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

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any 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 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date. Each of the Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect to the Effective Date Transactions, such Acquisition or such disposition of assets (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable event, including, without limitation, the Effective Date Transactions, the Acquisition or the disposition of assets, (b) are factually supportable and (c) 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 of the Borrower to the Administrative Agent), as if such event, including the Effective Date Transactions, such Acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four (4)-fiscal quarter period, and approved by the Administrative Agent in its Permitted Discretion.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any 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 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio financial covenants set forth in Section 6.12 are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation of EBITDA, Fixed Charges or Interest Expense with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive previous fiscal quarters quarter of the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date. Each date and each of the Leverage Ratio and Ratio, the Secured Leverage Ratio, the Fixed Charge Coverage Ratio and the Interest Coverage Ratio, as to the extent applicable, shall be calculated after giving pro forma effect to the Effective Date Transactions, such Acquisition or such disposition of assets thereto (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable event, including, without limitation, the Effective Date Transactions, the Acquisition or the disposition of assets, (b) are factually supportable and (c) 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 of the Borrower to the Administrative AgentRepresentative), as if such event, including the Effective Date Transactions, such Acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in on the first day of such four period. For Acquisitions with total consideration (4)-fiscal quarter periodincluding the maximum potential total amount of all deferred payment obligations (including earn-outs) and Indebtedness assumed or incurred in connection therewith) exceeding $25,000,000, any pro forma calculations shall be made in good faith by a Financial Officer of the Borrower Representative and approved by may include, without duplication, “run rate” cost savings, operating expense reductions and synergies resulting from such Acquisition, in each case in the Administrative Agent manner described in its Permitted Discretionthe definition of EBITDA.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any 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 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date, each . Each of the Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect thereto to the Effective Date Transactions, such Acquisition or such disposition of assets (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable event, including, without limitation, the Effective Date Transactions, the Acquisition or the disposition of assets, (b) are factually supportable and (c) are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-S X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of the Borrower to the Administrative Agent), as if such event, including the Effective Date Transactions, such Acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four (4)-fiscal quarter period, and approved by the Administrative Agent in its Permitted Discretion.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the Borrower or any 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 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio of the Borrower and its Subsidiaries are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Borrower most recently Exhibit 10.23 ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date. Each , each of the Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect to the Effective Date Transactions, such Acquisition or such disposition of assets thereto (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable event, including, without limitation, the Effective Date Transactions, the Acquisition or the disposition of assets, (b) are factually supportable and (c) are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-S X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of the Borrower to the Administrative Agent), as if such event, including the Effective Date Transactions, such Acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four (4)-fiscal quarter period, and approved by the Administrative Agent in its Permitted Discretion.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent the any Borrower or any 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 or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio of the Group are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation with respect to financial ratios required by this Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Borrower Parent most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date. Each , each of the Leverage Ratio and the Fixed Charge Coverage Ratio, as applicable, shall be calculated after giving pro forma effect to the Effective Date Transactions, such Acquisition or such disposition of assets thereto (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable 509265-2130-15343-Active.25699682.17 event, including, without limitation, the Effective Date Transactions, the Acquisition or the disposition of assets, (b) are factually supportable and (c) are expected to have a continuing impact, in each case as determined on a basis consistent with Article 11 of Regulation S-S X of the Securities Act of 1933, as amended, as interpreted by the SEC, and as certified by a Financial Officer of the Borrower to the Administrative Agent), as if such event, including the Effective Date Transactions, such Acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four (4)-fiscal quarter period, and approved by the Administrative Agent in its Permitted Discretion.

Pro Forma Adjustments for Acquisitions and Dispositions. To the extent APLP, the Borrower or any Restricted Subsidiary makes any Acquisition acquisition permitted pursuant to Section 6.04 or disposition of assets outside the ordinary course of business permitted by Section 6.05 6.05, or to the extent the Leverage Ratio or the Fixed Charge Coverage Ratio financial covenants set forth in Section 6.12 are otherwise required under this Agreement to be calculated on a pro forma basis, then in each case for purposes of making any calculation of EBITDA or Interest Expense with respect to financial ratios required by this US 4894648v.16 Agreement, such calculation shall be made for the period of four (4) consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered in accordance with Section 5.01(a) or Section 5.01(b), as applicable; provided, for the avoidance of doubt, that any calculation of Indebtedness with respect to such financial ratios shall be made as of the date of such transaction and shall include any incurrence and repayment of Indebtedness as of such date. Each , (x) each of the Total Leverage Ratio, the Senior Secured Leverage Ratio and the Fixed Charge Interest Coverage Ratio, as applicable, Ratio shall be calculated after giving pro forma effect to the Effective Date Transactions, such Acquisition or such disposition of assets thereto (including pro forma adjustments arising out of events which (a) are directly attributable to the applicable event, including, without limitation, the Effective Date Transactions, the Acquisition acquisition or the disposition of assets, (b) are factually supportable and (c) 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 of the Borrower to the Administrative Agent)Officer, as if such event, including the Effective Date Transactions, such Acquisition acquisition or such disposition of assets (and any related incurrence, repayment or assumption of Indebtedness) had occurred in the first day of such four four-quarter period and (4)-fiscal y) with respect to any designation of an Unrestricted Subsidiary as a Restricted Subsidiary, effect shall be given to such designation and all other designations of Unrestricted Subsidiaries as Restricted Subsidiaries after the first day of such four-quarter periodperiod and on or prior to the date of the then applicable designation of an Unrestricted Subsidiary as a Restricted Subsidiary, and approved by the Administrative Agent in its Permitted Discretioncollectively.