Pro Forma Covenant Compliance. Borrower shall have delivered to Agent evidence reasonably satisfactory to Agent that Borrower will be in pro forma compliance with the covenants set forth in §9 immediately after giving effect to the extension.
Pro Forma Covenant Compliance. For purposes of this Agreement and any other Loan Document, when determining pro forma compliance with the covenants set forth in Sections 8.2.15 and 8.2.17, such determination (x) shall be based on the most recently ended fiscal quarter for which financial statements have been delivered (or were due to be delivered) by the Borrowers in accordance with Sections 8.3.1 or 8.3.2 and (y) shall give pro forma effect to all Permitted Acquisitions, all issuances, incurrences or assumptions of Indebtedness (with any such Indebtedness being deemed to be amortized over the applicable testing period in accordance with its terms) and all dispositions of any equity interests in a Subsidiary or all or substantially all the assets of a Subsidiary or division or line of business of a Subsidiary outside the ordinary course of business (and any related prepayments or repayments of Indebtedness).
Pro Forma Covenant Compliance. Immediately after giving pro forma effect to such extension of credit and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 hereof as of the end of the most recently ended fiscal quarter for which financial statements were required to be delivered prior to the date of such extension of credit (provided that, in the case of an extension of credit to finance a Limited Condition Acquisition in accordance with Section 2.27, such calculation shall be made in compliance with Section 1.6). Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder and each Revolving Loan Conversion shall constitute a representation and warranty by the Borrower as of the date of such extension of credit, or Revolving Loan Conversion, as applicable, that the conditions contained in this Section 5.2 have been satisfied.
Pro Forma Covenant Compliance. No Borrower may Request or obtain any Advance in an amount which, when aggregated with all other Advances (and all Advances (other than Rollover Advances) (in each case as defined in the Existing Facility Agreement)) (the Relevant Advances) made since the last day of the most recent Ratio Period ending prior to the proposed date of that Advance for which financial statements have been delivered pursuant to Clause 4.1 (Documentary conditions precedent) or Clause 16.2(a) or (b) (Financial information) (the Relevant Ratio Period) would cause UPC Broadband to fail to be in compliance with the financial ratios set out in Clause 17.2 (Financial ratios) for the Relevant Ratio Period, if such financial ratios were re-tested for the Relevant Ratio Period after adding the aggregate amount of all such Relevant Advances to the amount of Senior Debt and Total Debt used in calculating such ratios.
Pro Forma Covenant Compliance. The Borrower shall be in compliance with the financial covenants set forth in Section 7.1 hereof as of the last day of the most recent fiscal quarter for which financial statements have been delivered pursuant to Section 6.1, with the aggregate outstanding amount of all Revolving Extensions of Credit calculated on a pro forma basis giving effect to such requested Revolving Extension of Credit.
Pro Forma Covenant Compliance. Immediately after giving pro forma effect to such extension of credit and the use of proceeds thereof, the Borrower shall be in compliance with the financial covenants set forth in Section 7.1 hereof (including for the avoidance of doubt the covenant set forth in Section 7.1(b), if the Borrower’s pro forma Adjusted Quick Ratio would have resulted in a Covenant Testing Period), as of the end of the most recently ended reporting period for which financial statements were required to be delivered prior to the date of such extension of credit (provided that, in the case of an extension of credit to finance a Limited Condition Acquisition in accordance with Section 2.27, such calculation shall be made in compliance with Section 1.6). Each borrowing by and issuance of a Letter of Credit on behalf of the Borrower hereunder and each Revolving Loan Conversion shall constitute a representation and warranty by the Borrower as of the date of such extension of credit, or Revolving Loan Conversion, as applicable, that the conditions contained in this Section 5.2 have been satisfied.
Pro Forma Covenant Compliance. No Borrower may Request or obtain any Advance in an amount which, when aggregated with all other Advances (other than Rollover Advances) (and all Advances (in each case as defined in the New Facility Agreement) (the Relevant Advances) made since the last day of the most recent Ratio Period ending prior to the proposed date of that Advance for which financial statements have been delivered pursuant to Clause 4.1 (Documentary conditions precedent) or Clause 16.2(a) or (b) (Financial information) (the Relevant Ratio Period) would cause UPC Broadband to fail to be in compliance with the financial ratios set out in Clause 17.2 (Financial ratios) for the Relevant Ratio Period, if such financial ratios were re-tested for the Relevant Ratio Period after adding the aggregate amount of all such Relevant Advances to the amount of Senior Debt and Total Debt used in calculating such ratios.
Pro Forma Covenant Compliance. The Loan Parties shall be in compliance, on a pro forma basis after giving effect to the making of such Delayed Draw Term Loan, with each of the financial covenants contained in Section 7.03.
Pro Forma Covenant Compliance. Not later than five Banking Days before the Acquisition Closing Date, the Borrower shall provide to the Agent, a computation, certified by a Financial Officer of the Borrower, showing pro forma compliance as of the date of such acquisition with the financial tests set forth in Section 6.5, after giving effect to any increases in Financing Debt incurred in connection with such acquisition and adding to the financial statements most recently delivered to the Agent the Pro Forma EBITDA of the Acquired Party for the most recently completed period of four consecutive fiscal quarters; Each Lender shall be deemed to have approved any non-GAAP adjustments used in such certified calculation of the Pro Forma EBITDA (as shown in the due diligence report sent to the Lenders) unless, within five Banking Days after the Company (via the Agent) gives notice to such Lender of the proposed Pro Forma EBITDA calculations showing such non-GAAP adjustments, such Lender has given notice to the Company and the Agent of its objection to such non-GAAP adjustments.
Pro Forma Covenant Compliance. After giving pro forma effect to the maximum possible principal amount of the Delayed Draw Term Loans that could ever be made pursuant to this Amendment (and assuming that the Delayed Draw Term Loans were made, and the Kinetics Acquisition was consummated, as of the first day of the most recent Test Period), as of the date of the most recent financial statements delivered pursuant to Section 5.01(a) or (b) of the Credit Agreement, Borrower would be in compliance on a Pro Forma Basis with each of the covenants set forth in Sections 6.09(a) and (b) of the Credit Agreement.
