Common use of Pro Forma Adjustments for Acquisitions and Dispositions Clause in Contracts

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Restricted Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or Disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition or the Disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition or such Disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 6.05, during the period of four fiscal quarters (4) Fiscal Quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of the Borrower Representative), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Total Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments in the nature of cost savings and synergies arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary other Loan Party makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of the Borrower), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in on the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Funded Indebtedness to EBITDA Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any a Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Company most recently ended, the Funded Debt to EBITDA Ratio and the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of such Borrower), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Restricted Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or Disposition dispositionDisposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition or the Disposition dispositionDisposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of such Company), as if such Acquisition or such Disposition dispositionDisposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Permitted Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.; provided that calculation of Adjusted Consolidated EBITDA shall be determined on a pro forma basis as described in the definition thereof. ​

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower the Company or any Restricted Subsidiary makes any Permitted Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Company most recently ended, the Fixed Charge Coverage Ratio, the Leverage Ratio and Net Worth shall be calculated after giving pro forma effect thereto in a manner acceptable to the Lender (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Permitted Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Consolidated Net Leverage Ratio and Consolidated Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period; provided that calculation of Adjusted Consolidated EBITDA shall be determined on a pro forma basis as described in the definition thereof.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Restricted Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers most recently ended, the Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of such Company), as if such Acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 and Section 6.13 or Disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition of assetsDisposition, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of the Borrower), as if such Acquisition acquisition or such Disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Leverage Ratio and Fixed Charge Coverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Permitted Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Ratio financial ratios (including those set forth in Section 6.12) and related definitions, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary of its Subsidiaries makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently endedended for which financial statements have been delivered, the Fixed Charge Coverage Total Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Permitted Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Ratio financial ratios (including those set forth in Section 6.12) and related definitions, as applicable, shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.”

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Coverage Funded Indebtedness to EBITDA Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in on the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any the Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers Borrower most recently ended, the Fixed Charge Interest Coverage Ratio and Total Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any a Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers most recently ended, EBITDA and the Fixed Charge Coverage Total Net Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of such Borrower), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period. SECTION 1.07.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent any Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or Disposition disposition (including by a Division) of assets outside the ordinary course of business permitted by Section 6.05 during the period of four fiscal quarters of the Borrowers most recently ended, the Fixed Charge Coverage Leverage Ratio shall be calculated after giving pro forma effect thereto (including pro forma adjustments arising out of events which are directly attributable to the Acquisition acquisition or the Disposition disposition of assets, are factually supportable and are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial OfficerOfficer of such Borrower), as if such Acquisition acquisition or such Disposition disposition (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four-quarter period.