Common use of Pro Forma Basis Calculation Clause in Contracts

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 Consolidated Interest Coverage Total Leverage 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) 6.13 and Section 7.11, (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w)Net Tangible Assets, or (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))metric, shall be made on a Pro Forma Basis 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 Consolidated Interest Coverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Net Secured the First Lien Leverage Ratio for purposes of determining compliance with Section 7.02(l)the Incremental Debt Cap, Section 7.06(eSections 6.13, 7.03(i) and Section 7.117.06(e), (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w), Net Tangible Assets or (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))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 (or if financial statements are not available for four consecutive fiscal quarters, the number of consecutive fiscal quarters 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 (or if financial statements are not available for four consecutive fiscal quarters, the number of consecutive fiscal quarters 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 Consolidated Interest Coverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Net Secured the First Lien Leverage Ratio for purposes of determining compliance with the Incremental Debt Cap, Section 7.02(l6.13, Section 7.03(j), Section 7.06(e) and Section 7.117.06(m), (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w)Net Tangible Assets or, (iii) the amount Fixed Charge Coverage Ratio for purposes of Tangible Assets in Sections 7.01(wdetermining compliance with Section 7.06(m), 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))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 Consolidated Interest Coverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Net Secured the First Lien Leverage Ratio for purposes of determining compliance with Section 7.02(l)the Incremental Debt Cap, Section 7.06(eSections 6.13, 7.03(i) and Section 7.117.06(e), (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w), Net Tangible Assets or (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))metric, shall be made on a Pro Forma Basis (A) with respect to any acquisition by the Borrower Surviving Parent, the Borrowers or its their 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 (or if financial statements are not available for four consecutive fiscal quarters, the number of consecutive fiscal quarters for which financial statements are available) is equal to or greater than 5% of the Consolidated EBITDA of the Borrower Surviving Parent, the Borrowers and its their Restricted Subsidiaries for such period and (B) with respect to any disposition by the Borrower Surviving Parent, the Borrowers or its their 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 (or if financial statements are not available for four consecutive fiscal quarters, the number of consecutive fiscal quarters for which financial statements are available) was equal to or exceeded 5% of the Consolidated EBITDA of the Borrower Surviving Parent, the Borrowers and its their 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 Borrowers 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 Consolidated Interest Coverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Net Secured the First Lien Leverage Ratio for purposes of determining compliance with the Section 7.02(l6.13, Section 7.03(j), Section 7.06(e) and Section 7.117.06(m), (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w)Net Tangible Assets, (iii) the amount of Tangible Assets in Sections 7.01(w)[reserved], 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))metric, shall be made on a Pro Forma Basis 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 (ia) the Consolidated Net 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, (iib) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w)Cap, (iiic) the amount of Tangible Assets in Sections 7.01(w7.01(v), 7.02(l), 7.02(m), 7.03(l) and 8.03 or (ivd) 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 (Ai) 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 (Bii) 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 Consolidated Interest Coverage Ratio, the Consolidated Net Total Leverage Ratio and Consolidated Net Secured the First Lien Leverage Ratio for purposes of determining compliance with the Incremental Debt Cap, Section 7.02(l6.13, Section 7.03(j), Section 7.06(e) and Section 7.117.06(m), (ii) Consolidated EBITDA in the definition of Incremental Debt Cap and for purposes of Section 7.01(w), Net Tangible Assets or (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))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.