Financial Incurrence Test definition

Financial Incurrence Test has the meaning specified in Section 1.07(8).
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Financial Incurrence Test has the meaning assigned to such term in Section 1.10(d).
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Financial Incurrence Test has the meaning specified in Section 1.11(b). “Financial Model” means the model made available by the Sponsor to the Arrangers on August 31, 2021. “First Amendment” means that certain Amendment No. 1 to First Lien Credit Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, Holdings, the other Loan Parties party thereto, the 2022 Incremental Term Lenders party thereto and the Administrative Agent. “First Amendment Effective Date” has the meaning specified in the First Amendment. “Fixed Amounts” has the meaning specified in Section 1.11(b). “Foreign Casualty Event” shall have the meaning assigned to such term in Section 2.05(b)(viii). “Foreign Disposition” shall have the meaning assigned to such term in Section 2.05(b)(viii). “Foreign Lender” means a lender that is not a U.S. Person. “Foreign Subsidiary” means any direct or indirect Subsidiary of the Borrower that is not a Domestic Subsidiary. “Fourth Amendment” means that certain Amendment No. 4 to First Lien Credit Agreement, dated as of the Amendment No. 4 Effective Date, by and among the Borrower, Holdings, the other Loan Parties party thereto, the Additional 2024 Xxxx Xxxxxx and the Administrative Agent. “FRB” means the Board of Governors of the Federal Reserve System of the United States. “FSHCO” means any direct or indirect Subsidiary of the Borrower that owns, directly or indirectly, no material assets other than Capital Stock (or, if applicable, Capital Stock and indebtedness) of one or more Controlled Foreign Subsidiaries or another FSHCO.
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Examples of Financial Incurrence Test in a sentence

  • Notwithstanding anything to the contrary herein, with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a Financial Incurrence Test, such Financial Incurrence Test shall be calculated without giving effect to, and shall disregard, any Indebtedness concurrently incurred under any revolving credit facility in connection with such amount incurred or transaction entered into.

  • For the avoidance of doubt, the Issuer shall not be required to give effect to prospective pricing “flex” or similar rights that have not been exercised on or prior to the LCT Test Date for purposes of calculating any Financial Incurrence Test in connection with any LCT Election.


More Definitions of Financial Incurrence Test

Financial Incurrence Test has the meaning assigned to it in the definition of “Fixed Charge Coverage Ratio.”
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Financial Incurrence Test has the meaning specified in Section 1.11(b). “Financial Model” means the model made available by the Sponsor to the Arrangers on August 31, 2021. “First Amendment” means that certain Amendment No. 1 to First Lien Credit Agreement, dated as of the First Amendment Effective Date, by and among the Borrower, Holdings, the other Loan Parties party thereto, the 2022 Incremental Term Lenders party thereto and the Administrative Agent. “First Amendment Effective Date” has the meaning specified in the First Amendment.
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Financial Incurrence Test as defined in Section 1.2(i).
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Financial Incurrence Test has the meaning specified in Section 1.11(b). “Financial Model” means the model made available by or on behalf of the Company to the Administrative Agent on January 10, 2023. “First Lien Obligations” shall mean any Indebtedness secured by Liens on the Collateral ranking pari passu to the Liens on the Collateral securing the Initial Term Loans or Revolving Credit Loans (but without regard to the control of remedies).
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Related to Financial Incurrence Test

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Pro Forma Compliance and “Pro Forma Effect” means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all capital stock in any Subsidiary of the Borrower or any division or product line of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or investment described in the definition of the term “Specified Transaction”, shall be included, (b) any retirement or repayment of Indebtedness, (c) any Indebtedness incurred by the Borrower or any of its Subsidiaries in connection therewith and if such indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness at the relevant date of determination and (d) the acquisition of any Consolidated Total Assets, whether pursuant to any Specified Transaction or any Person becoming a Subsidiary or merging, amalgamating or consolidating with or into the Borrower or any of its Subsidiaries or the Borrower or any of its Subsidiaries; provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof or in addition thereto), the foregoing pro forma adjustments described in clause (a) above may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of the term “Pro Forma Adjustment”.

  • LCT Test Date shall have the meaning provided in Section 1.12(b).

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Relevant Test Period With respect to any Loan, the relevant test period for the calculation of Net Senior Leverage Ratio, Interest Coverage Ratio, Total Net Leverage Ratio or EBITDA as applicable, for such Loan in accordance with the related Underlying Instruments or, if no such period is provided for therein, (i) for Obligors delivering monthly financial statements, each period of the last twelve (12) consecutive reported calendar months, and (ii) for Obligors delivering quarterly financial statements, each period of the last four (4) consecutive reported fiscal quarters of the principal Obligor on such Loan; provided that with respect to any Loan for which the relevant test period is not provided for in the related Underlying Instruments, if an Obligor is a newly-formed entity as to which twelve (12) consecutive calendar months have not yet elapsed, “Relevant Test Period” shall initially include the period from the date of formation of such Obligor to the end of the twelfth (12th) calendar month or fourth (4th) fiscal quarter (as the case may be) from the date of formation, and shall subsequently include each period of the last twelve (12) consecutive reported calendar months or four (4) consecutive reported fiscal quarters (as the case may be) of such Obligor.

  • Consolidated Adjusted EBITDA means, with respect to any specified Person for any period (the “Measurement Period”), the Consolidated Net Income of such Person for such period plus, without duplication and to the extent deducted (and not added back or excluded) in determining such Consolidated Net Income, the amounts for such period of:

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Collateral Quality Test means a test that is satisfied if, as of any date of determination, in the aggregate, the Collateral Loans owned (or in relation to a proposed acquisition of a Collateral Loan, both owned and proposed to be owned) by the Borrower satisfy each of the tests set forth below, calculated in each case in accordance with Section 1.3: