Total Indebtedness Leverage Ratio means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any Restricted Subsidiary Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Total Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation
Total Indebtedness Leverage Ratio means, with respect to any Person, on any date of determination, a ratio (i) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that would be stated on the consolidated balance sheet of such Person and held by such Person or its Restricted Subsidiaries, as determined in accordance with GAAP, as of the date of determination, and (ii) the denominator of which is the Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of such calculation, in each case calculated with the pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”
Total Indebtedness Leverage Ratio means, with respect to any Person, at any date the ratio of (i) an amount equal to (a) the amount of Indebtedness such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) minus (b) the amount of cash and Cash Equivalents of such Person and its Restricted Subsidiaries as of such date to (ii) EBITDA of such Person for the four full fiscal quarters for which internal financial statements are available immediately preceding such date on which such additional Indebtedness is Incurred. In the event that the Issuer or any of its Restricted Subsidiaries Incurs, repays, repurchases or redeems any Indebtedness subsequent to the commencement of the period for which the Total Indebtedness Leverage Ratio is being calculated but prior to the event for which the calculation of the Total Indebtedness Leverage Ratio is made (the “Total Leverage Calculation Date”), then the Total Indebtedness Leverage Ratio shall be calculated giving pro forma effect to such Incurrence, repayment, repurchase or redemption of Indebtedness as if the same had occurred at the beginning of the applicable four-quarter period; provided that the Issuer may elect, pursuant to an Officers’ Certificate delivered to the Trustee to treat all or any portion of the commitment under any Indebtedness as being Incurred at such time, in which case any subsequent Incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an Incurrence at such subsequent time. For purposes of making the computation referred to above, Investments, acquisitions, dispositions, mergers, consolidations and discontinued operations (as determined in accordance with GAAP), in each case with respect to an operating unit of a business, and any operational changes that the Issuer or any of its Restricted Subsidiaries has determined to make and/or made after September 20, 2006 and during the four-quarter reference period or subsequent to such reference period and on or prior to or simultaneously with the Total Leverage Calculation Date (each, for purposes of this definition, a “pro forma event”) shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, consolidations (including the Original Transactions), discontinued operations and other operational changes (and the change of any associated Indebtedness and the change in EBITDA resulting therefrom) had occ...
Examples of Total Indebtedness Leverage Ratio in a sentence
The Agent may in its reasonable discretion waive any visit or inspection conducted pursuant to this Section 7.9(a) if at the time of determination (i) Suppressed Availability is greater than 50% of the Maximum Revolver Amount and (ii) the Total Indebtedness Leverage Ratio is less than 3.50 to 1.00; provided, that the Agent may not waive a visit or inspection conducted pursuant to this Section 7.9(a) for two consecutive 12-month periods.
Unless otherwise specified, all accounting terms used in each Loan Document shall be interpreted, and all accounting determinations and computations thereunder (including under Consolidated EBITDA, Consolidated Total Indebtedness, Leverage Ratio and the component definitions used in such calculations) shall be made, in accordance with GAAP, applied in a consistent manner except as otherwise specifically prescribed herein.
Each item of Indebtedness that is incurred, assumed or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, assumed, issued or taken first, to the extent available, pursuant to the relevant Consolidated Fixed Charge Coverage Ratio, Senior Secured Indebtedness Leverage Ratio, Total Indebtedness Leverage Ratio or other ratio-based test.
The Agent may in its reasonable discretion waive any Appraisal conducted pursuant to this Section 7.9(c) if at the time of determination (i) Suppressed Availability is greater than 50% of the Maximum Revolver Amount and (ii) the Total Indebtedness Leverage Ratio is less than 3.50 to 1.00; provided, that the Agent may not waive an Appraisal conducted pursuant to this Section 7.9(c) for two consecutive 12-month periods.
More Definitions of Total Indebtedness Leverage Ratio
Total Indebtedness Leverage Ratio means on any date of determination, a ratio (a) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness for borrowed money of the Consolidated Parties on a consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that (i) would be stated on the consolidated balance sheet of the Consolidated Parties and held by the Consolidated Parties, as determined in accordance with GAAP, as of the date of determination, and (ii) constitutes (A) Unrestricted Cash, (B) cash and Cash Equivalents restricted in favor of the Obligations (which may also include cash and Cash Equivalents securing other Indebtedness that is secured by a Permitted Lien on the Collateral on a pari passu or junior lien basis with the Obligations) or (C) to the extent such Indebtedness is included in clause (a) above, proceeds of Indebtedness incurred to finance a Permitted Acquisition or other permitted Investment that are subject to customary escrow or similar arrangements pending consummation of such Permitted Acquisition or other Investment, and (b) the denominator of which is the Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters for which financial information in respect thereof is available, in each case calculated on a pro forma basis.
Total Indebtedness Leverage Ratio means, with respect to any Person, at any date the ratio of (i) an amount equal to (a) the amount of Indebtedness such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) minus
Total Indebtedness Leverage Ratio means on any date of determination, a ratio (i) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness of the Consolidated Parties on a consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that would be stated on the consolidated balance sheet of the Consolidated Parties and held by the Consolidated Parties, as determined in accordance with GAAP, as of the date of determination, and (ii) the denominator of which is the Consolidated EBITDA for the most recent period of four (4) consecutive Fiscal Quarters for which financial information in respect thereof is available, in each case calculated on a pro forma basis.
Total Indebtedness Leverage Ratio means, with respect to any Person, on any date of determination, a ratio (i) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness of such Person and its Restricted Subsidiaries on a consolidated basis outstanding on such date, less the amount of cash, Cash Equivalents, Investment Grade Securities and Temporary Cash Investments that would be stated on the consolidated balance sheet of such Person and held by such Person or its Restricted Subsidiaries, as determined in accordance with GAAP, as of the date of determination, and (ii) the denominator of which is the Consolidated Cash Flow Available for Fixed Charges of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of such calculation, in each case calculated with the pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”
Total Indebtedness Leverage Ratio means, with respect to any Person, at any date, the ratio of (i) Consolidated Total Indebtedness of such Person and its Restricted Subsidiaries as of such date of calculation (determined on a consolidated basis in accordance with GAAP) less the amount of cash and Cash Equivalents in excess of any Restricted Cash that would be stated on the balance sheet of such Person and its Restricted Subsidiaries and held by such Person and its Restricted Subsidiaries as of such date of determination to (ii) EBITDA of such Person for the four full fiscal quarters for which financial statements have been delivered to the Trustee immediately preceding such date on which such additional Indebtedness is Incurred.
Total Indebtedness Leverage Ratio means on any date of determination, a ratio (a) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness for borrowed money of the Consolidated Parties on a consolidated basis outstanding on such date, less the amount of cash and Cash Equivalents that (i) would be stated on the consolidated balance sheet of the Consolidated Parties and held by the Consolidated Parties, as determined in accordance with GAAP, as of the date of determination, and (ii) constitutes (A) Unrestricted Cash, (B) cash and Cash Equivalents restricted in favor of the Obligations (which may also include cash and Cash Equivalents securing other Indebtedness that is secured by a Permitted Lien on the Collateral on a pari passu or junior lien basis with the Obligations) or (C) to the extent such Indebtedness is included in clause (a) above, proceeds of Indebtedness incurred to finance a Permitted Acquisition or other permitted Investment that are subject to customary escrow or similar arrangements pending consummation of such Permitted Acquisition or other Investment, and (b) the denominator of which is the Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters for which financial information in respect thereof is available, in each case calculated on a pro forma basis. “Transactions” means, collectively, (a) the amendment and restatement of the Existing Loan Agreement, (b) the execution, delivery and performance by the Obligors of the Loan Documents to which they are a party and the making of the borrowings hereunder and (c) the payment of related fees and expenses in connection with each of the foregoing. “Type” means any type of a Loan determined with respect to the interest option applicable thereto, which shall be a Term SOFR Loan, a Daily SOFR Loan, a BA EquivalentTerm XXXXX Loan, a EURIBOR Loan, a Base Rate Loan, a Canadian Prime Rate Loan, a XXXXX Rate Loan or a Bank Bill Rate Loan. “UCC” means the Uniform Commercial Code, as in effect from time to time, of the State of New York or of any other state the laws of which are required as a result thereof to be applied in connection with the issue of perfection of security interests. “U.K. Borrower” means any Borrower (a) that is organized or formed under the laws of any constituent part of the United Kingdom or (b) payment from which under this Agreement or any other Loan Document are subject to withholding Taxes imposed by the laws of the United Kingd...
Total Indebtedness Leverage Ratio means, with respect to any Person, on any date of determination, a ratio (i) the numerator of which is the aggregate principal amount (or accreted value, as the case may be) of Indebtedness that of such Person and its Restricted Subsidiaries on a consolidated basis outstanding on such date, and (ii) the denominator of which is the Adjusted EBITDA of such Person for the four full fiscal quarters, treated as one period, for which financial information in respect thereof is available immediately preceding the date of such calculation, in each case calculated with the pro forma adjustments as are appropriate and consistent with the pro forma adjustment provisions set forth in the definition of “Consolidated Fixed Charge Coverage Ratio.”