Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term A Commitments, Incremental Term B Commitments or Incremental Revolving Commitments) or Liens or the making of any Investments, prepayments of Junior Indebtedness or Dispositions or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if Holdings has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, solely for in the purpose case of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under the ABL Credit Agreement but including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term A Commitments, Incremental Term B Commitments or Incremental Revolving CommitmentsFacilities) or Liens or the making of any InvestmentsPermitted Acquisitions or other investments, restricted payments, prepayments of Junior Indebtedness specified indebtedness or Dispositions or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Defaultasset sales, in each case, in connection with a Limited Condition Acquisition, if Holdings has made an LCA Election with respect to such Limited Condition Acquisitionat the Borrower’s option, the date of determination of whether any such action is permitted hereunder, relevant ratios and baskets shall be deemed to determined, and any Default or Event of Default blocker shall be tested, as of the date on which the definitive 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, 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 compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and ifprior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, after giving any such basket or ratio shall give pro forma effect to the such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had it occurred at the beginning of the most recent Test Period ending prior to on the LCA Test Date, Holdings could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with.

Limited Condition Acquisitions. Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (A) measuring the relevant financial ratios and basket availability with respect to the incurrence of any Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term A Commitments, Incremental Term B Commitments or Incremental Revolving Commitments) or Liens or the making of any Investments, Restricted Payments, prepayments of Junior Subordinated Indebtedness or Dispositions or (B) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Acquisition, if Holdings the Borrower has made an LCA Election with respect to such Limited Condition Acquisition, the date of determination of whether any such action is permitted hereunder, hereunder shall be deemed to be be, at the election of the Borrower, either (x) the date on which the definitive agreements for such Limited Condition Acquisition are entered into or (y) the date on which such Limited Condition Acquisition is consummated (the “LCA Test DateDate ”), and if, after giving pro forma effect to the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent Test Period ending prior to the LCA Test Date, Holdings the Borrower could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket, representation or warranty, such financial ratio, basket, representation or warranty shall be deemed to have been complied with.-34-