Common use of Limited Condition Transactions Clause in Contracts

Limited Condition Transactions. (a) In the case of any incurrence of any Indebtedness or Liens, the making of any acquisition or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, at the Borrower’s option, the relevant ratios and baskets shall be determined, and any Default or Event of Default condition and compliance with representations and warranties shall be tested, as of the date the definitive agreements for such Limited Condition Transaction are entered into or notice of redemption or offer to purchase or declaration of dividend is made or, in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of the United Kingdom or similar offers), the date on which such offer is announced (the “LCT Test Date”) and calculated as if the applicable transaction or action and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election (an “LCT Election”), in connection with the calculation of any ratio or basket with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date and prior to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated on a Pro Forma Basis assuming such transaction and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated. (b) For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the Company of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive documentation, or notice therefor, or the declaration thereof, is terminated, expires or passes, as applicable, without the consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt and the use of proceeds thereof) had been consummated. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio or any other ratio test or financial calculation, (y) any representations and warranties or any requirement regarding the absence of Defaults or Events of Default or (z) any availability tests under baskets shall be made as of the applicable date of incurrence of Indebtedness, making of payment or consummation of acquisitions, as applicable.

Limited Condition Transactions. Notwithstanding anything in this Agreement or any Loan Document to the contrary, solely in connection with a Limited Condition Transaction (a) In when calculating any applicable ratio or financial test or determining whether any Default or Event of Default has occurred, is continuing or would result from the case consummation of any such Limited Condition Transaction, in each case, pursuant to Section 6.01, Section 6.02, Section 6.04, Section 6.05, or Section 6.08 in connection with the incurrence of any Indebtedness or Indebtedness, the creation of Liens, the making of any acquisition or other InvestmentsDisposition, the making of an Investment (including consummating a Permitted Acquisition), the making of a Restricted PaymentsPayment, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of a Subsidiary as restricted or unrestricted or the repayment of Indebtedness in connection with such Limited Condition Transaction (each, a “LCT Specified Transaction”); provided that any Restricted Subsidiaries Borrowing hereunder shall not constitute an LCT Specified Transaction except in the case of any Borrowing with respect to any “first in, last out” incremental or Unrestricted Subsidiaries (b) determining the accuracy of any representation or warranty under this Agreement or any other Loan Document in connection with a Limited Condition Transaction, at the Borrower’s optiondate of determination of such ratio or financial test, the relevant ratios and baskets shall be determined, and accuracy of such representation or warranty (but taking into account any earlier date specified therein) or whether any Default or Event of Default condition and compliance has occurred, is continuing or would result therefrom shall, at the option of the Borrower Representative (the Borrower Representative’s election to exercise such option in connection with representations and warranties shall any Limited Condition Transaction, an “LCT Election”), be tested, as of deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or notice of redemption or offer to purchase or declaration of dividend is made or, in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of the United Kingdom or similar offers), the date on which such offer is announced (the “LCT Test Date”) and calculated as if the applicable transaction or action and other ). If on a pro forma events in connection therewith were consummated on basis after giving effect to such date; provided that if the Borrower has made such an election (an “LCT Election”), in connection with the calculation of any ratio or basket with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date Transaction and prior the other transactions to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated on a Pro Forma Basis assuming such transaction and other pro forma events entered into in connection therewith (including any incurrence of IndebtednessIndebtedness and the use of proceeds thereof) such ratios, financial tests, representations and warranties and absence of defaults are calculated as if such Limited Condition Transaction or other transactions had occurred at the beginning of the most recent period of four consecutive fiscal quarters ending prior to the LCT Test Date for which financial statements are available, the applicable Loan Party could have taken such action on the relevant LCT Test Date in compliance with the applicable ratios or other provisions, such provisions shall be deemed to have been consummated. (b) complied with. For the avoidance of doubt, (i) if the Borrower has made an LCT Election and any of the ratios such ratios, financial tests, representations and warranties or baskets for which compliance was determined or tested as absence of the LCT Test Date defaults are exceeded or breached as a result of fluctuations in any such ratio or basket (including due to fluctuations of the Company of any Limited Condition Transaction) in EBITDA), a change in facts and circumstances or other provisions at or prior to the consummation of the relevant transaction or actionLimited Condition Transaction, such baskets or ratios ratios, representations and warranties and absence of defaults will not be deemed to have been exceeded exceeded, breached, or otherwise failed as a result of such fluctuationsfluctuations or changed circumstances solely for purposes of determining whether the Limited Condition Transaction and any related transactions is permitted hereunder and (ii) such ratios and compliance with such conditions shall not be tested at the time of consummation of such Limited Condition Transaction or related LCT Specified Transactions. If the Borrower Representative has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket availability with respect to any subsequent Acquisition or Investment that any Loan Party or Restricted Subsidiary is contractually committed to consummate on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive documentation, agreement for such Limited Condition Transaction is terminated or notice therefor, or the declaration thereof, is terminated, expires or passes, as applicable, without the consummation of such Limited Condition Transaction, any such ratio or basket shall be calculated on a pro forma basis both (i) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt Indebtedness and the use of proceeds thereof) had have been consummated and (ii) assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have not been consummated. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio or any other ratio test or financial calculation, (y) any representations and warranties or any requirement regarding the absence of Defaults or Events of Default or (z) any availability tests under baskets shall be made as of the applicable date of incurrence of Indebtedness, making of payment or consummation of acquisitions, as applicable.

Limited Condition Transactions. (a) In Notwithstanding anything to the case contrary herein, for the purpose of (i) compliance with any financial ratio or test (including, without limitation, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test, and/or the amount of Consolidated EBITDA) or (ii) accuracy of any incurrence of any Indebtedness representations or Liens, the making of any acquisition or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes warranties or the designation absence of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, at the Borrower’s option, the relevant ratios and baskets shall be determined, and any Default or Event of Default (or any type of Default or Event of Default) as a condition and compliance to the consummation of any transaction in connection with representations and warranties shall be testedany Permitted Acquisition or other similar permitted Investment that is, as in each case, not conditioned on obtaining third party financing (including the assumption or incurrence of the date the definitive agreements for Indebtedness) (any such action, a “Limited Condition Transaction are entered into or notice of redemption or offer to purchase or declaration of dividend is made or, in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of the United Kingdom or similar offersTransaction”), the date determination of whether the relevant condition is satisfied may be made, at the election of the Borrower (a “LCT Election”), (1) in the case of any Permitted Acquisition or other similar permitted Investment, at the time of (or on which the basis of the financial statements for the most recently ended applicable Test Period at the time of) either (x) the execution of the definitive agreement with respect to such offer is announced Permitted Acquisition or other Investment or (y) the consummation of such Permitted Acquisition or other Investment (the “LCT Test Date”) and calculated as if the applicable transaction or action and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election (an “LCT Election”), in connection with the calculation of any ratio or basket with respect each case, after giving effect to the incurrence of any Indebtedness or Liens or the making of any relevant Permitted Acquisitions Acquisition or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date and prior to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated Investment on a Pro Forma Basis assuming such transaction and other pro forma events in connection therewith (including any incurrence of Indebtedness) have been consummated. (b) For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the Company of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuationsBasis. If the Borrower has made an a LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation determination of compliance with any financial ratio or basket test and/or the amount of Consolidated EBITDA on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive documentation, agreement for such Limited Condition Transaction is terminated or notice therefor, or the declaration thereof, is terminated, expires or passes, as applicable, without the consummation of such Limited Condition Transaction, compliance with any such financial ratio or basket test and/or amount of Consolidated EBITDA shall be calculated tested by calculating the availability under such financial ratio or test and/or the amount of Consolidated EBITDA, as applicable, on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and any other transactions in connection therewith have been consummated (including any incurrence of debt indebtedness and the use of proceeds thereof). (b) had been consummated. For purposes of determining the further avoidance permissibility of doubtany action, change, transaction or event that requires a calculation of any financial ratio or test (including, without limitation, any Consolidated Net Senior Secured Leverage Ratio test, any Consolidated Net First Lien Leverage Ratio test, any Consolidated Net Total Leverage Ratio test and/or the amount of Consolidated EBITDA), such financial ratio or test shall be calculated at the time such action is taken (subject to the immediately preceding paragraph), such change is made, such transaction is consummated or such event occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated or such event occurs, as the case may be. (c) Notwithstanding anything to the contrary herein, in the absence case of an LCT Election, unless specifically stated in this Agreement any Limited Condition Transaction and any Incremental Term Loans to be otherwiseincurred to finance such Limited Condition Transaction (it being understood that no Incremental Term Loans may be incurred to finance a Limited Condition Transaction without the consent of the Required Lenders), all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio no representations or any warranties shall be required to be made or be accurate as a condition to such Limited Condition Transaction or incurrence other ratio test or financial calculation, than customary “specified representations” and (y) any representations and warranties or any requirement regarding the absence of Defaults a Default or Events Event of Default shall not be required as a condition to the consummation of such Limited Condition Transaction or such incurrence (z) any availability tests under baskets but shall be made as tested at the time of the applicable date execution of incurrence of Indebtedness, making of payment or consummation of acquisitions, as applicablethe definitive agreement with respect to the Limited Condition Transaction).

Limited Condition Transactions. (a) In Notwithstanding anything to the case of contrary herein, in connection with any incurrence of any Indebtedness or Liens, the making of any acquisition or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries action being taken solely in connection with a Limited Condition Transaction, at for purposes of: (i) determining compliance with any provision of this Agreement (other than the Borrower’s optionFinancial Covenant) which requires the calculation of any financial ratio or test, including the relevant ratios Total Net First Lien Leverage Ratio, Total Net Secured Leverage Ratio, Total Net Leverage Ratio and baskets shall be determinedInterest Coverage Ratio (and, and for the avoidance of doubt, any Default or Event financial ratio set forth in the definition of Default condition and Maximum Incremental Facilities Amount); (ii) determining compliance with representations and warranties warranties, or a requirement regarding the absence of Defaults or Events of Default; or (iii) testing availability under baskets set forth in this Agreement (including baskets measured as a percentage of LTM CEBITDA); in each case, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”), the date of determination of whether any such action is permitted hereunder shall be tested, as of deemed to be the date the definitive agreements for such Limited Condition Transaction are entered into or notice of redemption or offer to purchase or declaration of dividend is made or, in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of the United Kingdom or similar offers), the date on which such offer is announced (the “LCT Test Date”) and calculated as if the applicable transaction or action and other pro forma events in connection therewith were consummated on such date; provided that if the Borrower has made such an election (an “LCT Election”), in connection with the calculation of any ratio or basket with respect and if, after giving effect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date Transaction and prior the other transactions to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated on a Pro Forma Basis assuming such transaction and other pro forma events entered into in connection therewith (including any incurrence Incurrence of IndebtednessIndebtedness and the use of proceeds thereof) on a Pro Forma Basis as if they had occurred at the beginning of the most recent Test Period ending prior to the LCT Test Date, the Borrower would have been consummated. (b) permitted to take such action on the relevant LCT Test Date in compliance with such ratio, test or basket, such ratio, test or basket shall be deemed to have been complied with. For the avoidance of doubt, if the Borrower has made an LCT Election and any of the ratios ratios, tests or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio ratio, test or basket (basket, including due to fluctuations in Consolidated CEBITDA or Total Assets of the Company of any Borrower or the Person subject to such Limited Condition Transaction) , at or prior to the consummation of the relevant transaction or action, such baskets baskets, tests or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio ratio, test or basket on availability with respect to the Incurrence of Indebtedness or Liens, the making of Restricted Payments, the making of any Permitted Investment, mergers, the conveyance, lease or other transfer of all or substantially all of the assets of the Borrower, the prepayment, redemption, purchase, defeasance or other satisfaction of Indebtedness, or the designation of an Unrestricted Subsidiary (a “Subsequent Transaction”) following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive documentation, agreement or irrevocable notice therefor, for such Limited Condition Transaction is terminated or the declaration thereof, is terminated, expires or passes, as applicable, without the consummation of such Limited Condition Transaction, for purposes of determining whether such Subsequent Transaction is permitted under this Agreement, any such ratio ratio, test or basket shall be calculated required to be satisfied on a pro forma basis Pro Forma Basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence of debt Indebtedness and the use of proceeds thereof) had have been consummated. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio or any other ratio test or financial calculation, (y) any representations and warranties or any requirement regarding the absence of Defaults or Events of Default or (z) any availability tests under baskets shall be made as of the applicable date of incurrence of Indebtedness, making of payment or consummation of acquisitions, as applicable.

Limited Condition Transactions. For purposes of (i) determining compliance with any provision of this Indenture that requires the calculation of the Senior Secured Indebtedness Leverage Ratio, the Total Secured Indebtedness Leverage Ratio, the Consolidated Leverage Ratio or the Fixed Charge Coverage Ratio, (ii) determining compliance with representations, warranties, Defaults or Events of Default or (iii) testing availability under baskets set forth in this Indenture (including baskets measured as a percentage of EBITDA or total assets), in each case, in connection with (a) In an acquisition or other Investment permitted under this Indenture (including acquisitions and other Investments subject to a letter of intent or purchase agreement) by one or more of the case Company and its Restricted Subsidiaries or (b) any unconditional repayment or redemption of, or offer to purchase, any Indebtedness of the Company or any Subsidiary (any such transaction referred to in clauses (a) and (b), and any action to be taken in connection therewith (including the Incurrence, issuance or repayment of any incurrence Indebtedness, the granting of any Indebtedness or Liens, the making of any Restricted Payment or Permitted Investment, the consummation of any acquisition or other Investments, Restricted Payments, prepayments disposition and any designation or revocation of Indebtedness, asset sales or other Dispositions or fundamental changes or the a designation of any Restricted Subsidiaries or an Unrestricted Subsidiaries Subsidiary), a “Limited Condition Transaction”), at the option of the Company (the Company’s election to exercise such option in connection with any Limited Condition Transaction, an “LCT Election”) (and regardless of whether or not the applicable provision of this Indenture makes express reference to this Section 1.05, a Limited Condition Transaction, an LCT Election or an LCT Test Date), the date of determination of whether any Limited Condition Transaction or action to be taken in connection therewith is permitted under this Indenture (including for purposes of determining the U.S. dollar equivalent amount of any Limited Condition Transaction denominated in currencies other than U.S. dollars) shall be deemed to be, at the BorrowerCompany’s optionelection, the relevant ratios and baskets shall be determined, and any Default or Event of Default condition and compliance with representations and warranties shall be tested, as of the date the definitive agreements for such Limited Condition Transaction or commitments with respect to Indebtedness to be Incurred in connection therewith are entered into or notice of redemption or offer to purchase or declaration of dividend is made (or, solely in case of a takeover offer (including a Rule 2.7 offer under the Takeover Code of connection with an acquisition, consolidation or business combination to which the United Kingdom or similar offers)City Code on Takeovers and Mergers applies, the date on which such a “Rule 2.7 Announcement” of a firm intention to make an offer is announced made (or, solely in connection with an acquisition, consolidation or business combination to which a similar law of any jurisdiction applies, a similar announcement or notice under such similar law of any jurisdiction is made)) (the “LCT Test Date”) ), and calculated as if if, after giving effect to the applicable transaction or action Limited Condition Transaction and the other pro forma events transactions to be entered into in connection therewith were consummated on a pro forma basis as if they had occurred at the beginning of the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the LCT Test Date, the Company could have taken such date; provided that if action on the Borrower has made relevant LCT Test Date in compliance with such an election (an “LCT Election”)representation, in connection with the calculation warranty, absence of any Default or Event of Default, ratio or basket, such representation, warranty, absence of Default or Event of Default, ratio or basket with respect to the incurrence of any Indebtedness or Liens or the making of any Permitted Acquisitions or other Investments, Restricted Payments, prepayments of Indebtedness, asset sales or other Dispositions or fundamental changes or the designation of any Restricted Subsidiaries or Unrestricted Subsidiaries in connection with a Limited Condition Transaction, on or following such date and prior to the earlier of the date on which such transaction is consummated or the definitive agreement for such transaction is terminated, any such ratio shall be calculated on a Pro Forma Basis assuming such transaction and other pro forma events in connection therewith (including any incurrence of Indebtedness) deemed to have been consummated. (b) complied with. For the avoidance of doubt, if the Borrower Company has made an LCT Election and any of the ratios or baskets for which compliance was determined or tested as of the LCT Test Date are exceeded as a result of fluctuations in any such ratio or basket (including due to fluctuations of the Company target of any Limited Condition Transaction) at or prior to the consummation of the relevant transaction or action, such baskets or ratios will not be deemed to have been exceeded as a result of such fluctuations. If the Borrower Company has made an LCT Election for any Limited Condition Transaction, then in connection with any subsequent calculation of any ratio or basket on or following the relevant LCT Test Date and prior to the earlier of (i) the date on which such Limited Condition Transaction is consummated or (ii) the date that the definitive documentationagreement for such Limited Condition Transaction is terminated or expires without consummation of such Limited Condition Transaction, (or, solely in connection with a Limited Condition Transaction to which the United Kingdom City Code on Takeovers and Mergers (or notice thereforany similar law of any jurisdiction) applies, the date on which the scheme or the declaration thereof, is terminated, expires or passesoffer, as applicablethe case may be, lapses, terminates or is withdrawn (and is not substantially contemporaneously replaced with a new or renewed scheme or offer) without the consummation of such Limited Condition Transaction, ) any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other transactions in connection therewith (including any incurrence Incurrence of debt Indebtedness and the use of proceeds thereof) had been consummated. For the further avoidance of doubt, in the absence of an LCT Election, unless specifically stated in this Agreement to be otherwise, all determinations of compliance with (x) Consolidated Tangible Assets, Consolidated EBITDA, LQA Consolidated EBITDA, any Secured Net Leverage Ratio or any other ratio test or financial calculation, (y) any representations and warranties or any requirement regarding the absence of Defaults or Events of Default or (z) any availability tests under baskets shall be made as of the applicable date of incurrence of Indebtedness, making of payment or consummation of acquisitions, as applicable.