Limited Condition Transaction. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Indenture which requires 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 Issuer, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable. For the avoidance of doubt, if the Issuer has exercised its option under the first sentence of this Section 4.27, and any Default or Event of Default occurs following the date the definitive agreements or irrevocable notice, as applicable, for the applicable Limited Condition Transaction were entered into or has been delivered, as applicable, and prior to the consummation of such Limited Condition Transaction, 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 Transaction is permitted hereunder. In connection with any action being taken in connection with a Limited Condition Transaction for purposes of:
(1) determining compliance with any provision of this Indenture which requires the calculation of the Consolidated Net Senior Secured Leverage Ratio, Consolidated Net Leverage Ratio or Guarantor Indebtedness Ratio; or
(2) testing baskets set forth in this Indenture (including baskets measured as a percentage of L2QA Pro Forma EBITDA); in each case, at the option of the Issuer (the Issuer’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder, shall be deemed to be the date the definitive agreements or irrevocable notice, as applicable, for such Limited Condition Transaction are entered into or has been delivered, as applicable (the “LCT Test Date”). If, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any Incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recent two consecutive fiscal quarters ending prior to the LCT Tes...
Limited Condition Transaction. Solely for the purpose of (i) measuring the relevant ratios and baskets (including, for the avoidance of doubt, any basket measured as a percentage of Four Quarter Consolidated EBITDA and, for the avoidance of doubt including with respect to the incurrence of any Indebtedness (including any Incremental Loans), Liens, the making of any acquisitions or other Investments, Restricted Payments, prepayment of Subordinated Indebtedness or asset sales, in each case, in connection with a Limited Condition Transaction) or (ii) determining compliance with the representations and warranties or the occurrence of any Default or Event of Default, in each case, in connection with a Limited Condition Transaction, if the Parent Borrower makes an election to deem such transaction a Limited Condition Transaction (each, an “LCT Election”), the Applicable Date of Determination in determining whether any such Limited Condition Transaction is permitted shall be deemed to be the date of the definitive documentation for such Limited Condition Transaction (the “LCT Test Date”), and if, after giving effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred as of the Applicable Date of Determination, ending prior to the LCT Test Date on a Pro Forma Basis, the Borrowers could have taken such action on the relevant LCT Test Date in compliance with any such ratio or basket (other than for the purposes of calculating actual compliance (and not pro forma compliance or compliance on a Pro Forma Basis) with Section 7.08), such ratio or basket shall be deemed to have been complied with. If the Parent Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated and tested on a Pro Forma Basis assuming such Limited Condition Transaction and other pro forma events in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated until such time as the applicable Limited Condition Transaction has actually closed or the definiti...
Limited Condition Transaction. Notwithstanding anything to the contrary in this Agreement, for purposes of (i) determining compliance with any provision of this Agreement (other than Section 6.1 and Section 6.3) that requires the calculation of any applicable financial ratio, (ii) determining compliance with representations, warranties, defaults or events of default (other than Events of Default under Section 8.1(a), (b), (g) or (h), none of which shall exist on the LCT Test Date or the date of consummation of any Limited Condition Transaction) or (iii) testing availability under baskets set forth herein (including, in each case with respect to the incurrence of Indebtedness incurred in connection therewith), in each case, in connection with a Limited Condition Transaction by the Borrower and its Restricted Subsidiaries or any other transaction or action permitted hereunder that is consummated in connection with a Limited Condition Transaction (other than for purposes of borrowing Revolving Loans and Incremental Term Facilities, each of which shall remain subject to the terms and conditions thereof with respect to the impact, if any, of any Limited Condition Transaction), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such Limited Condition Transaction is permitted hereunder, shall be deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into (the “LCT Test Date”), and if, after giving pro forma effect to the Limited Condition Transaction as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrower could have taken such action on the relevant LCT Test Date in compliance with such ratio or basket, such ratio or basket shall be deemed to have been complied with for such Limited Condition Transaction; provided that, no LCT Test Date may occur more than 90 days prior to the consummation of the applicable Acquisition. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will ...
Limited Condition Transaction. (a) In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision of this Agreement which requires 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 Company or a Permitted Affiliate Parent, be deemed satisfied, so long as no Default or Event of Default, as applicable, exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into. For the avoidance of doubt, if the Company or a Permitted Affiliate Parent has exercised its option under the first sentence of this Section 4.25(a), and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into and prior to the consummation of such Limited Condition Transaction, 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 Transaction is permitted hereunder.
(b) In connection with any action being taken in connection with a Limited Condition Transaction for purposes of:
Limited Condition Transaction. With respect to any Limited Condition Transaction and any actions or transactions related thereto (including acquisitions, Investments, the incurrence or issuance of Debt, Disqualified Equity Interests or Preferred Stock and the use of proceeds thereof, the incurrence of Liens, repayments, Restricted Payments and Asset Sales) or similar Investment for which the Company or any of its Restricted Subsidiaries may not terminate its obligations due to a lack of financing for such Limited Condition Transaction (whether by merger, consolidation or other business combination or the acquisition of Capital Stock or otherwise) as applicable, for purposes of determining:
(1) whether any Debt (including Acquired Indebtedness) that is being incurred in connection with such Limited Condition Transaction is permitted to be incurred in compliance with the Section 4.11;
(2) whether any Lien being incurred in connection with such Limited Condition Transaction or to secure any such Debt is permitted to be incurred in accordance with Section 4.14 or the definition of “Permitted Liens”;
(3) whether such Limited Condition Transaction complies with the covenants or agreements contained in this Indenture or the Notes; and
(4) any calculation of the Borrowing Base, Collateral Coverage Ratio, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, Loan Collateral, Loan Collateral Fair Market Value, Secured Net Leverage Ratio, Fixed Charge Coverage Ratio and, whether a Default or Event of Default exists in connection with the foregoing, at the option of the Company, the date that the definitive agreement for such Limited Condition Transaction is entered into (the “Transaction Agreement Date”) may be used as the applicable date of determination, as the case may be, in each case with such pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Collateral Coverage Ratio”. For the avoidance of doubt, if the Company elects to use the date of the definitive agreement for such Limited Condition Transaction as the applicable date of determination in accordance with the foregoing, (a) any fluctuation or change in the Borrowing Base, Collateral Coverage Ratio, Consolidated Net Income, Consolidated Amortization Expense, Consolidated Depreciation Expense, Consolidated Interest Expense, Consolidated Secured Debt, EBITDA, ...
Limited Condition Transaction. Notwithstanding anything to the contrary herein, for purposes of (i) measuring the relevant ratios and the component amounts thereof (including the First Lien Leverage Ratio, the Senior Secured Leverage Ratio, the Total Leverage Ratio, the Consolidated Interest Coverage Ratio, Consolidated EBITDA and the amount of cash and Cash Equivalents (including for the purpose of any “netting” calculation on any LCT Test Date) and the Consolidated Interest Expense) and baskets (including baskets measured as a percentage of Consolidated EBITDA or Consolidated Total Assets) with respect to the incurrence of any Indebtedness (including any Incremental Facilities and Permitted Incremental Equivalent Debt) or Liens or the making of any Permitted Acquisitions or other Investments, Dividends, Restricted Debt Payments, Asset Sales or other sales or dispositions of assets or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries, or (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default, in the case of clauses (i) and (ii), in connection with a Limited Condition Transaction, if the Borrowers have made an LCT Election with respect to such Limited Condition Transaction, the date of determination of whether any such action is permitted hereunder (including, in the case of calculating Consolidated EBITDA, the reference date for determining which Test Period shall be the most recently ended Test Period for purposes of making such calculation) shall be deemed to be either (a) the date the definitive agreement(s) for such Limited Condition Transaction are entered into or (b) solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers (the “City Code”) or similar law or practices in other jurisdictions apply, the date on which a “Rule 2.7 announcement” of a firm intention to make an offer or similar announcement or determination in another jurisdiction subject to laws similar to the City Code in respect of such target company made in compliance with the City Code or similar law or practices in other jurisdictions (a “Public Offer”) (the “LCT Test Date”) (and not, for the avoidance of doubt, the date of consummation of such Limited Condition Transaction), and if, after giving pro forma effect to such Limited Condition Transaction and the other transactions to be entered into in connection therewith as if they had occurred (with respect t...
Limited Condition Transaction amend:
(a) Clause 3.2 (Further Conditions Precedent) of the Facilities Agreement to (i) also provide that the relevant Additional Facility Lenders may amend or waive any of the conditions at sub-paragraph (a) of Clause 3.2 (Further Conditions Precedent) in relation to any Advance under a relevant Additional Facility requested in relation to any redemption, repurchase, defeasance, satisfaction and discharge or repayment of Indebtedness requiring irrevocable notice in advance of such redemption, repurchase, defeasance, satisfaction and discharge or repayment and (ii) provide that the drawstop if Events of Default under paragraphs (a)(1), (a)(2), (a)(4) or (5) or (a)(11) of Schedule 19 (Events of Default) or Schedule 23 (Post Fold-In Events of Default) are continuing can also be amended or waived by the relevant Additional Facility Lenders under that Additional Facility; and
(b) paragraph (b) of Clause 2.4 (Additional Facilities) to delete sub-paragraphs (i) and (iii); and
(c) the definition of “Certain Funds Acquisition” so that it covers a “Limited Content Transaction” as defined in recent Liberty precedent.
Limited Condition Transaction. (a) Amend Clauses 3.2 (Further Conditions Precedent) and 4.1(j)(ii) (Conditions to Utilisation) of the Credit Agreement to provide that the relevant Additional Facility Lenders may amend or waive any of the conditions therein in relation to any Utilisation under a relevant Additional Facility requested in relation to any ‘Limited Condition Transaction’ as defined in recent Liberty precedent.
(b) Amend the Credit Agreement to provide for a ‘Limited Condition Transaction’ concept in accordance with recent Liberty precedent, including such that (i) for purposes of determining compliance with any provision of the Credit Agreement which requires that no Default or Event of Default, as applicable, has occurred or would result from any action in relation to a Limited Condition Transaction such condition shall, at the option of the Company, be deemed satisfied, so long as no Default or Event of Default exists on the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (for the avoidance of doubt, if the Company has exercised its option under (i) and any Default or Event of Default occurs following the date such definitive agreement for a Limited Condition Transaction is entered into and prior to the consummation of such Limited Condition Transaction, 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 Transaction is permitted hereunder) and (ii) the date of determination of whether any Limited Condition Transaction is permitted 60449431_12 shall be deemed to be the date the definitive agreement (or other relevant definitive documentation) for such Limited Condition Transaction is entered into (or, at the election of the Company, the date of consummation of the Limited Condition Transaction provided that any test shall be assessed on a pro forma basis).
Limited Condition Transaction. When calculating compliance with:
(a) Adjusted Leverage pursuant to Clause 25.2 (Financial condition) ; and/or
(b) determining whether an Event of Default is continuing or would result, for the purposes (in each case) paragraph (a)(i) of Clause 8.6 (Conditions to establishment) and/or paragraph (f) of the definition of Permitted Acquisition and the permission to consummate any Limited Condition Transaction only, the date of determination of whether such Limited Condition Transaction is so permitted under this Agreement (or whether such Event of Default has occurred and is continuing for those purposes only) shall be deemed to be (at the option of the Company) the date the relevant member of the Group enters into a legally binding definitive agreement in respect of such a Permitted Acquisition and/or the date the Company delivers an Incremental Facility Notice to the Agent (by reference to the facts and circumstances at the time the member of the Group becomes so committed or delivers such notice)) (the “Test Date”) and, in each case, if after giving pro forma effect to the Limited Condition Transaction and taking into account Permitted Synergies in the manner permitted by the Agreement, the Company would have been permitted to take such actions or consummate such transactions on the relevant Test Date, the requirement for the purposes of such Limited Condition Transaction that (1) no Event of Default is continuing or would result in connection with the relevant acquisition for the purposes of paragraph (f) of the definition of Permitted Acquisition and (2) that the Company is in compliance with Adjusted Leverage pursuant to Clause 25.2 (Financial condition) at the time such Limited Condition Transaction is consummated shall be deemed to have been complied with (or satisfied) for the purposes of consummating such Limited Condition Transaction only.
Limited Condition Transaction. (a) In connection with any action Transaction and other transactions in connection therewith (including any Incurrence of being taken in connection with a Limited Condition Transaction, for purposes of determining Indebtedness and the use of proceeds thereof) have been consummated. compliance with any provision of this Agreement which requires that no Default, Event of Default or Specified Event of Default, as applicable, has occurred, is continuing or would result from any SECTION 1.06
