Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d).
Pro Forma Adjustment Certificate means a certificate of a Responsible Officer of Company delivered pursuant to Section 6.1(xii) or setting forth the information described in clause (d) of Section 6.1(iii).
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower setting forth the amount of the Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor.
Examples of Pro Forma Adjustment Certificate in a sentence
Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Parent, the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a Pro Forma Adjustment Certificate.
Attached hereto in reasonable detail the calculations required to establish the basis for any (i) Pro Forma Adjustment not previously set forth in any Pro Forma Adjustment Certificate and (ii) change in the amount of a Pro Forma Adjustment set forth in any Pro Forma Adjustment Certificate previously provided.
More Definitions of Pro Forma Adjustment Certificate
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of RailAmerica delivered pursuant to Section 9.1(i) or setting forth the information described in clause (iv) to Section 9.1(d).
Pro Forma Adjustment Certificate means a certificate of a Responsible Officer of Borrower delivered pursuant to subsection 6.1(xii) setting forth the information described in clause (d) of subsection 6.1(iii).
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of Parent delivered pursuant to Section 8.1(n).
Pro Forma Adjustment Certificate means a certificate signed by a Financial Officer of the Borrower and delivered to the Administrative Agent for delivery to the Lenders setting forth a reasonably detailed calculation of any Pro Forma Adjustment.
Pro Forma Adjustment Certificate not later than the consummation of any Acquisition by Borrower or any of its Subsidiaries for which there shall be a Pro Forma Adjustment, an Officer's Certificate of Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor; and
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of the Borrower delivered pursuant to Section 9.1(h) or setting forth the information described in clause (iv) to Section 9.1(d). “Pro Forma Basis” shall mean, with respect to compliance with any test or covenant hereunder or any calculation with respect thereto required by the terms of this Agreement to be calculated on a Pro Forma Basis, that (a), to the extent applicable, the Pro Forma Adjustment shall have been made, and (b) all Specified Transactions occurring after the most recent Calculation Date for which Section 9.1 Financials have been delivered covering the fiscal quarter ended on such Calculation Date 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: (i) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (A) in the case of a disposition of all or substantially all Capital Stock in any Subsidiary of Holdings or any division, product line or facility used for operations of any Parent Guarantor, the Borrower or any of their Subsidiaries shall be excluded and (B) in the case of a Permitted Acquisition or permitted Investment described in the definition of “Specified Transaction” shall be included, (ii) any retirement of Indebtedness constituting a Specified Transaction or in connection therewith and (iii) any Indebtedness incurred or assumed by the Parent Guarantors, the Borrower or any of its Restricted Subsidiaries in connection therewith (including Indebtedness of Restricted Subsidiaries constituting a Specified Transaction or acquired in connection with a Specified Transaction that is not retired) and the use of cash or cash equivalents with respect to such Specified Transaction; provided that compliance with Section 10.9 shall be determined without duplication of adjustments made pursuant to the definitions of “Consolidated EBITDA” or “Pro Forma Adjustment”.
Pro Forma Adjustment Certificate means any certificate of an Authorized Officer of Holdings delivered pursuant to Section 9.1(h) orSection 9.1(d) .