Pro Forma Calculation. Notwithstanding anything to the contrary herein, the calculation of the Consolidated Leverage Ratio and the Consolidated Interest Coverage Ratio on any date for any purpose under this Agreement shall be made on a Pro Forma Basis.
Pro Forma Calculation. Whenever pro forma effect is to be given to a Permitted Acquisition, the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Administrative Borrower and may include, without duplication, cost savings, operating expense reductions, restructuring charges and expenses and cost-saving synergies resulting from such Permitted Acquisition, in each case calculated in the manner described, and subject to the limitations contained, in the definition of EBITDA.
Pro Forma Calculation. With respect to any reference herein to determining compliance with Section 7.11 on a pro forma basis after giving effect to a transaction or other event, such determination or compliance shall be calculated as though such transaction or other event had been consummated or made as of the first day of the four fiscal quarter period most recently ended for which financial information pursuant to Section 6.01(a) or (b) has been delivered to the Administrative Agent and the Lenders, and on the basis of such financial information.
Pro Forma Calculation. In the event that the Borrower or any Subsidiary shall have consummated a Permitted Acquisition or an Investment in a joint venture during any four fiscal quarter period for which any financial covenant contained in this Section 6.26 is calculated, such financial covenant shall be calculated as if such Permitted Acquisition or Investment (including any Indebtedness incurred in connection therewith) had been consummated on the first day of such four fiscal quarter period, provided that the Borrower shall not include such Permitted Acquisition or Investment in the calculation of Consolidated EBITDA, unless the Borrower shall have delivered to the Lenders, at or prior to the time financial statements as of the last day of such four fiscal quarter period are delivered to the Lenders pursuant to Section 6.1, the most recently audited and unaudited financial statements of the acquired business or Person or joint venture, as the case may be, for such period and presented in conformity with generally accepted accounting principles of the applicable jurisdiction. Prior to the consummation of any Permitted Acquisition for Consideration in excess of $50,000,000 or at any time the Borrower has consummated Permitted Acquisitions having Consideration of more than $100,000,000 in the aggregate since the end of the most recent Fiscal Quarter for which financial statements have been delivered, the Borrower shall deliver to the Agent a certificate signed on behalf of the Borrower by its Chief Financial Officer or Treasurer setting forth the Leverage Ratio as of the last day of the most recent fiscal quarter for which the Borrower has delivered financial statements pursuant to Section 6.1 calculated on a pro forma basis as if such Permitted Acquisition were entered into at the beginning of the four-fiscal quarter period and otherwise in accordance with the provisions set forth in this Section 6.26.4.
Pro Forma Calculation. (a) For purposes of calculating EBITDA, Fixed Charges Coverage Ratio, Maximum Total Leverage Ratio and Net Sales, any Specified Transactions (and the incurrence or repayment of any Debt in connection therewith) that have been made (i) during the applicable Computation Period and (ii) (except when calculating EBITDA, Maximum Total Leverage Ratio and Net Sales for purposes of determining actual compliance (and not pro forma compliance or compliance on a pro forma basis) with Section 7.13) subsequent to such Computation Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis, in accordance with this Section 1.4, assuming that all such Specified Transactions (and any increase or decrease in EBITDA and the component financial definitions used therein attributable to any Specified Transaction) had occurred on the first day of the applicable Computation Period. If since the beginning of any applicable Computation Period any Person (each, an “Acquired Person”) that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Computation Period shall have made any Specified Transaction (treating for this purpose references to the Borrower in such definition as a reference to such Acquired Person) that would have required adjustment pursuant to this Section 1.4, then EBITDA, Fixed Charges Coverage Ratio, Maximum Total Leverage Ratio and Net Sales shall be calculated to give pro forma effect thereto in accordance with this Section 1.4.
(b) Whenever pro forma effect is to be given to a Specified Transaction, the pro forma calculations shall be made in good faith by, and shall be set forth in a reasonably detailed certificate (to be delivered to the Agent) of, a responsible financial or accounting officer of the Borrower, and include as an increase to EBITDA, for the avoidance of doubt, the amount of cost savings, operating expense reductions and synergies projected by the Borrower in good faith to be realized as a result of specified actions taken during such period (calculated on a pro forma basis as though such cost savings, operating expense reductions and synergies had been realized on the first day of such period as if such cost savings, operating expense reductions and synergies were realized during the entirety of such period) relating to such Specified Transacti...
Pro Forma Calculation. Notwithstanding anything to the contrary herein, the Consolidated Interest and Rent Coverage Ratio, the Consolidated Net Leverage Ratio and the Consolidated Leverage Ratio shall be calculated on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that, notwithstanding the foregoing, when calculating the Consolidated Interest and Rent Coverage Ratio, the Consolidated Net Leverage Ratio or the Consolidated Leverage Ratio, as applicable, for purposes of (i) the Applicable Rate and (ii) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the financial covenants set forth in Section 7.07, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. With respect to any provision of this Agreement (other than the provisions of Section 7.07) that requires compliance or Pro Forma Compliance with the financial covenants set forth in Section 7.07, such compliance or Pro Forma Compliance shall be required regardless of whether the Company is otherwise required to comply with such covenant under the terms of Section 7.07 at such time.
Pro Forma Calculation. Notwithstanding anything to the contrary contained in this Agreement or the Transfer Agreement (as defined in Section 7.8), no payments shall be made under Sections 1.3(e), 1.3(f) or 1.3(g) of this Agreement unless such payment would be required to be made if the determinations and calculations required by such sections are made on a pro forma basis as if the Business as defined in this Agreement and the Business as defined in the Transfer Agreement were treated as a single business (subject to a single $1,000,000 threshold for the purposes of calculating the Adjustment pursuant to Section 1.3(f) of this Agreement and the comparable provision of the Transfer Agreement), and in such event the portion of such payment to be made pursuant to this Agreement shall be equal to 265/309ths of such payment, and the balance of such payment shall be made pursuant to the Transfer Agreement.
Pro Forma Calculation. Notwithstanding anything to the contrary contained in this Agreement or the Asset Purchase Agreement, no payments shall be made under Sections 3(c), (d) and (e) of this Agreement unless such payment would be required to be made if the determinations and calculations required by such sections are made on a pro forma basis as if the Business as defined in this Agreement and the Business as defined in the Asset Purchase Agreement were treated as a single business (subject to a single $1,000,000 threshold for the purposes of calculating the Adjustment pursuant to Section 3(c) of this Agreement and the comparable provision of the Asset Purchase Agreement), and in such event the portion of any such payment to be made pursuant to this Agreement shall be equal to 44/309ths of such payment, and the balance of such payment shall be made pursuant to the Asset Purchase Agreement.
Pro Forma Calculation. Whenever the Agreement requires or permits the determination of the pro forma Consolidated EBITDA of Viners and Delco for the periods prior to their acquisition by the Company and the Guarantor, the Purchasers hereby agree that such determination may be made without regard to (a) a $1,800,000 pre- tax non-recurring employee bonus incurred by Viners in its fiscal quarter ending April 30, 2000 and (b) a total of $3,000,000 in pre-tax non-recurring employee bonus and employee compensation charges incurred by Delco in its fiscal quarter ending July 31, 2000.
Pro Forma Calculation. Notwithstanding the fact that neither Section 6.13(a) above nor any other provision of this Agreement imposes any test for the incurrence of Indebtedness, in the event of a transaction giving rise to the need to calculate whether $1.00 of additional Indebtedness could be incurred under this Section 6.13(b), the Borrower shall be deemed to be subject to an incurrence test and to be able to incur $1.00 of additional Indebtedness if the ratio of Consolidated EBITDA to Consolidated Interest Expense is less than the Required Ratio as calculated:
(i) as of the end of the most recently ended fiscal quarter prior to the date of calculation for the period of four fiscal quarters then ended;
(ii) after giving effect on a pro forma basis to such transaction and any Indebtedness incurred or to be Incurred in connection therewith as if such transaction occurred and such Indebtedness had been Incurred on the first day of such period and the discharge of any other Indebtedness repaid, repurchased, defeased or otherwise discharged with the proceeds of such new Indebtedness as if such discharge had occurred on the first day of such period. For purposes of this clause (b), whenever pro forma effect is to be given to a transaction, the pro forma calculations shall be determined in good faith by a responsible financial or accounting Officer of the Borrower. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months).
