Limited Condition Acquisition. For purposes of (i) determining compliance with any ratio or test (including, without limitation, the Total Net Leverage Ratio and the amount available under the Available Amount), (ii) determining compliance with representations, warranties, defaults or events of default or (iii) testing availability under the baskets (including, without limitation, baskets measured as a percentage of total assets), in each case, in connection with a Limited Condition Acquisition permitted under this Agreement, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, a “LCA Election”), the date of determination of whether any such action is permitted hereunder shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and, compliance with such ratio, test or basket shall be determined after giving Pro Forma Effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith (including any incurrence of Debt and the use of proceeds thereof) as if they occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date. If the Borrower has made a LCA Election, then in connection with any subsequent calculation of any ratio, test or basket on or following the relevant LCA Test Date and prior to the earlier of (i) the date on which such Limited Condition Acquisition is consummated or (ii) the date that the definitive agreement for such Limited Condition Acquisition expires or is terminated without the consummation of such Limited Condition Acquisition, any such ratio, test or basket shall be required to be calculated on a Pro Forma Basis both (1) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Acquisition has actually closed or the definitive agreement with respect thereto has expired or been terminated and (2) assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Debt and the use of proceeds thereof) have not been consummated.
Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
(a) determining compliance with any provision of this Agreement which requires the calculation of any financial ratio or test, including the Consolidated First Lien Net Leverage Ratio and the Consolidated Total Net Leverage Ratio; or
(b) testing availability under baskets set forth in this Agreement (including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or
(c) determining other compliance with this Agreement (including the accuracy of any representation and warranty or the determination that no Default or Event of Default has occurred, is continuing or would result therefrom); in each case, at the option of Borrower Agent (Borrower Agent’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be made (1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or incurrence of Indebtedness under any incremental facility in connection therewith), at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to such acquisition or Investment or (y) the consummation of such acquisition or Investment, (2) in the case of any Restricted Payment, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (y) the making of such Restricted Payment and (3) in the case of any voluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 8.15, at the time of (or on the basis of the financial statements required to be delivered pursuant to Section 7.1(a) or (b) for the most recently ended Test Period at the time of) (x) delivery of irrevocable (which may be conditional) notice with respect to such payment or prepayment or redemption or acquisition of such Indebtedness or (y) the making of such voluntary or optional payment or prepayment on or redemption or acquisition for value...
Limited Condition Acquisition. It is understood and agreed that, notwithstanding anything to the contrary in this Agreement, if the proceeds of any Incremental Term Facility are being used to finance a Limited Condition Acquisition, and Adtalem has obtained commitments of Lenders to fund such Incremental Term Facility (“Incremental Financing Commitments”), then (i) the conditions set forth in Section 2.14(b), Section 2.14(d), Section 4.2(a), Section 4.2(b), and clause (iv)(a) in the definition of “Permitted Acquisition” shall be limited as follows, if and to the extent such Lenders so agree in their Incremental Financing Commitments: (A) the conditions set forth in Section 2.14(d) and Section 4.2(a) shall be limited such that the only representations and warranties the accuracy of which shall be a condition to the availability of such Incremental Facility shall be (1) customary “specified representations”, and (2) such representations and warranties under the definitive agreement governing such Limited Condition Acquisition (the “Limited Condition Acquisition Agreement”) as entitle the applicable Loan Party (or the applicable Subsidiary) to terminate its obligations under such Limited Condition Acquisition Agreement or decline to consummate such Limited Condition Acquisition, in each case, without paying any penalty or compensation to the other party or incurring liability for breach if such representations and warranties fail to be true and correct, and (B) the reference in Section 2.14(b), Section 4.2(b) and clause (iv)(a) in the definition of “Permitted Acquisition” to no Default or no Event of Default, as applicable, means (1) no Default or no Event of Default, as applicable, shall have occurred and be continuing at the time of the execution of the Limited Condition Acquisition Agreement, and (2) no Event of Default under Section 8.1(a), 8.1(f) or 8.1(g) shall have occurred and be continuing at the time of the funding of such Incremental Term Facility in connection with the consummation of such Limited Condition Acquisition, and (ii) for purposes of determining whether the conditions set forth in Section 2.14(c) or clause (iv)(b) in the definition of “Permitted Acquisition” have been satisfied in connection with such Limited Condition Acquisition, at the option of Adtalem (Adtalem’s election to exercise such option in connection with any Limited Condition Acquisition, a “ LCA Election”), the date of determination of whether any such condition has been satisfied shall be deemed to be...
Limited Condition Acquisition. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Agreement which requires (i) that no Default or Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Borrower (an “LCA Election”), be deemed satisfied so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and no Default or Event of Default under Section 9.1(a), Section 9.1(g) (solely with respect to the Borrower) or Section 9.1(h) (solely with respect to the Borrower) exists or would result therefrom on the date any related Added Term Loans are advanced or (ii) that the representations and warranties set forth in Article VI or in any other Loan Document be true and correct, such representations and warranties shall, if the Borrower exercises an LCA Election, refer only to the representations and warranties that constitute Specified Representations and the Limited Condition Acquisition Agreement Representations or, in each case, other customary “SunGard” or “certain funds” representations.
Limited Condition Acquisition. Notwithstanding anything in this Section 2.14 to the contrary to the extent the proceeds of any increase requested pursuant to this Section 2.14 will be used to finance a Limited Condition Acquisition, upon the Borrower’s request, the lenders providing such increase may agree to “funds certain provision” that (i) provides for the testing of the Consolidated First Lien Leverage Ratio set forth in Section 2.14(a) as of the date on which the acquisition agreement for such Limited Condition Acquisition (a “Limited Condition Acquisition Agreement”) is executed (ii) does not impose as a condition to funding thereof that no Default or Event of Default (other than a Default under Section 8.01(a) or 8.01(f) or 8.01(g)) exist at the time of the applicable Increase Effective Date, in which case the condition set forth in Section 2.14(e)(i)(B)(2) and Section 2.14(e)(vii) shall be required to be satisfied on the date the Limited Condition Acquisition Agreement is executed and (iii) does not impose as a condition to funding thereof that all of the representations and warranties contained in Article V and the other Loan Documents shall be true and correct on and as of the Increase Effective Date, in which case the condition set forth in Section 2.14(e)(i)(B)(1) shall be required to be satisfied on the date the Limited Condition Acquisition Agreement is executed.
Limited Condition Acquisition. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of determining compliance with any provision of this Indenture which requires that no Default, Event of Default or specified Event of Default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company, be deemed satisfied, so long as no Default, Event of Default or specified Event of Default, as applicable, exists on the date the definitive agreements for such Limited Condition Acquisition are entered into. For the avoidance of doubt, if the Company has exercised its option under the first sentence of this Section 121, and any Default or Event of Default occurs following the date the definitive agreements for the applicable Limited Condition Acquisition were entered into and prior to the consummation of such Limited Condition Acquisition, any such Default or Event of Default shall be deemed to not have occurred or be continuing for purposes of determining whether any action being taken in connection with such Limited Condition Acquisition is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
Limited Condition Acquisition. 3738 SECTION 1.06.
Limited Condition Acquisition. In the case of determining compliance with (i) the Total Net Leverage Ratio (x) required pursuant to Section 2.08(b)(iv) in connection with a Borrowing of any Incremental Term Loan, (y) described in clause (b) of the definition of Permitted Acquisition or (z) required pursuant to Section 6.05 in connection with a Borrowing of any DDTL, (ii) the representations and warranties described in (x) Section 2.08(b)(ii) in connection with a
Limited Condition Acquisition. Notwithstanding anything to the contrary in this Agreement, in the event that the Borrower notifies the Administrative Agent in writing that any proposed acquisition is a Limited Condition Acquisition and that the Borrower wishes to test the conditions to such Limited Condition Acquisition in accordance with this Section 1.08, then the following provisions shall apply:
(a) any condition to such Limited Condition Acquisition that requires that no Default or Event of Default shall have occurred and be continuing at the time of such Limited Condition Acquisition, shall be satisfied if (i) no Event of Default under any of Sections 11.01(a) or 11.01(g) shall have occurred and be continuing both before and after giving effect to such Limited Condition Acquisition and (ii) no Default or Event of Default shall have occurred and be continuing at the time of execution of the definitive agreement governing such Limited Condition Acquisition (such date, the “LCA Test Date”);
(b) any financial covenant test or condition to be tested in connection with such Limited Condition Acquisition will be tested as of the LCA Test Date, after giving effect to the relevant Limited Condition Acquisition, on a pro forma basis where applicable; and
Limited Condition Acquisition. In connection with any action being taken in connection with a Limited Condition Acquisition, for purposes of:
