Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 8 contracts

Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.), Credit Agreement (True Temper Sports Inc)

AutoNDA by SimpleDocs

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to and (b) required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 8 contracts

Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition Consolidated EBITDA.

Appears in 7 contracts

Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition Consolidated EBITDA.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc)

Pro Forma Calculations. (a) All pro forma calculations permitted or required to be made by the Borrower Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act of 1933Act, as amended, together with those adjustments that or (ac) have been certified by a Financial Officer of the Borrower Holdings as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agentassumptions.

Appears in 4 contracts

Samples: Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.), Agency Transfer Agreement (Pactiv Evergreen Inc.), Fourth Amended and Restated Credit Agreement (Pactiv Evergreen Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by Intermediate Holdings, the Borrower or any a Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amendedAct, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower Intermediate Holdings as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated EBITDA.

Appears in 3 contracts

Samples: Senior Secured Credit Agreement (ADS Waste Holdings, Inc.), Senior Secured Credit Agreement (Advanced Disposal Services Glacier Ridge Landfill, LLC), Senior Secured Credit Agreement (Trestle Transport, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated EBITDA.

Appears in 2 contracts

Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement (other than for purposes of Section 4.02(q)) shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to and (b) required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 2 contracts

Samples: Credit Agreement (Spectrum Brands, Inc.), Credit Agreement (Spectrum Brands, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to and (iii) required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 1 contract

Samples: Credit Agreement (Huntington Ingalls Industries, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any a Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and and/or (b) are based on reasonably detailed written assumptions reasonably acceptable to required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Advanced Disposal Services, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ab) (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent, or (c) are required by the definition of Consolidated EBITDA.

Appears in 1 contract

Samples: Credit Agreement (Fairway Group Holdings Corp)

AutoNDA by SimpleDocs

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that or (ac)(i) have been certified by a Financial Officer of the Borrower Holdings as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (ASC Holdco, Inc.)

Pro Forma Calculations. All (a)All pro forma calculations permitted or required to be made by the Borrower Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act of 1933Act, as amended, together with those adjustments that or (ac) have been certified by a Financial Officer of the Borrower Holdings as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agentassumptions.

Appears in 1 contract

Samples: Credit Agreement (Pactiv Evergreen Inc.)

Pro Forma Calculations. (%3) All pro forma calculations permitted or required to be made by the Borrower Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by the definition of Consolidated EBITDA, (b) would be permitted or required by Regulation S-X under the Securities Act of 1933Act, as amended, together with those adjustments that or (ac) have been certified by a Financial Officer of the Borrower Holdings as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agentassumptions.

Appears in 1 contract

Samples: Credit Agreement (Reynolds Group Holdings LTD)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated EBITDA.

Appears in 1 contract

Samples: Credit Agreement (Allegiant Travel CO)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Lead Borrower or any a Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amendedAct, together with those adjustments that (ai) have been certified by a Financial Officer of the Lead Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated EBITDA.

Appears in 1 contract

Samples: Credit Agreement (Wca Waste Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated Adjusted EBITDA.

Appears in 1 contract

Samples: Credit Agreement (GT Solar International, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!