Pro Forma Adjustment Sample Clauses
A Pro Forma Adjustment clause allows for the modification of financial statements or figures to reflect hypothetical scenarios or anticipated changes, such as mergers, acquisitions, or significant transactions. In practice, this clause is used to present what the financial results would look like if certain events had occurred at an earlier date, often for the purposes of due diligence or compliance with financial covenants. Its core function is to provide a more accurate and relevant financial picture for decision-making, ensuring that all parties have a clear understanding of the potential impact of significant business changes.
Pro Forma Adjustment for any Test Period that includes all or any part of a fiscal quarter included in any Post-Acquisition Period, with respect to the Acquired EBITDA of the applicable Acquired Entity or Business or the Consolidated EBITDA of the Borrowers, the pro forma increase or decrease in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, projected by the Borrowers in good faith as a result of (a) actions taken or expected to be taken during such Post-Acquisition Period for the purposes of realizing reasonably identifiable and factually supportable cost savings or (b) any additional costs incurred during such Post-Acquisition Period, in each case in connection with the combination of the operations of such Acquired Entity or Business with the operations of the Borrowers and the Restricted Subsidiaries; provided that, so long as such actions are taken or expected to be taken during such Post-Acquisition Period or such costs are incurred during such Post-Acquisition Period, as applicable, it may be assumed, for purposes of projecting such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, that such cost savings will be realizable during the entirety of such Test Period, or such additional costs, as applicable, will be incurred during the entirety of such Test Period; provided further that any such pro forma increase or decrease to such Acquired EBITDA or such Consolidated EBITDA, as the case may be, shall be without duplication for cost savings or additional costs already included in such Acquired EBITDA or such Consolidated EBITDA, as the case may be, for such Test Period.
Pro Forma Adjustment for the purposes of calculating EBITDA for any measurement period, if at any time during such measurement period, any Borrower or any of its Subsidiaries shall have made a Permitted Acquisition or Asset Disposition, EBITDA for such measurement period shall be calculated after giving pro forma effect thereto as if any such Permitted Acquisition or Asset Disposition occurred on the first day of such measurement period, including (a) with respect to an any Permitted Acquisition, inclusion of the actual historical results of operation of such acquired Person or line of business during such measurement period) and (b) with respect to any Asset Disposition, exclusion of the actual historical results of operations of the disposed of Person or line of business or assets during such measurement period.
Pro Forma Adjustment. The amount of any Pro Forma Adjustment not previously set forth in any Pro Forma Adjustment Certificate is $ and the amount of any change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided is $ .23