Common use of Limited Condition Acquisitions Clause in Contracts

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance with any provision of this Agreement that requires the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”), and if, after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance with any provision of Notwithstanding anything to the contrary in this Agreement that requires the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (includingAgreement, in each case, with respect to the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under an the ABL Credit Agreement but including any Incremental Commitment incurred in connection therewith)Term Facilities) or Liens or the making of any Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)at the Borrower’s option, the date of determination of whether any such Limited Condition Acquisition condition is satisfied relevant ratios and baskets shall be deemed to determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into by and calculated as if the applicable purchaser(s) acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and ifprior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, after giving any such basket or ratio shall give pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had it occurred at the beginning of the most recent test period ending prior to on the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. (a) For purposes Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (iA) determining compliance measuring the relevant financial ratios and basket availability with respect to the incurrence of any provision Indebtedness (including any Incremental Term Loans, Incremental Revolving Loans, Incremental Term A Commitments, Incremental Term B Commitments or Incremental Revolving Commitments) or Liens or the making of this Agreement that requires the calculation any Investments, prepayments of the Total Net Leverage Ratio, Junior Indebtedness or Dispositions or (iiB) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith)Default, in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, if Holdings has made an “LCA Election”)Election with respect to such Limited Condition Acquisition, the date of determination of whether any such Limited Condition Acquisition condition action is satisfied permitted hereunder, shall be deemed to be the date on which the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”), and if, after giving pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCA Test Date, the Borrower Holdings could have taken such action on the relevant LCA Test Date in compliance with such financial ratio, basket basket, representation or other requirementwarranty, such financial ratio, basket basket, representation or other requirement, as applicable, warranty shall be deemed to have been complied with for such Limited Condition Acquisitionwith.

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance with any provision of Notwithstanding anything to the contrary in this Agreement that requires the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (includingLoan Document, in each case, with respect to the case of the incurrence of any Indebtedness under an Incremental Commitment incurred in connection therewith)or Liens or the making of any investments, in each caseRestricted Payments, prepayments of Restricted Indebtedness or Asset Sales in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, (an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied relevant ratios and baskets shall be deemed to be determined at the date time the definitive acquisition agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (such time, the “LCA Test DateTime”)) and, subject to the proviso contained in this Section 1.06, calculated as if the acquisition and if, after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred were consummated at the beginning LCA Test Time; provided that if the Borrower has made an LCA Election, in connection with the calculation of any ratio or basket with respect to the most recent test period ending incurrence of any Indebtedness or Liens, or the making of any investments, Restricted Payments, prepayments of Restricted Indebtedness or Asset Sales following the LCA Test Time and prior to the LCA Test Dateearlier of the time at which such acquisition is consummated or the definitive agreement for such acquisition has expired or is terminated, the Borrower could have taken any such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, ratio shall be deemed to calculated on a pro forma basis (i) assuming such acquisition and other transactions in connection therewith (including any incurrence of Indebtedness) have been complied with for consummated and (ii) assuming such Limited Condition Acquisitionacquisition and other transactions in connection therewith (including any incurrence of Indebtedness) have not been consummated.

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance with any provision of this Agreement that requires the calculation of the Secured Net Leverage Ratio, the Interest Coverage Ratio or the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”), and if, after giving pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance Notwithstanding anything herein to the contrary, with respect to any provision of this Agreement that requires Limited Condition Acquisition, at the calculation of the Total Net Borrower’s option, any Leverage Ratio, (ii) determining compliance with representations Recurring Revenue Ratio, Fixed Charge Coverage Ratio or Dollar threshold required for consummation of such Limited Condition Acquisition shall be determined, and warranties or the occurrence of any representation and warranty, Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any such Limited Condition Acquisition condition is satisfied blocker shall be deemed to be tested, as of the date the definitive agreements acquisition agreement for such Limited Condition Acquisition are is entered into by and calculated as if such Limited Condition Acquisition was consummated on such date so long as no Specified Event of Default has occurred and is continuing on such date; provided, that, if the applicable purchaser(sBorrower has made such an election, in connection with the calculation of any ratio or basket permitted hereunder, during the period from and after such date and prior to the earliest of (i) the date on which such Limited Condition Acquisition is consummated, (ii) the “LCA Test Date”)definitive agreement for such Limited Condition Acquisition is terminated and (iii) the date that is 180 days after the definitive agreement for such Limited Condition Acquisition is executed, and if, after giving any ratio shall be calculated (x) on a pro forma effect to basis assuming such Limited Condition Acquisition and the other transactions to be entered into pro forma events in connection therewith as if they had have been consummated; provided further, that, in any event, no Specified Event of Default shall have occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action and be continuing on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for date such Limited Condition AcquisitionAcquisition is consummated.

Limited Condition Acquisitions. (a) For As it relates to any action being taken solely in connection with a Limited Condition Acquisition, for purposes of of: (i) determining compliance with any provision of this Agreement that (other than determining whether an Event of Default has occurred under Section 6.10) which requires the calculation of the Total Net Leverage Ratioany financial ratio or financial test, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein in this Agreement (includingincluding baskets determined by reference to EBITDA or Total Assets) or (iii) testing whether a Default or Event of Default has occurred and, with respect to any New Term Loan to finance such Limited Condition Acquisition, testing whether any representation or warranty in any Loan Document is correct as of such date, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the U.S. Borrower (the U.S. Borrower’s election to exercise such option in connection with any Limited Condition AcquisitionTransaction, an “LCA LCT Election”), the date of determination of whether any such Limited Condition Acquisition condition action is satisfied permitted hereunder, any such Default or Event of Default exists and any such representation or warranty is correct shall be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA LCT Test Date”), and if, after giving pro forma effect to such the Limited Condition Acquisition (and the other transactions to be entered into in connection therewith therewith, including any incurrence of Indebtedness and the use of proceeds thereof, as if they had occurred at on the beginning first day of the most recent test period ending recently ended Test Period prior to the LCA LCT Test Date), the U.S. Borrower could or the applicable Restricted Subsidiary would have taken been permitted to take such action on the relevant LCA LCT Test Date in compliance with such ratio, basket test or other requirementbasket, such ratio, test or basket or other requirement, as applicable, shall be deemed to have been complied with for or if no such Limited Condition Acquisition.Default or Event of Default shall exist on such LCT

Limited Condition Acquisitions. (a) For purposes Notwithstanding anything to the contrary in this Agreement, solely for the purpose of (iA) determining compliance measuring the relevant financial ratios and basket availability with respect to the incurrence of any provision Indebtedness (including any Incremental Term Loans) or Liens or the making of this Agreement that requires the calculation any Investments, Restricted Payments, prepayments of the Total Net Leverage Ratio, Subordinated Indebtedness or Dispositions or (iiB) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of Indebtedness under an Incremental Commitment incurred in connection therewith)Default, in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, if the Borrower has made an “LCA Election”)Election with respect to such Limited Condition Acquisition, the date of determination of whether any such Limited Condition Acquisition condition action is satisfied permitted hereunder shall be deemed to be be, at the election of the Borrower, either (x) the date on which the definitive agreements for such Limited Condition Acquisition are entered into by or (y) the applicable purchaser(s) date on which such Limited Condition Acquisition is consummated (the “LCA Test DateDate ”), and if, after giving pro forma effect to such the Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period Test Period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.-34-

Limited Condition Acquisitions. (a) For purposes of (i) determining compliance with any provision of Notwithstanding anything to the contrary in this Agreement that requires the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (includingAgreement, in each case, with respect to the case of the incurrence of any Indebtedness (excluding, for the avoidance of doubt, Indebtedness under an Incremental Commitment incurred in connection therewith)this Agreement) or Liens or the making of any investments, restricted payments, prepayments of specified indebtedness or asset sales, in each case, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”)at the Borrower’s option, the date relevant ratios and baskets (but excluding any testing of determination of whether any such Limited Condition Acquisition condition is satisfied Availability) shall be deemed to determined, and any Default or Event of Default blocker shall be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into by and calculated as if the applicable purchaser(s) acquisition and other pro forma events in connection therewith were consummated on such date (the “LCA Test Date”); provided that if the Borrower has made such an election, in connection with the calculation of any ratio (other than for purposes of calculating compliance with the financial covenants) or basket with respect to the compliance with this Agreement of any other Permitted Acquisitions or other investments, restricted payments, prepayments of specified indebtedness or asset sales on or following the LCA Test Date and ifprior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, after giving any such basket or ratio shall give pro forma effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had it occurred at the beginning of the most recent test period ending prior to on the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.

Limited Condition Acquisitions. (a) For purposes In the case of (i) determining compliance with any provision of this Agreement that requires the calculation of the Total Net Leverage Ratio, (ii) determining compliance with representations and warranties or the occurrence of any Default or Event of Default (other than an Event of Default under Section 8.1(a), 8.1(b), 8.1(h) or 8.1(i)) or (iii) testing availability under baskets set forth herein (including, in each case, with respect to the incurrence of any Indebtedness under an Incremental Commitment incurred in connection therewith), in each caseor Liens or the making of any Permitted Acquisitions or other Investments, in connection with a Permitted Acquisition whose consummation is not conditioned on the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”at the Borrower’s option, the relevant ratios, baskets (including the applicable Test Period used to determine the basket under Sections 2.14, 2.15, 2.16 and 2.17), the date of determination of whether any such Limited Condition Acquisition condition is satisfied shall be deemed to be tested, as of the date the definitive acquisition agreements for such Limited Condition Acquisition are entered into by and calculated as if the applicable purchaser(s) (the “LCA Test Date”), Limited Condition Acquisition and if, after giving other pro forma events in connection therewith were consummated on such date on a Pro Forma Basis; provided that if the Borrower has made such an election, in connection with the calculation of any ratio or basket with respect to the incurrence of Indebtedness or Liens, or the making of any Permitted Acquisition or other Investments on or following such date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the definitive agreement for such Limited Condition Acquisition is terminated, any ratio or basket shall be calculated (x) on a pro forma basis assuming such Limited Condition Acquisition and other pro forma events in connection therewith (including any incurrence, repayment or redemption of Indebtedness) have been consummated and (y) for Restricted Payments and prepayments of Junior Financing and Unsecured Financing only, without giving effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they had occurred at the beginning of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to have been complied with for such Limited Condition Acquisition.”

Limited Condition Acquisitions. (a) For purposes In the case of (i) determining compliance the classification of an Acquisition as a Permitted Acquisition or the consummation of any other Specified Transactions in connection with any provision of this Agreement that requires a Limited Condition Acquisition, at the Borrower’s option, the calculation of the Total Net Leverage Ratiorelevant financial ratios, (ii) determining compliance with representations tests and warranties or baskets and the occurrence of any condition that there be no Default or Event of Default (other than an a Specified Event of Default under Section 8.1(a)Default, 8.1(b), 8.1(hwhich shall not exist on the date that such Limited Condition Acquisition is consummated) or 8.1(i)) or (iii) testing availability under baskets set forth herein (includingshall be determined as of the date the Acquisition Agreement of such Limited Condition Acquisition is entered into and calculated as if the Acquisition and other pro forma events in connection therewith were consummated on such date; provided that if Borrower has made such an election, in each caseconnection with the calculation of any financial ratios, tests or baskets with respect to the incurrence classification of Indebtedness under an Incremental Commitment incurred in connection therewith), in each case, in connection with Acquisition as a Permitted Acquisition whose or the consummation is not conditioned of any other Specified Transactions on or following such date and prior to the availability of, or on obtaining, third party financing (any such Permitted Acquisition, a “Limited Condition Acquisition”), at the irrevocable option earlier of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), the date of determination of whether any on which such Limited Condition Acquisition condition is satisfied shall be deemed to be consummated or the date the definitive agreements for Acquisition Agreement of such Limited Condition Acquisition are entered into by the applicable purchaser(s) (the “LCA Test Date”)is terminated, and ifany such financial ratio, after giving test or basket shall be calculated on a pro forma effect to basis assuming such Limited Condition Acquisition and the other transactions to be entered into pro forma events in connection therewith as if they had occurred at the beginning (including any incurrence of the most recent test period ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratio, basket or other requirement, such ratio, basket or other requirement, as applicable, shall be deemed to Indebtedness) have been complied with for such Limited Condition Acquisitionconsummated.