Common use of Calculation of Financial Covenants Clause in Contracts

Calculation of Financial Covenants. (a) If the Total Funded Debt to Adjusted EBITDA Ratio or the Interest Coverage Ratio are being calculated at any time after the date on which the Parent or any of its Subsidiaries has completed an Acquisition or Disposition (which term, for the purposes of this definition, shall include any event or occurrence whereby a Subsidiary ceases to carry on business) of a division, line of business or of a Subsidiary, the amount of EBITDA and Interest attributable to the subject of such Acquisition or Disposition (or Funded Debt incurred or repaid in respect of such Acquisition or Disposition) to be included, in the case of an Acquisition, or excluded, in the case of a Disposition, in calculating such ratio will (i) in respect of EBITDA, be calculated on a pro forma basis, (y) in the case of an Acquisition, giving effect to the actual results of the prior owners of such Asset; and (z) in the case of a Disposition of an Asset, the actual results of the Borrower or its applicable Subsidiary in respect of such Asset; and (ii) in respect of Interest Expense, be calculated on a pro forma basis, based on the amount of Funded Debt created, incurred or assumed by the Borrower or its applicable Subsidiary in connection with the Acquisition of such Asset (or repaid in connection with a Disposition), for greater certainty, in the case of each of (i) and (ii) above as if such Asset was Acquired or Disposed of as of the first day of the period in respect of which the calculations are being made.

Appears in 2 contracts

Samples: Senior Secured Credit Agreement (Tucows Inc /Pa/), Senior Secured Credit Agreement (Tucows Inc /Pa/)

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Calculation of Financial Covenants. (a) If the Total Funded Debt to Adjusted EBITDA Ratio or the Interest Coverage Ratio are being calculated at any time after the date on which the Parent or any of its Subsidiaries a Tucows Group Entity has completed an Acquisition or Disposition (which term, for the purposes of this definition, shall include any event or occurrence whereby a Subsidiary Tucows Group Entity ceases to carry on business) of a division, line of business or of a SubsidiaryTucows Group Entity, the amount of Adjusted EBITDA and Interest attributable to the subject of such Acquisition or Disposition (or Funded Debt incurred or repaid in respect of such Acquisition or Disposition) to be included, in the case of an Acquisition, or excluded, in the case of a Disposition, in calculating such ratio will (i) in respect of Adjusted EBITDA, be calculated on a pro forma basis, (y) in the case of an Acquisition, giving effect to the actual results of the prior owners of such Asset; and (z) in the case of a Disposition of an Asset, the actual results of the Borrower Borrowers or its their applicable Subsidiary in respect of such Asset; and (ii) in respect of Interest Expense, be calculated on a pro forma basis, based on the amount of Funded Debt created, incurred or assumed by the Borrower Borrowers or its their applicable Subsidiary in connection with the Acquisition of such Asset (or repaid in connection with a Disposition), for greater certainty, in the case of each of (i) and (ii) above as if such Asset was Acquired or Disposed of as of the first day of the period in respect of which the calculations are being made.

Appears in 1 contract

Samples: Credit Agreement (Tucows Inc /Pa/)

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Calculation of Financial Covenants. (a) If the Total Funded Debt to Adjusted EBITDA Ratio or the Interest Coverage Ratio are being calculated at any time after the date on which the Parent or any of its Subsidiaries has completed an Acquisition or Disposition (which term, for the purposes of this definition, shall include any event or occurrence whereby a Subsidiary ceases to carry on business) of a division, line of business or of a Subsidiary, the amount of Adjusted EBITDA and Interest attributable to the subject of such Acquisition or Disposition (or Funded Debt incurred or repaid in respect of such Acquisition or Disposition) to be included, in the case of an Acquisition, or excluded, in the case of a Disposition, in calculating such ratio will (i) in respect of Adjusted EBITDA, be calculated on a pro forma basis, (y) in the case of an Acquisition, giving effect to the actual results of the prior owners of such Asset; and (z) in the case of a Disposition of an Asset, the actual results of the Borrower or its applicable Subsidiary in respect of such Asset; and (ii) in respect of Interest Expense, be calculated on a pro forma basis, based on the amount of Funded Debt created, incurred or assumed by the Borrower or its applicable Subsidiary in connection with the Acquisition of such Asset (or repaid in connection with a Disposition), for greater certainty, in the case of each of (i) and (ii) above as if such Asset was Acquired or Disposed of as of the first day of the period in respect of which the calculations are being made.

Appears in 1 contract

Samples: Senior Secured Credit Agreement (Tucows Inc /Pa/)

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