Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, to the extent that any provision requires (x) compliance with any financial ratio or test (which, where calculated on a pro forma basis, shall take into account pro forma cost savings and synergy add-backs), (y) the absence of any Default or Event of Default or (z) compliance with any condition to (1) the consummation of any transaction in connection with any acquisition or similar Investment or any fundamental change, (2) the making of any Restricted Payment, (3) the incurrence of any Debt or Lien in connection therewith and/or (4) the making of any restricted payment in respect of any Junior Debt, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: (A) in the case of any acquisition or similar Investment or any fundamental change, either (I) at the time of the execution of the definitive agreement with respect to the relevant acquisition or similar Investment or any fundamental change or (II) at the time of the consummation of the relevant acquisition or similar Investment or any fundamental change, in either case after giving effect to the acquisition or similar Investment or any fundamental change and any related Debt on a pro forma basis, (B) in the case of any Restricted Payment made within 60 days of the declaration of such restricted payment, either (I) at the time of the declaration of such Restricted Payment or (II) at the time of the making of such Restricted Payment, in either case after giving effect to the relevant restricted payment on a pro forma basis, (C) in the case of any Debt or Lien in connection therewith, either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lien, in either case after giving effect to the relevant Debt on a pro forma basis and/or (D) in the case of any restricted payment in respect of any Junior Debt made within 60 days of delivering an irrevocable notice, either (I) at the time of delivery an irrevocable notice (which may be conditional) with respect to such restricted payment or (II) at the time of the making of such restricted payment, in either case after giving effect to the relevant restricted payment and any substantially concurrent incurrence of Debt on a pro forma basis. For the avoidance of doubt, if any of such ratios, tests or caps are exceeded as a result of fluctuations in such ratios, tests or caps (including due to fluctuations in EBITDAX of the Borrower or the person subject to such acquisition or Investment or other transaction), at or prior to the consummation of the relevant transaction or action, such ratios, tests or caps will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement or Agreement, in connection with any Loan Document to the contraryaction being taken in connection with a Limited Condition Transaction, to the extent that for purposes of: determining compliance with any provision of this Agreement which requires (x) compliance with the calculation of any financial ratio or test test, including the Consolidated First Lien Net Leverage Ratio, Consolidated Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio and Consolidated Total Net Leverage Ratio (whichand, where calculated on a pro forma basisfor the avoidance of doubt, shall take into account pro forma cost savings and synergy add-backsany financial ratio set forth in Section 2.15(a), ); or testing availability under baskets set forth in this Agreement (y) including baskets determined by reference to Consolidated EBITDA or Consolidated Total Assets); or determining other compliance with this Agreement (including the absence of any determination that no Default or Event of Default (or any type of Default or Event of Default) has occurred, is continuing or would result therefrom); in each case, at the option of Lead Borrower (z) compliance with any condition Lead Borrower’s election to (1) the consummation of any transaction exercise such option in connection with any acquisition or similar Investment or any fundamental changeLimited Condition Transaction, (2) the making of any Restricted Payment, (3) the incurrence of any Debt or Lien in connection therewith and/or (4) the making of any restricted payment in respect of any Junior Debtan “LCT Election”), the date of determination of whether the relevant condition any such action is satisfied may permitted hereunder shall be made, at the election of the Borrower: made (A1) in the case of any acquisition (including by way of merger) or similar Investment (including the assumption or any fundamental changeincurrence of Indebtedness in connection therewith), either (I) at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day of, the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to the relevant such acquisition or similar Investment, (y) the public announcement of an intention to make an offer in respect of the target of such acquisition or Investment or any fundamental change or (IIz) at the time of the consummation of the relevant such acquisition or similar Investment or any fundamental change, in either case after giving effect to the acquisition or similar Investment or any fundamental change and any related Debt on a pro forma basisInvestment, (B2) in the case of any Restricted Payment made within 60 days Dividend, at the time of (or, in the case of any calculation or any financial ratio or test, with respect to, or as of the last day of, the most recently ended Test Period at the time of) (x) the declaration of such restricted payment, either (I) at the time of the declaration of such Restricted Payment Dividend or (IIy) at the time of the making of such Restricted Payment, in either case after giving effect to the relevant restricted payment on a pro forma basis, Dividend and (C3) in the case of any Debt voluntary or Lien in connection therewithoptional payment or prepayment on or redemption or acquisition for value of any Indebtedness subject to Section 10.07(a), either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lienor, in either case after giving effect to the relevant Debt on a pro forma basis and/or (D) in the case of any restricted payment in calculation or any financial ratio or test, with respect to, or as of any Junior Debt made within 60 days of delivering an irrevocable noticethe last day of, either (I) the most recently ended Test Period at the time of) (x) delivery of delivery an irrevocable notice (which may be conditional) notice with respect to such restricted payment or prepayment or redemption or acquisition of such Indebtedness or (IIy) at the time of the making of such restricted paymentvoluntary or optional payment or prepayment on or redemption or acquisition for value of any Indebtedness (the “LCT Test Date”), and if, for the Limited Condition Transaction (and the other transactions to be entered into in either case after giving effect connection therewith), Lead Borrower or any of its Restricted Subsidiaries would have been permitted to take such action on the relevant restricted payment and any substantially concurrent incurrence of Debt on a pro forma basisLCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if Lead Borrower has made an LCT Election and any of such the ratios, tests or caps are exceeded baskets for which compliance was determined or tested as of the LCT Test Date would have failed to have been complied with as a result of fluctuations in any such ratiosratio, tests test or caps (basket, including due to fluctuations in EBITDAX Consolidated EBITDA or Consolidated Total Assets of the Lead Borrower or the person Person subject to such acquisition or Investment or other transaction)Limited Condition Transaction, at or prior to the consummation of the relevant transaction or action, such ratiosbaskets, tests or caps ratios will not be deemed to have failed to have been exceeded complied with as a result of such fluctuations solely fluctuations. If Lead Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any calculation of any ratio, test or basket availability with respect to the incurrence of Indebtedness or Liens, the making of Dividends, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of Lead Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (each, a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the date that the definitive agreement, public announcement or irrevocable notice for such Limited Condition Transaction is terminated, revoked or expires without consummation of such Limited Condition Transaction, for purposes of determining whether the relevant transaction or action such Subsequent Transaction is permitted under this Agreement, any such ratio, test or basket shall be required to be consummated or takensatisfied on a Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, to the extent that any provision requires (x) compliance with any financial ratio or test (which, where calculated on a pro forma basis, shall take into account pro forma cost savings and synergy add-backsbacks permitted hereunder), (y) the absence of any Default or Event of Default or (z) compliance with any condition to (1) the consummation of any transaction in connection with any acquisition or similar Investment Investment, Transfer or any fundamental change, (2) the making of any Restricted Payment, (3) the incurrence of any Debt or Lien in connection therewith and/or (4) the making of any restricted payment a Redemption in respect of any Junior Debt, the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: (A) in the case of any acquisition or similar Investment Investment, Transfer or any fundamental change, either (I) at the time of the execution of the definitive agreement with respect to the relevant acquisition or similar Investment Investment, Transfer or any fundamental change or (II) at the time of the consummation of the relevant acquisition or similar Investment Investment, Transfer or any fundamental change, in either case after giving effect to the acquisition or similar Investment Investment, Transfer or any fundamental change and any related Debt on a pro forma basis, (B) in the case of any Restricted Payment made within 60 days of the declaration of such restricted payment, either (I) at the time of the declaration of such Restricted Payment or (II) at the time of the making of such Restricted Payment, in either case after giving effect to the relevant restricted payment on a pro forma basis, (C) in the case of any Debt or Lien in connection therewith, either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lien, in either case after giving effect to the relevant Debt on a pro forma basis and/or (D) in the case of any restricted payment Redemption in respect of any Junior Debt made within 60 days of delivering an irrevocable notice, either (I) at the time of delivery an irrevocable notice (which may be conditional) with respect to such restricted payment Redemption or (II) at the time of the making of such restricted paymentRedemption, in either case case, after giving effect to the relevant restricted payment Redemption and any substantially concurrent incurrence of Debt on a pro forma basis. For the avoidance of doubt, if any of such ratios, tests or caps are exceeded as a result of fluctuations in such ratios, tests or caps (including due to fluctuations in EBITDAX of the Borrower or the person subject to such acquisition or Investment Investment, Transfer or other transaction), at or prior to the consummation of the relevant transaction or action, such ratios, tests or caps will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken.

Limited Condition Transactions. Notwithstanding anything to the contrary herein (including in connection with any calculation made on a Pro Forma Basis), if the terms of this Agreement or any Loan Document to the contrary, to the extent that any provision requires require (xi) compliance with any financial ratio or financial test (which, where calculated on including any Consolidated Total Leverage Ratio test and/or any Consolidated Cash Interest Coverage Ratio test) and/or any cap expressed as a pro forma basis, shall take into account pro forma cost savings and synergy add-backs)percentage of Consolidated Total Assets, (yii) accuracy of any representation or warranty and/or the absence of any a Default or Event of Default (or any type of default or event of default) or (ziii) compliance with any basket, as a condition to (1A) the consummation of any transaction (including in connection with any acquisition or similar Investment or any fundamental change, the assumption or incurrence of Indebtedness) and/or (2B) the making of any Restricted Payment (including any Restricted Debt Payment, (3) the incurrence of any Debt or Lien in connection therewith and/or (4) the making of any restricted payment in respect of any Junior Debt), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: , (A1) in the case of any acquisition or similar Investment or any fundamental changedisposition and any transaction related thereto, either (I) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) either (x) the execution of the definitive agreement with respect to the relevant acquisition or similar such acquisition, Investment or any fundamental change disposition (or, solely in connection with an acquisition to which the United Kingdom City Code on Takeovers and Mergers applies, the date on which a “Rule 2.7 Announcement” of a firm intention to make an offer) or (IIy) at the time of the consummation of the relevant acquisition or similar such acquisition, Investment or any fundamental change, in either case after giving effect to the acquisition or similar Investment or any fundamental change and any related Debt on a pro forma basisdisposition, (B2) in the case of any Restricted Payment made within 60 days of the declaration of such restricted payment(other than a Restricted Investment or a Restricted Debt Payment), either (I) at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) the declaration of such Restricted Payment or (IIy) at the time of the making of such Restricted Payment and (3) in the case of any Restricted Debt Payment, at the time of (or on the basis of the financial statements for the most recently ended Test Period at the time of) (x) delivery of notice with respect to such Restricted Debt Payment or (y) the making of such Restricted Debt Payment, in either case each case, after giving effect to the relevant restricted payment acquisition or similar Investment, disposition, Restricted Payment and/or Restricted Debt Payment or other transaction on a pro forma basis, Pro Forma Basis (C) in the case of any Debt or Lien in connection therewith, either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lienincluding, in either case after each case, giving effect to the relevant Debt on a transaction, any relevant Indebtedness (including the intended use of proceeds thereof) and, at the election of the Borrower, giving pro forma basis and/or effect to other prospective “limited conditionality” acquisitions or similar Investments for which definitive agreements have been executed, and no Default or Event of Default shall be deemed to have occurred solely as a result of an adverse change in such financial ratio or test occurring after the time such election is made (D) but any subsequent improvement in the case of any restricted payment in respect of any Junior Debt made within 60 days of delivering an irrevocable notice, either (I) at the time of delivery an irrevocable notice (which applicable financial ratio or test may be conditional) with respect to such restricted payment utilized by the Borrower or (II) at the time of the making of such restricted payment, in either case after giving effect to the relevant restricted payment and any substantially concurrent incurrence of Debt on a pro forma basisRestricted Subsidiary). For the avoidance of doubt, if the Borrower shall have elected the option set forth in clause (x) of any of the preceding clauses (1), (2) or (3) in respect of any transaction, then the Borrower shall be permitted to consummate such ratios, tests transaction even if any applicable test or caps are exceeded as a result condition shall cease to be satisfied subsequent to the Borrower’s election of fluctuations such option. The provisions of this Section 1.5 shall also apply in such ratios, tests or caps (including due to fluctuations in EBITDAX respect of the Borrower or the person subject to such acquisition or Investment or other transaction), at or prior to the consummation incurrence of the relevant transaction or action, such ratios, tests or caps will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takenany Senior Obligations.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement or any Loan Document to the contraryAgreement, to the extent that any provision requires the terms of the Loan Documents require (xi) compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or CTA or (which, where calculated on a pro forma basis, shall take into account pro forma cost savings and synergy add-backs), (yii) the absence of any a Default or Event of Default (or (zany type of default or event of default) compliance with any in each case as a condition to (1A) the consummation of any transaction in connection with any acquisition Permitted Acquisition or similar Investment (including the assumption or any fundamental changeincurrence of Indebtedness), (2B) the making of any Restricted Payment, (3) the incurrence of any Debt or Lien in connection therewith Payment and/or (4C) the making of any restricted payment in respect repayment of any Junior DebtIndebtedness (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: Borrower (Aa “LCT Election”), (1) in the case of any acquisition Permitted Acquisition or similar Investment or any fundamental changeInvestment, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) either (x) the execution of the definitive agreement with respect to the relevant acquisition such Permitted Acquisition or similar Investment or any fundamental change or (IIy) at the time of the consummation of the relevant acquisition such Permitted Acquisition or similar Investment or any fundamental change, in either case after giving effect to the acquisition or similar Investment or any fundamental change and any related Debt on a pro forma basisInvestment, (B2) in the case of any Restricted Payment made within 60 days of the declaration of such restricted paymentPayment, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) the declaration of such Restricted Payment or (IIy) at the time of the making of such Restricted Payment, in either case after giving effect to the relevant restricted payment on a pro forma basis, Payment and (C) in the case of any Debt or Lien in connection therewith, either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lien, in either case after giving effect to the relevant Debt on a pro forma basis and/or (D3) in the case of any restricted payment in respect repayment of any Junior Debt made within 60 days of delivering an irrevocable noticeIndebtedness, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) delivery an of irrevocable notice (which may be conditional) notice with respect to such restricted payment repayment of Indebtedness or (IIy) at the time of the making of such restricted paymentrepayment of Indebtedness (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in either case each case, after giving effect to the relevant Permitted Acquisition, Restricted Payment and/or restricted payment and repayment of Indebtedness on a Pro Forma Basis. If the Borrower has made a LCT Election for any substantially concurrent Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or CTA with respect to the incurrence of Debt on a pro forma basis. For the avoidance of doubtIndebtedness or Liens, if any of such ratios, tests or caps are exceeded as a result of fluctuations in such ratios, tests or caps (including due to fluctuations in EBITDAX of the Borrower or the person subject to such acquisition making of Restricted Payments or Investment restricted repayment of Indebtedness on or other transaction), at or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the relevant transaction amount of Consolidated EBITDA or actionCTA shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA or CTA, as applicable, (i) on a Pro Forma Basis assuming such ratios, tests or caps will not be deemed to Limited Condition Transaction and any other transactions in connection therewith have been exceeded as consummated (including any incurrence of Indebtedness and the use of proceeds thereof), and (ii) with respect to clauses (B) and (C) above, on a result of non-Pro Forma Basis assuming such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takentransactions have not been consummated.

Limited Condition Transactions. Notwithstanding anything to the contrary in this Agreement or any Loan Document to the contraryAgreement, to the extent that any provision requires the terms of the Loan Documents require (xi) compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or CTA or (which, where calculated on a pro forma basis, shall take into account pro forma cost savings and synergy add-backs), (yii) the absence of any a Default or Event of Default (or (zany type of default or event of default) compliance with any in each case as a condition to (1A) the consummation of any transaction in connection with any acquisition Permitted Acquisition or similar Investment (including the assumption or any fundamental changeincurrence of Indebtedness), (2B) the making of any Restricted Payment, (3) the incurrence of any Debt or Lien in connection therewith Payment and/or (4C) the making of any restricted payment in respect repayment of any Junior DebtIndebtedness (such action pursuant to clause (A), (B) or (C), a “Limited Condition Transaction”), the determination of whether the relevant condition is satisfied may be made, at the election of the Borrower: Borrower (Aa “LCT Election”), (1) in the case of any acquisition Permitted Acquisition or similar Investment or any fundamental changeInvestment, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) either (x) the execution of the definitive agreement with respect to the relevant acquisition such Permitted Acquisition or similar Investment or any fundamental change or (IIy) at the time of the consummation of the relevant acquisition such Permitted Acquisition or similar Investment or any fundamental change, in either case after giving effect to the acquisition or similar Investment or any fundamental change and any related Debt on a pro forma basisInvestment, (B2) in the case of any Restricted Payment made within 60 days of the declaration of such restricted paymentPayment, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) the declaration of such Restricted Payment or (IIy) at the time of the making of such Restricted Payment, in either case after giving effect to the relevant restricted payment on a pro forma basis, Payment and (C) in the case of any Debt or Lien in connection therewith, either (I) at the time of entry into the commitment for such Debt or Lien or (II) at the time of the incurrence of such Debt or Lien, in either case after giving effect to the relevant Debt on a pro forma basis and/or (D3) in the case of any restricted payment in respect repayment of any Junior Debt made within 60 days of delivering an irrevocable noticeIndebtedness, either (I) at the time of (or on the basis of the financial statements for the most recently ended fiscal quarter at the time of) (x) delivery an of irrevocable notice (which may be conditional) notice with respect to such restricted payment repayment of Indebtedness or (IIy) at the time of the making of such restricted paymentrepayment of Indebtedness (the applicable date pursuant to clause (1), (2) or (3), as applicable, the “LCT Test Date”), in either case each case, after giving effect to the relevant Permitted Acquisition, Restricted Payment and/or restricted payment and repayment of Indebtedness on a Pro Forma Basis. If the Borrower has made a LCT Election for any substantially concurrent Limited Condition Transaction, then in connection with any subsequent determination of compliance with any financial ratio or test and/or the amount of Consolidated EBITDA or CTA with respect 69 to the incurrence of Debt on a pro forma basis. For the avoidance of doubtIndebtedness or Liens, if any of such ratios, tests or caps are exceeded as a result of fluctuations in such ratios, tests or caps (including due to fluctuations in EBITDAX of the Borrower or the person subject to such acquisition making of Restricted Payments or Investment restricted repayment of Indebtedness on or other transaction), at or following the relevant LCT Test Date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, compliance with any such financial ratio or test and/or the relevant transaction amount of Consolidated EBITDA or actionCTA shall be tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA or CTA, as applicable, (i) on a Pro Forma Basis assuming such ratios, tests or caps will not be deemed to Limited Condition Transaction and any other transactions in connection therewith have been exceeded as consummated (including any incurrence of Indebtedness and the use of proceeds thereof), and (ii) with respect to clauses (B) and (C) above, on a result of non-Pro Forma Basis assuming such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or takentransactions have not been consummated.