Incremental Funds Certain Provision definition
Incremental Funds Certain Provision shall have the meaning set forth in Section 2.25(c).
Incremental Funds Certain Provision. For purposes of determining compliance on a Pro Forma Basis with the financial covenants in Article VI or other ratio requirement under this Agreement, or whether a Default or Event of Default has occurred and is continuing, in each case in connection with the consummation of an Acquisition using proceeds from an Incremental Term Loan that qualifies to be subject to the Incremental Funds Certain Provision, the date of determination shall, at the option of the Borrower, be (A) the date of funding of such Incremental Term Loan, or (B) the date of execution of such Acquisition Agreement, and such determination shall be made after giving effect to such Acquisition (and the other transactions to be entered into in connection therewith, including any incurrence of Indebtedness and the use of proceeds thereof) on a Pro Forma Basis, and, for the avoidance of doubt, if such financial covenants or other ratio requirement is subsequently breached as a result of fluctuations in the ratio that is subject of such financial covenants or other ratio requirement (including due to fluctuations in Consolidated EBITDA of Holdings, the Borrower and its Restricted Subsidiaries on a consolidated basis or the EBITDA (calculated in a manner consistent with the calculation of Consolidated EBITDA) of the acquired Person or assets), at or prior to the consummation of such Acquisition (and the other transactions to be entered into in connection therewith), such financial covenants or other ratio requirement will not be deemed to have been breached as a result of such fluctuations solely for the purpose of determining whether such Acquisition (and the other transactions to be entered into in connection therewith) constitutes a Permitted Acquisition; provided; that (x) if the Borrower elects to have such determination occur at the time of entry into the applicable Acquisition Agreement (and not at the time of consummation of the Acquisition), (I) the Incremental Term Loan to be incurred shall be deemed incurred at the time of such election (unless the applicable Acquisition Agreement is terminated without actually consummating the applicable Permitted Acquisition, in which case such Acquisition and related Incremental Term Loan will not be treated as having occurred) and outstanding thereafter for purposes of calculating compliance, on a Pro Forma Basis, with any applicable financial covenants or other ratio requirement in this Agreement (even if unrelated to determining whether such Ac...
Incremental Funds Certain Provision shall have the meaning set forth in Section 2.01(d)(ii). “Indebtedness” of any Person means the sum of all indebtedness of such Person on a consolidated basis (without duplication) with respect to: (a) borrowed money or obligations represented by bonds, debentures, notes or other similar instruments; (b) the aggregate amount of Capital Lease Obligations; provided, that, to the extent such obligations are limited in recourse to the propertyProperty subject to such Capital Lease, such limited recourse obligations shall be included in Indebtedness only to the extent of the fair market value of such property; (c) the capitalized amount of the remaining lease payments under any Synthetic Lease that would appear on a balance sheet of such Person, prepared as of such date in accordance with GAAP, if such lease were accounted for as a Capital Lease; (d) the outstanding principal amount of any Securitization Transaction, after taking into account reserve accounts and making appropriate adjustments, determined by the Administrative Agent in its reasonable discretion; (e) all obligations of others secured by any Lien on any propertyProperty of such Person, but, to the extent such Lien does not extend to any other propertyProperty of such Person and is otherwise non-recourse against such Person, limited to the lesser of: (i) the aggregate unpaid amount of such obligations; and (ii) the fair market value of such propertyProperty as reasonably determined by such Person; (f) all indebtedness representing the deferred purchase price of propertyProperty or services, but excluding: (i) trade payables and accrued liabilities in the ordinary course of business; and (ii) any purchase price adjustment, contingent payment or deferred payment incurred in connection with an Acquisition or other Investment, so long as such obligation has not become a liability on the balance sheet of such Person in accordance with GAAP; (g)net obligations under Swap Contracts; (h) all obligations for the reimbursement of any obligor under letters of credit, bankers’ acceptances, and similar credit transactions; and (i) Guarantees in respect of, or to assure an obligee against failure to make payment in respect of, liabilities, obligations or indebtedness of the kind described in clauses (a) through (h) above. Notwithstanding anything to the contrary in the foregoing, in no event shall any of the following constitute Indebtedness: (i) obligations or liabilities in respect of any Equity Interests,; (...
Examples of Incremental Funds Certain Provision in a sentence
For purposes of clarity, the establishment of Incremental Revolving Commitments shall not be subject at any time to the Incremental Funds Certain Provision.
For purposes of clarity, increases in the Aggregate Revolving Commitments shall not be subject at any time to the Incremental Funds Certain Provision.
More Definitions of Incremental Funds Certain Provision
Incremental Funds Certain Provision. For purposes of determining compliance on a Pro Forma Basis with the financial covenants in Section 8.10 or other ratio requirement under this Agreement, or whether a Default or Event of Default has occurred and is continuing, in each case in connection with the consummation of an Acquisition using proceeds from an Incremental Term Loan subject to the Incremental Funds Certain Provision, the date of determination shall, at the option of the Parent Borrower, be the date of execution of such Acquisition Agreement, and such determination shall be made after giving effect to such Acquisition (and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof)) on a Pro Forma Basis, and, for the avoidance of doubt, if any such financial covenant or other ratio requirement is subsequently breached as a result of fluctuations in the ratio that is subject of any such financial covenant or other ratio requirement (including due to fluctuations in Consolidated EBITDA of the 47 CHAR1\1732710v2
Incremental Funds Certain Provision shall have the meaning set forth in Section 2.25(c). “Incremental Revolving Commitment” shall have the meaning set forth in Section 2.25(a). “Incremental Term Loan” shall have the meaning set forth in Section 2.25(a).
Incremental Funds Certain Provision has the meaning specified in the Secured Credit Agreement.