Common use of Pro Forma Adjustments Clause in Contracts

Pro Forma Adjustments. In calculating the Company's compliance with --------------------- the financial covenants set forth in paragraphs 1(a), (b), (c) and (d) above, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions occurring after the Closing Date and during the relevant Rolling Four-Quarter Period: (i) For the purposes of paragraphs 1(a), (b), (c) and (d), EBITDA shall be adjusted on a pro forma basis to include the actual historical EBITDA of such acquired entity for such period (as defined in this Annex C, but determined for such entity) , as if such entity had ------- been acquired on the first day of such period, to eliminate, as of the first day of such period, any Indebtedness refinanced in such Acquisition and to include, as of the first day of such period, any Indebtedness incurred in connection with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such period, including, any interest attributable to any Indebtedness incurred in connection with such Acquisition, but excluding any Interest Expense or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisition.

Pro Forma Adjustments. In calculating the Company's compliance with --------------------- the financial covenants set forth specified in paragraphs 1(a)Sections 7.15, (b), (c) 7.16 and (d) above7.17, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions acquisitions and dispositions occurring after the Closing Restatement Effective Date and during the relevant Rolling Four-Quarter Periodtest period: (ia) For the purposes of paragraphs 1(a)Sections 7.15, (b)7.16 and 7.17, (c) and (d)the EBITDA attributable to such acquisition, EBITDA shall be adjusted based on a pro forma basis to include the actual historical EBITDA of such acquired entity for such period (as defined in this Annex Cperiod, but determined for such entity) , shall be included as if such entity had ------- been acquired on the first day of such period, period to the extent that the relevant financial information with respect to it for the portion of such period prior to such acquisition can be determined with reasonable accuracy and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid or refinanced in such Acquisition acquisition and to include any Indebtedness incurred in connection with such acquisition (including any portion thereof used to fund the aforementioned refinancing); (b) For the purposes of Section 7.17, Fixed Charges shall include, as of the first day of such period and for the entire period, any Indebtedness incurred in connection Fixed Charges associated with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such periodentity, including, any interest attributable to any Indebtedness incurred in connection with such Acquisitionacquisition, but excluding any Interest Expense interest or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisitionacquisition (including any portion thereof used to fund the aforementioned refinancing); (c) For the purposes of Section 7.17, for any test period which occurs prior to the date when four (4) Fiscal Quarters have ended since the Restatement Effective Date, and that requires adjustments pursuant to clauses (i) and (ii) above, the Fixed Charge Coverage Ratio shall be calculated by annualizing the results for the Borrowers and their Subsidiaries before making the adjustments referred to in such clauses and then making the adjustment described in such clauses based on the actual results of the newly acquired entities for the twelve (12) months ended as of the end of the relevant test period; and (d) For the purposes of Section 7.15 and 7.16, Indebtedness and Senior Funded Debt of the Borrowers and their Subsidiaries shall be adjusted (A) upward to reflect any Indebtedness or Senior Funded Debt incurred or assumed in connection with such acquisition or disposition and (B) adjusted downward to reflect any Indebtedness or Senior Funded Debt repaid, retired or disposed of in connection with such acquisition, disposition or Service Agreement termination to the extent that the Borrowers and/or their Subsidiaries have been released from all liability therefor. (e) For the purposes of Sections 7.15, 7.16 and 7.17 of the EBITDA attributable to any entity all or substantially all of whose stock, equity interest or assets were disposed of shall be excluded as if such entity had been disposed of on the first day of such period and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid, retired or disposed of in connection with such disposition or termination to the extent that the Borrowers and/or the remaining Subsidiaries have been released from all liability therefor. (f) For the purposes of Section 7.17, Fixed Charges shall exclude, as of the first day of such period and for the entire period, and Fixed Charges associated with any entity disposed of, including, any interest or other Fixed Charges attributable to any Indebtedness repaid, retired or disposed of in such disposition or termination, to the extent that the Borrowers or the remaining Subsidiaries have been released from all liability therefor.

Pro Forma Adjustments. In calculating the Company's quarterly compliance with --------------------- the financial covenants set forth specified in paragraphs 1(a(a), (b), (c) and (dc) above, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions acquisitions, dispositions and terminations of Service Agreements (which are not contemporaneously replaced by Service Agreements with the same Managed Practices and which new agreements provide substantially the same EBITDA to the Borrower and its Subsidiaries as the terminated Service Agreements) occurring after the Closing Date and during the relevant Rolling Four-Quarter Periodtest period: (i) For the purposes of paragraphs 1(a(a), (b), ) and (c) and (d)the EBITDA attributable to such acquisition, EBITDA shall be adjusted based on a pro forma basis to include the actual historical EBITDA of such acquired entity for such period (as defined in this Annex Cperiod, but determined for such entity) , shall be included as if such entity had ------- been acquired on the first day of such periodperiod but shall be adjusted to reflect the APPI Physician compensation model, and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid, retired, disposed of or refinanced in E-1 109 such Acquisition acquisition and to include, as of the first day of such period, include any Indebtedness incurred in connection with such Acquisition acquisition (including any portion thereof incurred used to fund such the aforementioned refinancing); (ii) For the purposes of paragraph 1(b(a), Funded Debt Fixed Charges shall be adjusted on a pro forma basis to reflectinclude, as of the first day of such --------- period and for the entire period, any Funded Debt incurred, assumed or refinanced in connection Fixed Charges associated with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such any acquired entity for such period, as if such entity had been acquired on the first day of such periodentity, including, any interest attributable to any Indebtedness incurred in connection with such Acquisitionacquisition, but excluding any Interest Expense interest or other Fixed Charges attributable to any Indebtedness repaid, retired, disposed of or refinanced in such Acquisitionacquisition (including any portion thereof used to fund the aforementioned refinancing); (iii) For the purposes of paragraph (a), for any test period which occurs prior to the date when four (4) Fiscal Quarters have ended since the Closing Date, and that requires adjustments pursuant to clauses (i) and (ii) above, the Fixed Charge Coverage Ratio shall be calculated by annualizing the results for the Company and its Subsidiaries before making the adjustments referred to in such clauses and then making the adjustment described in such clauses based on the actual results of the newly acquired entities for the four (4) quarters ended as of the end of the relevant test period; and (iv) For the purposes of paragraphs (b) and (c), Indebtedness and Senior Debt of the Borrower and its Subsidiaries shall be adjusted (A) upward to reflect any Indebtedness or Senior Debt incurred or assumed in connection with such acquisition or disposition and (B) downward to reflect any Indebtedness or Senior Debt repaid, retired or disposed of in connection with such acquisition, disposition or Service Agreement termination to the extent that the Borrower and/or its Subsidiaries have been released from all liability therefor. (v) For the purposes of paragraphs (a), (b) and (c), the EBITDA attributable to any entity all or substantially all of whose Stock or assets were disposed of or to any terminated Service Agreement shall be excluded as if such entity had been disposed of, or such Service Agreement terminated, on the first day of such period and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid, retired or disposed of in connection with such disposition or termination to the extent that the Borrower and/or the remaining Subsidiaries have been released from all liability therefor. (vi) For the purposes of paragraph (a), Fixed Charges shall exclude, as of the first day of such period and for the entire period, any Fixed Charges associated with any entity disposed of or with any terminated Service Agreement, including, any interest or other Fixed Charges attributable to any Indebtedness repaid, retired or disposed of in such disposition or termination, to the extent that the Borrower and/or the remaining Subsidiaries have been released from all liability therefor.

Pro Forma Adjustments. In calculating the Company's compliance with --------------------- the financial covenants set forth specified in paragraphs 1(a)Sections 7.15, (b), (c) 7.16 and (d) above7.17 above and the definition of Revolving Credit Availability, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions acquisitions and dispositions occurring after the Closing Date and during the relevant Rolling Four-Quarter Periodtest period: (ia) For the purposes of paragraphs 1(a)Sections 7.15, (b)7.16 and 7.17 above, (c) and (d)the EBITDA attributable to such acquisition, EBITDA shall be adjusted based on a pro forma basis to include the actual historical EBITDA of such acquired entity for such period (as defined in this Annex Cperiod, but determined for such entity) , shall be included as if such entity had ------- been acquired on the first day of such period, period to the extent that the relevant financial information with respect to it for the portion of such period prior to such acquisition can be determined with reasonable accuracy and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid or refinanced in such Acquisition acquisition and to include any Indebtedness incurred in connection with such acquisition (including any portion thereof used to fund the aforementioned refinancing); (b) For the purposes of Section 7.17, Fixed Charges shall include, as of the first day of such period and for the entire period, any Indebtedness incurred in connection Fixed Charges associated with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such periodentity, including, any interest attributable to any Indebtedness incurred in connection with such Acquisitionacquisition, but excluding any Interest Expense interest or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisitionacquisition (including any portion thereof used to fund the aforementioned refinancing); (c) For the purposes of Section 7.17, for any test period which occurs prior to the date when four (4) Fiscal Quarters have ended since the Closing Date, and that requires adjustments pursuant to clauses (i) and (ii) above, the Fixed Charge Coverage Ratio shall be calculated by annualizing the results for the Borrowers and their Subsidiaries before making the adjustments referred to in such clauses and then making the adjustment described in such clauses based on the actual results of the newly acquired entities for the twelve (12) months ended as of the end of the relevant test period; and (d) For the purposes of Section 7.15 and 7.16, Indebtedness and Senior Funded Debt of the Borrowers and their Subsidiaries shall be adjusted (A) upward to reflect any Indebtedness or Senior Funded Debt incurred or assumed in connection with such acquisition or disposition and (B) adjusted downward to reflect any Indebtedness or Senior Funded Debt repaid, retired or disposed of in connection with such acquisition, disposition or Service Agreement termination to the extent that the Borrowers and/or their Subsidiaries have been released from all liability therefor. (e) For the purposes of Sections 7.15, 7.16 and 7.17 of the EBITDA attributable to any entity all or substantially all of whose stock, equity interest or assets were disposed of shall be excluded as if such entity had been disposed of on the first day of such period and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid, retired or disposed of in connection with such disposition or termination to the extent that the Borrowers and/or the remaining Subsidiaries have been released from all liability therefor. (f) For the purposes of Section 7.17, Fixed Charges shall exclude, as of the first day of such period and for the entire period, and Fixed Charges associated with any entity disposed of, including, any interest or other Fixed Charges attributable to any Indebtedness repaid, retired or disposed of in such disposition or termination, to the extent that the Borrowers and/or the remaining Subsidiaries have been released from all liability therefor.

Pro Forma Adjustments. In calculating the Company's compliance with --------------------- the financial covenants set forth specified in paragraphs 1(a)Sections 7.15, (b), (c) 7.16 and (d) above7.17, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions acquisitions and dispositions occurring after the Closing Effective Date and during the relevant Rolling Four-Quarter Periodtest period: (ia) For the purposes of paragraphs 1(a)Sections 7.15, (b)7.16 and 7.17, (c) and (d)the EBITDA attributable to such acquisition, EBITDA shall be adjusted based on a pro forma basis to include the actual historical EBITDA of such acquired entity for such period (as defined in this Annex Cperiod, but determined for such entity) , shall be included as if such entity had ------- been acquired on the first day of such period, period to the extent that the relevant financial information with respect to it for the portion of such period prior to such acquisition can be determined with reasonable accuracy and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid or refinanced in such Acquisition acquisition and to include any Indebtedness incurred in connection with such acquisition (including any portion thereof used to fund the aforementioned refinancing); (b) For the purposes of Section 7.17, Fixed Charges shall include, as of the first day of such period and for the entire period, any Indebtedness incurred in connection Fixed Charges associated with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such periodentity, including, any interest attributable to any Indebtedness incurred in connection with such Acquisitionacquisition, but excluding any Interest Expense interest or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisitionacquisition (including any portion thereof used to fund the aforementioned refinancing); (c) For the purposes of Section 7.17, for any test period which occurs prior to the date when four (4) Fiscal Quarters have ended since the Effective Date, and that requires adjustments pursuant to clauses (i) and (ii) above, the Fixed Charge Coverage Ratio shall be calculated by annualizing the results for the Borrowers and their Subsidiaries before making the adjustments referred to in such clauses and then making the adjustment described in such clauses based on the actual results of the newly acquired entities for the twelve (12) months ended as of the end of the relevant test period; and (d) For the purposes of Section 7.15 and 7.16, Indebtedness and Senior Funded Debt of the Borrowers and their Subsidiaries shall be adjusted (A) upward to reflect any Indebtedness or Senior Funded Debt incurred or assumed in connection with such acquisition or disposition and (B) adjusted downward to reflect any Indebtedness or Senior Funded Debt repaid, retired or disposed of in connection with such acquisition or disposition to the extent that the Borrowers and/or their Subsidiaries have been released from all liability therefor. (e) For the purposes of Sections 7.15, 7.16 and 7.17 of the EBITDA attributable to any entity all or substantially all of whose stock, equity interest or assets were disposed of shall be excluded as if such entity had been disposed of on the first day of such period and shall be adjusted to eliminate, as of the first day of such period, any Indebtedness repaid, retired or disposed of in connection with such disposition or termination to the extent that the Borrowers and/or the remaining Subsidiaries have been released from all liability therefor. (f) For the purposes of Section 7.17, Fixed Charges shall exclude, as of the first day of such period and for the entire period, and Fixed Charges associated with any entity disposed of, including, any interest or other Fixed Charges attributable to any Indebtedness repaid, retired or disposed of in such disposition or termination, to the extent that the Borrowers or the remaining Subsidiaries have been released from all liability therefor. (g) For the purposes of Sections 7.15, the total Indebtedness shall exclude the insurance premium financing arrangement described on Schedules 7.1 and 7.2.

Pro Forma Adjustments. In calculating the CompanyBorrower's compliance with --------------------- the financial covenants set forth in paragraphs 1(a), (b), (c) and (d) above, the following adjustments shall be made on a pro forma basis to reflect the --------- effect of Acquisitions occurring after the Closing Date and during the relevant Rolling Four-Quarter Period: (i) For the purposes of paragraphs 1(a), (b), (c) and (d), EBITDA shall be adjusted on a pro forma basis to include the actual --------- historical EBITDA of such acquired entity for such period (as defined in this Annex CG, but determined for such entity) , as if ------- such entity had ------- been acquired on the first day of such period, to eliminate, as of the first day of such period, any Indebtedness refinanced in such Acquisition and to include, as of the first day of such period, any Indebtedness incurred in connection with such Acquisition (including any portion thereof incurred to fund such refinancing); (ii) For the purposes of paragraph 1(b), Funded Debt shall be adjusted on a pro forma basis to reflect, as of the first day of such --------- period, any Funded Debt incurred, assumed or refinanced in connection with such Acquisition; and (iii) For the purposes of paragraphs 1(c) and (d), Capital Expenditures, Fixed Charges, Interest Expense and Tax Expense shall be adjusted on a pro forma basis to include the actual Capital --------- Expenditures, Fixed Charges, Interest Expense and Tax Expense of such acquired entity for such period, as if such entity had been acquired on the first day of such period, including, any interest attributable to any Indebtedness incurred in connection with such Acquisition, but excluding any Interest Expense or other Fixed Charges attributable to any Indebtedness refinanced in such Acquisition.