Pro Forma Transactions Clause Samples
A Pro Forma Transactions clause defines how hypothetical or projected financial transactions are to be treated for the purposes of financial reporting or covenant compliance. This clause typically outlines the method for adjusting financial statements to reflect the assumed impact of events such as mergers, acquisitions, or asset sales as if they had occurred at an earlier date. By standardizing the treatment of these hypothetical scenarios, the clause ensures consistency and clarity in financial analysis, helping parties assess compliance and make informed decisions based on adjusted financial data.
Pro Forma Transactions. With respect to any period during which any Permitted Acquisition or any sale, transfer or other disposition of any material assets outside the ordinary course of business occurs, for purposes of determining compliance with the covenants contained in Sections 6.1 and 6.7, or for purposes of determining the Leverage Ratio as of any date, calculations with respect to such period shall be made on a Pro Forma Basis.
Pro Forma Transactions. Covenant Calculations 5253
Pro Forma Transactions. Notwithstanding anything to the contrary contained in this Article or any other provision hereof, it is the explicit intent of the Parties, and the Parties hereby acknowledge and consent, that the ACL Pro Forma Transactions shall be consummated by CSX and ACL at or prior to the Closing.
Pro Forma Transactions. Notwithstanding anything to the contrary contained in this Article VI or any other provision of this Agreement, ITTI shall cause the transactions described in Schedule 6.7(a) (the "Pro Forma Transactions") to be consummated 94 87 at or prior to the Closing. Purchaser agrees that no action comprising any portion of the Pro Forma Transactions, nor any action reasonably taken in connection therewith, shall, in and of itself, constitute a breach of any representation, warranty or covenant contained in this Agreement unless such action is undertaken in a manner (e.g., in violation of any applicable law which would otherwise violate such representation, warranty or covenant. ITTI shall and shall cause its Subsidiaries to use their best efforts to consummate the Pro Forma Transactions as expeditiously as possible following the date of the Agreement. ITTI shall provide Purchaser copies of and the opportunity to review and comment on the documents relating to the Pro Forma Transactions prior to their signature.
Pro Forma Transactions. Covenant Calculations 55 1.6 Effect of This Agreement on the Second Amended and Restated Credit Agreement and Other Credit Documents 55 1.7 Medicis Transactions 55 1.8 Bausch & Lomb Transactions; Sun Transactions 55 1.9 Acquisition Escrow Debt Transactions 56 SECTION 2. LOANS AND LETTERS OF CREDIT 56 2.1 Term Loans 56 2.2 Revolving Loans 57 2.3 Swing Line Loans 58 2.4 Issuance of Letters of Credit and Purchase of Participations Therein 60 2.5 Pro Rata Shares; Availability of Funds 63 2.6 Use of Proceeds 63 2.7 Evidence of Debt; Register; Lenders’ Books and Records; Notes 64 2.8 Interest on Loans 64 2.9 Conversion/Continuation 66 2.10 Default Interest 66 2.11 Fees 67 2.12 Scheduled Payments/Commitment Reductions 70 2.13 Voluntary Prepayments/Commitment Reductions 72 2.14 Mandatory Prepayments 75 2.15 Application of Prepayments 77 2.16 General Provisions Regarding Payments 78 2.17 Ratable Sharing 79 2.18 Making or Maintaining Eurodollar Rate Loans 79 2.19 Increased Costs; Capital Adequacy 80 2.20 Taxes; Withholding, etc. 82 2.21 Obligation to Mitigate 83 2.22 Defaulting Lenders 84 2.23 Removal or Replacement of a Lender 84 2.24 Interest Act (Canada) 85 2.25 Incremental Facilities 85 2.26 Extensions of Loans and Commitments 88 SECTION 3. CONDITIONS PRECEDENT 90 3.1 Third Restatement Date 90 3.2 Prior Credit Dates 92 3.3 Conditions to Each Credit Extension 92 SECTION 4. REPRESENTATIONS AND WARRANTIES 93 4.1 Organization; Requisite Power and Authority; Qualification 93 Page
Pro Forma Transactions. Notwithstanding anything to the contrary contained in this Article VI or any other provision of this Agreement, ITTI shall cause the transactions described in Schedule 6.7(a) (the "Pro Forma Transactions") to be consummated at or prior to the Closing. Purchaser agrees that no action comprising any portion of the Pro Forma Transactions, nor any action reasonably taken in connection therewith, shall constitute a breach of any of Section 4.6, 4.12, 4.13 or 6.1 unless such action is undertaken in a manner (e.g., in violation of any applicable law) which would otherwise violate such representation, warranty or covenant.
Pro Forma Transactions. Covenant Calculations 5354 1.6 Effect of This Agreement on the Second Amended and Restated Credit Agreement and Other Credit Documents 5355 1.7 Medicis Transactions 5455 1.8 Bausch & Lomb Transactions; Sun Transactions 5455 1.9 Acquisition Escrow Debt Transactions 5455 SECTION 2.