Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. In connection with a Limited Condition Transaction: (a) at the Company’s option, in the case of the incurrence of any indebtedness or liens or the making of any investments, restricted payments, restricted debt payment, asset sales or fundamental changes or the designation of any restricted subsidiaries or Unrestricted Subsidiaries, the relevant ratios and baskets shall be determined, and any default or event of default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Transaction is entered into and calculated as if the acquisition and other pro forma events in connection therewith were consummated on such date; provided that if the Company has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of any debt or liens, or the making of any investments, restricted payments, restricted debt payments, asset sales, fundamental changes or the designation of a Restricted Subsidiary or Unrestricted Subsidiary used in connection with such Limited Condition Transaction on or following such date and prior to the earlier of the date on which such acquisition is consummated or the definitive agreement for such acquisition is terminated, any such ratio shall be calculated on a pro forma basis assuming such acquisition and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated; and (b) calculations of Consolidated Net Income (and any other financial defined term derived therefrom) shall not include any consolidated net income of or attributable to the target company or assets associated with such Limited Condition Transaction for usages other than in connection with the applicable transaction pertaining to such Limited Condition Transaction unless and until the closing of such Limited Condition Transaction shall have actually occurred.

Limited Condition Acquisitions. In connection with a Limited Condition Transaction: (a) at Notwithstanding anything to the Company’s optioncontrary in this Agreement or any other Loan Document, in the case of the incurrence of any indebtedness Indebtedness or liens Liens or the making of any investments, restricted paymentsRestricted Payments, restricted debt paymentprepayments of Restricted Indebtedness or Asset Sales in connection with a Limited Condition Acquisition, asset sales or fundamental changes or at the designation of any restricted subsidiaries or Unrestricted SubsidiariesBorrower’s election (an “LCA Election”), the relevant ratios and baskets shall be determined, and any default or event of default blocker shall be tested, as of determined at the date time the definitive acquisition agreements for such Limited Condition Transaction is Acquisition are entered into and (such time, the “LCA Test Time”) and, subject to the proviso contained in this Section 1.06, calculated as if the acquisition and other pro forma events transactions in connection therewith were consummated on such dateat the LCA Test Time; provided that if the Company Borrower has made such an electionLCA Election, in connection with the calculation of any ratio or basket with respect to the incurrence of any debt Indebtedness or liensLiens, or the making of any investments, restricted paymentsRestricted Payments, restricted debt payments, asset sales, fundamental changes prepayments of Restricted Indebtedness or Asset Sales following the designation of a Restricted Subsidiary or Unrestricted Subsidiary used in connection with such Limited Condition Transaction on or following such date LCA Test Time and prior to the earlier of the date on time at which such acquisition is consummated or the definitive agreement for such acquisition has expired or is terminated, any such ratio shall be calculated on a pro forma basis (i) assuming such acquisition and other pro forma events transactions in connection therewith (including any incurrence of indebtednessIndebtedness) have been consummated; and consummated and (bii) calculations of Consolidated Net Income (assuming such acquisition and any other financial defined term derived therefrom) shall not include any consolidated net income of or attributable to the target company or assets associated with such Limited Condition Transaction for usages other than transactions in connection with the applicable transaction pertaining to such Limited Condition Transaction unless and until the closing therewith (including any incurrence of such Limited Condition Transaction shall Indebtedness) have actually occurrednot been consummated.