Pro Forma Basis Calculation Sample Clauses

Pro Forma Basis Calculation. Notwithstanding the foregoing, the parties hereto acknowledge and agree that all calculations of the Consolidated Interest Coverage Ratio, Consolidated Leverage Ratio and the Consolidated Senior Leverage Ratio for purposes of determining compliance with Section 8.08(a), (b) and (c) shall be made on a Pro Forma Basis.

Pro Forma Basis Calculation. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of (i) the Consolidated Interest Coverage Ratio, the Consolidated Net Leverage Ratio and Consolidated Net Secured First Lien Leverage Ratio for purposes of determining compliance with Section 7.02(l), Section 7.06(e) and Section 7.11, (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w), (iii) the amount of Tangible Assets in Sections 7.01(w), 7.02(l), 7.02(m), 7.03(l) and 8.03 or (iv) any other test that is based on satisfying a financial ratio or metric (other than in the definition of Specified Consolidated Net Tangible Assets and for purposes of Section 2.05(e)), shall be made on a Pro Forma Basis (A) with respect to any acquisition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period and (B) with respect to any disposition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period. With respect to the above Pro Forma Basis calculations, in the event that the relevant entity or property, which is being acquired or disposed, reports its financial results on a semi-annual basis, the Administrative Agent and the Borrower may utilize the two most recent semi-annual financial results for purposes of making such calculation and such above determination in a manner similar to the above that is mutually agreeable.

Pro Forma Basis Calculation. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of (i) the Total Leverage Ratio and the First Lien Leverage Ratio for purposes of determining compliance with the Incremental Debt Cap, Section 6.13, Section 7.03(j), Section 7.06(e), Section 7.06(m) and Section 7.11, (ii) Consolidated Net Tangible Assets, (iii) the Fixed Charge Coverage Ratio for purposes of determining compliance with Section 7.06(m)[reserved], or (iv) any other test that is based on satisfying a financial ratio or metric, shall be made on a Pro Forma Basis. (A) with respect to any acquisition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period and (B) with respect to any disposition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period. With respect to the above Pro Forma Basis calculations, in the event that the relevant entity or property, which is being acquired or disposed, reports its financial results on a semi-annual basis, the Administrative Agent and the Borrower may utilize the two most recent semi-annual financial results for purposes of making such calculation and such above determination in a manner similar to the above that is mutually agreeable.

Pro Forma Basis Calculation. Notwithstanding the foregoing, the parties hereto acknowledge and agree that all calculations of the financial covenants in Section 8.11 and the all calculations of the Consolidated Adjusted Leverage Ratio shall be made on a Pro Forma Basis.

Pro Forma Basis Calculation. Notwithstanding the foregoing, the parties hereto acknowledge and agree that all calculations of the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio for purposes of determining compliance with Section 7.11(a) and (b) shall be made on a Pro Forma Basis (i) with respect to any acquisition by the Borrower or its Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Borrower and its Subsidiaries for such period and (ii) with respect to any disposition by the Borrower or its Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower and its Subsidiaries for such period.

Pro Forma Basis Calculation. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of Consolidated Net Tangible Assets or any other test that is based on satisfying a financial ratio or metric, shall be made on a Pro Forma Basis: (i) with respect to any acquisition by the Main Borrower or its Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Main Borrower and its Subsidiaries for such period and (ii) with respect to any disposition by the Main Borrower or its Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Main Borrower and its Subsidiaries for such period. With respect to the above Pro Forma Basis calculations, in the event that the relevant entity or property, which is being acquired or disposed, reports its financial results on a semi-annual basis, the Administrative Agent and the Main Borrower may utilize the two most recent semi-annual financial results for purposes of making such calculation and such above determination in a manner similar to the above that is mutually agreeable.

Pro Forma Basis Calculation. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of (i) the Total Leverage Ratio and the First Lien Leverage Ratio for purposes of determining compliance with the Incremental Debt Cap, Section 6.13, Section 7.03(j), Section 7.06(e) and, Section 7.06(m) and Section 7.11, (ii) Consolidated Net Tangible Assets, (iii) the Fixed Charge Coverage Ratio for purposes of determining compliance with Section 7.06(m), or (iv) any other test that is based on satisfying a financial ratio or metric, shall be made on a Pro Forma Basis (A) with respect to any acquisition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period and (B) with respect to any disposition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period. With respect to the above Pro Forma Basis calculations, in the event that the relevant entity or property, which is being acquired or disposed, reports its financial results on a semi-annual basis, the Administrative Agent and the Borrower may utilize the two most recent semi-annual financial results for purposes of making such calculation and such above determination in a manner similar to the above that is mutually agreeable.

Pro Forma Basis Calculation. Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of (i) the Total Leverage Ratio, the Secured Leverage Ratio and the First Lien Leverage Ratio, (ii) Consolidated Assets or (iii) any other test that is based on satisfying a financial ratio or metric, shall be made on a Pro Forma Basis. With respect to the above Pro Forma Basis calculations, in the event that a relevant entity or property which is being acquired or disposed reports its financial results on a semi-annual basis, the Facilities Administrative Agent and the Borrower may utilize the two most recent semi-annual financial results for purposes of making such calculation and such above determination in a manner similar to the above that is mutually agreeable.

Pro Forma Basis Calculation. (a) Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that all calculations of (i) Pro Forma Compliance with the Financial Performance Covenant, (ii) Total Assets in the definition of Material Subsidiary, (iii) Consolidated Total Assets in the definition of Material Subsidiary, (iv) Consolidated Net Tangible Assets in Sections 9.02(n), 9.03(f) and 9.05(d) and (v) any other test hereunder that is based on satisfying a financial ratio or metric shall be performed on a Pro Forma Basis for any fiscal period ending on or prior to the first anniversary of a Permitted Acquisition, permitted Disposition (or any similar transaction or transactions that require a waiver or consent of the Majority Lenders pursuant to Section 9.05 or 9.08), discontinued operations or designation of a Subsidiary as being a Restricted Subsidiary or an Unrestricted Subsidiary, as the case may be; provided that (A) in the event that (1) the aggregate consideration for any Permitted Acquisition or the net cash proceeds from any permitted Disposition (or aggregate consideration for, or net cash proceeds from, any similar transaction or transactions that require a waiver or consent of the Majority Lenders pursuant to Section 9.05 or 9.08) or effect of any discontinued operations, when combined with the aggregate consideration and net cash proceeds for all other transactions occurring from the beginning of the applicable Test Period through the date of determination whose effect is not calculated on a Pro Forma Basis by virtue of this proviso, is less than five percent (5.0%) of EBITDA as of the then most recently ended Test Period or (2) the relevant Restricted Subsidiary that is designated as an Unrestricted Subsidiary or redesignated as a Restricted Subsidiary through a Subsidiary Redesignation is an Immaterial Subsidiary, the Borrower may elect not to treat such events on a Pro Forma Basis; and (b) Pro forma calculations made on a Pro Forma Basis or pro forma basis shall be determined in good faith by a Responsible Officer of the Borrower and (i) may give pro forma effect to any such event on an annualized basis for any quarter ending on or prior to such anniversary and (ii) may include adjustments to reflect operating expense reductions and other operating improvements or synergies reasonably expected to result from any such Permitted Acquisition, permitted Disposition or other similar transaction or discontinued operations, to the extent that the ...

Pro Forma Basis Calculation. Notwithstanding the foregoing, the parties hereto acknowledge and agree that all calculations of the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio for purposes of determining compliance with Section 7.11(a) and (b) shall be made on a Pro Forma Basis (i) with respect to any acquisition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the acquired Person or business for the most recent four fiscal quarter period for which financial statements are available is equal to or greater than 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period or if such acquired business is Excel and (ii) with respect to any disposition by the Borrower or its Restricted Subsidiaries of any Person, property or assets, if the Consolidated EBITDA for the Person or business being disposed of for the most recent four fiscal quarter period for which financial statements are available was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for such period.