Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require compliance with any financial ratio or test in connection with a Limited Condition Acquisition, at the option of the Borrower, the date of determination of whether the relevant condition is satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreement with respect to such Limited Condition Acquisition (the “LCA Test Date”), after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, the Limited Condition Acquisition and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Acquisition or Investment) shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter solely for purposes of pro forma compliance with any applicable calculation of the financial covenants set forth in Section 8.11 in determining whether the relevant Limited Condition Acquisition and related incurrence of Indebtedness are permitted to be consummated.

Limited Condition Acquisitions. Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require compliance with any financial ratio or test in connection with a Limited Condition Acquisition, at the option of the Borrower, the date of determination of whether the relevant condition is satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended four quarter period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreement with respect to such Limited Condition Acquisition (the “LCA Test Date”), after giving effect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, provided that notwithstanding the foregoing, the Limited Condition Acquisition and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation of any Acquisition or Investment) shall be deemed incurred and/or applied at the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter solely for purposes of pro forma compliance with any applicable calculation of the financial covenants set forth in Section 8.11 8.11. For the avoidance of doubt, if any of such ratios or amounts for which compliance was determined or tested as of the LCA Test Date are thereafter exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower and its Subsidiaries or of the target of any Limited Condition Acquisition), at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant Limited Condition Acquisition and related incurrence of Indebtedness are is permitted to be consummatedconsummated or taken.

Limited Condition Acquisitions. (a) Notwithstanding anything to the contrary herein, to the extent that the terms of this Agreement require compliance in connection with any financial ratio or test action being taken in connection with a Limited Condition Acquisition, at for the option purposes of determining compliance with Section 8.1 (Indebtedness) and Section 8.3 (Investments), which requires (i) compliance with any financial ratio or test and/or the Borroweramount of Consolidated Total Assets or any cap expressed as a percentage of Consolidated Total Assets or (ii) that no Default or Event of Default shall exist or result therefrom, the date of determination of whether the relevant condition is satisfied shall may be deemed to be made, at the option of the Borrower, either (i) on the date (on the basis of the financial statements for the most recently ended period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreement with respect agreements for such Limited Condition Acquisition or (ii) on the date of the consummation of such Limited Condition Acquisition, in each case, after giving pro forma effect to such Limited Condition Acquisition and the actions to be taken in connection therewith (the “LCA Test Date”), after giving effect to the relevant Limited Condition Acquisition and related including any incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, the Limited Condition Acquisition and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof thereof); provided that no Specified Event of Default exists on the date that such Limited Condition Acquisition is consumated or results therefrom. (b) For the avoidance of doubt, if the Borrower has exercised its option under clause (a) above, and any Event of Default occurs following the consummation of any Acquisition or Investment) shall be deemed incurred and/or applied at date the LCA Test Date (until such time as the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating agreements for the applicable Limited Condition Acquisition were entered into and on or prior to the consummation of such Limited Condition Acquisition) and outstanding thereafter , any such Event of Default shall be deemed not to have occurred or be continuing solely for purposes of pro forma compliance with any applicable calculation of the financial covenants set forth in Section 8.11 in determining whether the relevant any action being taken in connection with such Limited Condition Acquisition is permitted under Section 8.1 (Indebtedness) and related incurrence of Indebtedness are permitted to be consummatedSection 8.3 (Investments).

Limited Condition Acquisitions. Notwithstanding anything to the contrary hereinin this Agreement, to in the extent that case of the terms incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under this Agreement require compliance with (whether under the existing revolving facility, pursuant to Section 2.24 or otherwise)) or Liens or the making of any financial ratio investments, restricted payments, prepayments of specified indebtedness or test asset sales, in each case, in connection with a Limited Condition Acquisition, at the option Borrower’s option, the relevant ratios and baskets and any test of Availability required thereunder (but excluding any testing of Availability, for the avoidance of doubt, for purposes of determining compliance of Section 5.2 which must be tested at the time of any extension of credit requested hereunder) shall be determined, and any Default or Event of Default blocker shall be tested, as of the Borrower, the date of determination of whether the relevant condition is satisfied shall be deemed to be the date (on the basis of the financial statements for the most recently ended period of four quarters of the Borrower for which financial statements have been delivered) of execution of the definitive agreement with respect to acquisition agreements for such Limited Condition Acquisition are entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, after giving effect in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the relevant Limited Condition Acquisition and related incurrence of Indebtedness, on a Pro Forma Basis; provided, that, notwithstanding the foregoing, the Limited Condition Acquisition and the related Indebtedness to be incurred (and any associated Lien) and the use of proceeds thereof (and the consummation compliance with this Agreement of any Acquisition other Permitted Acquisitions or Investment) shall be deemed incurred and/or applied at other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date (until such time as and prior to the Indebtedness is actually incurred or the applicable definitive agreement is terminated without actually consummating the applicable Limited Condition Acquisition) and outstanding thereafter solely for purposes of pro forma compliance with any applicable calculation earlier of the financial covenants set forth in Section 8.11 in determining whether the relevant date on which such Limited Condition Acquisition and related incurrence of Indebtedness are permitted is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any such basket or ratio shall give pro forma effect to be consummatedsuch Limited Condition Acquisition as if it occurred on the LCA Test Date.