Common use of Financial Tests Clause in Contracts

Financial Tests. Borrower hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement: A. Section 11.14(a) - Minimum Consolidated Working Capital 1. Consolidated Current Assets of the Consolidated Group $________ 2. Less: Consolidated Current Liabilities of the Consolidated Group $________ 3. Total (Consolidated Working Capital) $________ 4. Minimum required $250,000,000 1. Consolidated Net Income $________ 2. Plus: Interest Expense $________ income tax expense $________ depreciation $________ amortization $________ transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date $________ non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent $________ interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans $________ Less: non-cash income tax benefits or gains $________ any cancellation of Debt income $________ additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower $________ any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges $________ any gains from non-ordinary course asset dispositions $________ any extraordinary gains (excluding interest income received by any Loan Party in the normal course of its business) $________ any gains from discontinued operations $________ the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries $________ the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions $________ the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary $________ 3. Total (EBITDA) $________ 4. Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash $________ 5. dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding $________ cash payments made in respect of the September 2023 Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) 6. all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) $________ 7. unfinanced Capital Expenditures $________ 8. Sum of (4) through (7) $________ 9. Remainder of (3) minus (8) $________ 10. cash Interest Expense $________

Financial Tests. Borrower hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement: A. Section 11.14(a) - Minimum Consolidated Working Capital 1. Consolidated Current Assets of the Consolidated Group $________ 2. Less: Consolidated Current Liabilities of the Consolidated Group $________ _ 3. Total (Consolidated Working Capital) $________ 4. Minimum required $250,000,000200,000,000 1. Consolidated Net Income $________ 2. Plus: Interest Expense $________ income tax expense $________ depreciation $________ amortization $________ transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date $________ non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent $________ interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans $________ Less: non-cash income tax benefits or gains $________ any cancellation of Debt income $________ additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower $________ any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges $________ any gains from non-ordinary course asset dispositions $________ any extraordinary gains (excluding including interest income received by any Loan Party in the normal course of its business) $________ any gains from discontinued operations $________ the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries $________ the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions $________ the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary $________ 3. Total (EBITDA) $________ 4. Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash $________ 5. dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding cash payments made in respect of the September 2023 $________ cash payments made in respect of the September 2023 Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) 6. all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) $________ 7. unfinanced Capital Expenditures $________ 8. Sum of (4) through (7) $________ 9. Remainder of (3) minus (8) $________ 10. cash Interest Expense $________

Financial Tests. Borrower The Company hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement:, after giving effect to the proposed Acquisition of the Target (all calculations set forth below give effect to the proposed Acquisition and are calculated for the applicable periods as if the Target were a Loan Party for the entire relevant period, i.e., if a financial covenant is measured for the immediately preceding four quarters ended as of the Computation Date, the financial results of the Target as well as the Loan Parties will be included in that four quarter period calculation): A. Section 11.14(a) - Minimum Consolidated Working Capital 1. Consolidated Current Assets of the Consolidated Group $________ 2. Less: Consolidated Current Liabilities of the Consolidated Group $________ 3. Total (Consolidated Working Capital) $________ 4. Minimum required $250,000,000EBITDA 1. Consolidated Net Income $Income$________ 2. Plus: :Interest Expense $Expense$________ income tax expense expense$________ depreciation$________ amortization$________ losses from Asset Dispositions$________ extraordinary losses$________ noncash losses from discontinued operations $________ depreciation $other noncash charges$________ 3. Minus:noncash credits$________ amortization $gains from Asset Dispositions$________ transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date $________ non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent $________ interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans $________ Less: non-cash income tax benefits or gains $________ any cancellation of Debt income $________ additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower $________ any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges $________ any gains from non-ordinary course asset dispositions $________ any extraordinary gains (excluding interest income received by any Loan Party in the normal course of its business) $________ any noncash gains from discontinued operations $________ the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries $________ the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions $________ the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary $________ 3. Total (EBITDA) $extraordinary income$________ 4. Less: Income taxes paid or payable in cash by Total (EBITDA) for the Loan Parties net of any income tax refunds to the extent paid in cash $Company (consolidated)$________ 5. dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding net income$________ 6. Plus:Interest Expense$________ income tax expense$________ amortization$________ depreciation$________ losses from Asset Dispositions$________ extraordinary losses$________ noncash losses from discontinued operations $________ cash payments made in respect of the September 2023 Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) 6. all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) $noncash charges$________ 7. unfinanced Capital Expenditures $Minus:noncash credits$________ 8. Sum of (4) through (7) $gains from Asset Dispositions$________ 9. Remainder of (3) minus (8) $noncash gains from discontinued operations$________ 10. cash Interest Expense $other extraordinary income$________ 8. Total (EBITDA) for Target$________ 9. Proforma EBITDA for prior Acquisitions$________ 10. Proforma Total (EBITDA) (sum of items A(4), A(8) and A(9))$________

Financial Tests. Borrower hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement: A. Section 11.14(a) - Minimum Consolidated Working Capital 1. Consolidated Current Assets of the Consolidated Group $________ 2. Less: Consolidated Current Liabilities of the Consolidated Group $________ 3. Total (Consolidated Working Capital) $________ 4. Minimum required $250,000,000 1. Consolidated Net Income $________ 2. Plus: Interest Expense $________ income tax expense $________ depreciation $________ amortization $________ transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Restatement Effective Date $________ non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent $________ non-recurring expenses (including restructuring expenses) reasonably acceptable to Agent $________ interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans $________ interest payments received in cash from Stack’s Auction Advance Consignors net of identifiable costs of SBG Finance in connection with all Stack’s Auction Advances $________ interest payments received in cash from CFC Canada Borrowers net of operating costs of CFC Canada in connection with all CFC Canada Loans $________ Less: non-cash income tax benefits or gains $________ any cancellation of Debt income $________ additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower $________ any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges $________ any gains from non-ordinary course asset dispositions $________ any extraordinary gains (excluding interest income received by any Loan Party in the normal course of its business) $________ any gains from discontinued operations $________ the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries $________ the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except $________ to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions $________ the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary $________ 3. Total (EBITDA) $________ 4. Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash $________ 5. dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding $________ cash payments made in respect of the September 2023 Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) 6. all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) $________ 7. unfinanced Capital Expenditures $________ 8. Sum of (4) through (7) $________ 9. Remainder of (3) minus (8) $________ 10. cash Interest Expense $________

Financial Tests. Borrower hereby certifies and warrants to you that the following is a true and correct computation as at the Computation Date of the following ratios and/or financial restrictions contained in the Credit Agreement: A. Section 11.14(a) - Minimum Consolidated Working Capital 1. Consolidated Current Assets of the Consolidated Group $________ 2. Less: Consolidated Current Liabilities of the Consolidated Group $________ 3. Total (Consolidated Working Capital) $________ 4. Minimum required $250,000,000 1. Consolidated Net Income $________ 2. Plus: Interest Expense $________ income tax expense $________ depreciation $________ amortization $________ transaction expenses incurred in connection with the Loan Documents and incurred up to $500,000 whether paid concurrently or within thirty (30) of the Closing Date $________ non-cash expenses and losses incurred in the ordinary course of business and reasonably acceptable to Agent $________ interest payments received in cash from CFC Borrowers net of operating costs of Collateral Finance Corporation in connection with all CFC Loans non-recurring expenses (including restructuring expenses) reasonably acceptable to Agent $________ Less: non-cash income tax benefits or gains $________ any cancellation of Debt income $________ additions attributable to minority interests, except to the extent of cash dividends or distributions actually received by the Borrower $________ any non-cash charges previously added back pursuant to the relevant clause above to the extent that, during such period, such non-cash charges have become cash charges $________ any gains from non-ordinary course asset dispositions $________ any extraordinary gains (excluding interest income received by any Loan Party in the normal course of its business) $________ any gains from discontinued operations $________ the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of Borrower or any of its Subsidiaries or is merged into or consolidated with Borrower or any of its Subsidiaries $________ the income (or deficit) of any Person (other than a Subsidiary of Borrower) in which Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually received by Borrower or such Subsidiary in the form of dividends or similar distributions $________ the undistributed earnings of any Subsidiary of Borrower to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary is not at the time permitted by the terms of any contractual obligation (other than under any Loan Documents) or requirement of law applicable to such Subsidiary $________ 3. Total (EBITDA) $________ 4. Less: Income taxes paid or payable in cash by the Loan Parties net of any income tax refunds to the extent paid in cash $________ 5. dividends or distributions of cash paid to the holders of Capital Securities in any Loan Party, excluding cash payments made in respect of the September 2023 $________ cash payments made in respect of the September 2023 Distribution and any other discretionary distribution permitted to be made pursuant to Section 11.4(ii) 6. all cash redemptions and repurchases of Capital Securities in any Loan Party, excluding cash redemptions and repurchases permitted to be made pursuant to Section 11.4(iii) $________ 7. unfinanced Capital Expenditures $________ 8. Sum of (4) through (7) $________ 9. Remainder of (3) minus (8) $________ 10. cash Interest Expense $________