Common use of Pro Forma Adjustment Certificate Clause in Contracts

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the applicable financial statements of any direct or indirect parent of the Borrower and (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements, by filings on Form 10-K, 10-Q and/or 8-K; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings’ parent, or to the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parentparent or the Borrower, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. 118 Documents required to be delivered pursuant to clauses (a), (b) and (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; (B) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the BorrowerHoldings, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; (B) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the BorrowerHoldings, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (g) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (I) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; (II) on which such documents are posted on Holdings’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) or (III) such documents are posted on the SEC’s website on the internet at xxx.xxx.xxx.

Pro Forma Adjustment Certificate. Not later than five Business Days after any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings’ parent, or to the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parentparent or the Borrower, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (g)(x) of this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third‑party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx, provided that the Borrower has notified the Administrative Agent of such posting.

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. 108 Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the BorrowerHoldings, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Holdings posts such documents, or provides a link thereto on Holdings’ website on the Internet; or (ii) on which such documents are posted on Holdings’ behalf on IntraLinks/‌IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent).

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the applicable financial statements of any direct or indirect parent of the Borrower and (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s (or any direct 133 or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements, by filings on Form 10-K, 10-Q and/or 8-K; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the applicable financial statements of any direct or indirect parent of the Borrower and (B) 133 the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements, by filings on Form 10-K, 10-Q and/or 8-K; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than five Business Days after any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Holdings or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Holdings setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Holdings and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of the Borrower or any direct or indirect parent of the Borrower and Holdings or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of Holdings’ parent, or to the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parentparent or the Borrower, on the one hand, and the information relating to the Borrower Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b) and (g)(x) of this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet; (ii) such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at xxx.xxx.xxx, provided that the Borrower has notified the Administrative Agent of such posting.

Pro Forma Adjustment Certificate. Not later than the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment or not later than any date on which financial statements are delivered with respect to any Test Period four-quarter period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an 114 Authorized Officer of the Borrower Company setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of the Borrower and Holdings) or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the BorrowerCompany’s or Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses clauses (A) and (B) of this paragraphabove, to the extent such information relates to Holdings (or a parent of the Borrowerthereof), the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the applicable financial statements of any direct or indirect parent of the Borrower and (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements, by filings on Form 10-K, 10-Q and/or 8-K; provided that, with respect to each of subclauses (A) 140 and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than the consummation of the acquisition of any Acquired Entity or Business by the Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment or not later than any date on which financial statements are delivered with respect to any Test Period four-quarter period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower Company or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower Company setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses paragraphs (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower Company and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of Holdings (or any direct or indirect parent of the Borrower and Holdings) or (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the BorrowerCompany’s or Holdings’ (or any direct or indirect parent thereof) filing of such information with the SEC (including with regard to any financial statements), by filings on as applicable, Form 10-K, K or 10-Q and/or 8-KQ, as applicable, filed with the SEC; provided that, with respect to each of subclauses clauses (A) and (B) of this paragraphabove, to the extent such information relates to Holdings (or a parent of the Borrowerthereof), the Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to Holdings (or such parent), on the one hand, and the information relating to the Borrower Company and the Restricted Subsidiaries on a standalone basis, on the other hand.

Pro Forma Adjustment Certificate. Not later than any date on which financial statements are delivered with respect to any Test Period in which a Pro Forma Adjustment is made as a result of the consummation of the acquisition of any Acquired Entity or Business by the Borrower or any Restricted Subsidiary for which there shall be a Pro Forma Adjustment, a certificate of an Authorized Officer of the Borrower setting forth the amount of such Pro Forma Adjustment and, in reasonable detail, the calculations and basis therefor. Notwithstanding the foregoing, (A) the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrower and xxxxx (B) the obligations in clauses (a), (b) and (g) of this Section 9.1 shall be satisfied upon the Borrower’s (or any direct or indirect parent thereof) ), as applicable, filing of such information with the SEC (including with regard to any financial statements, by filings on Form 10-KK or, 10-Q Q, as applicable, filed with the SEC and/or 8-K; provided that, with respect to each of subclauses (A) and (B) of this paragraph, to the extent such information relates to a parent of the Borrower, the such information is accompanied bythe Borrower shall promptly provide to the Administrative Agent, upon request from the Administrative Agent, consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand.