Common use of Pro Forma and Other Calculations Clause in Contracts

Pro Forma and Other Calculations. (a) For purposes of calculating the First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio and the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the effects of any Specified Transactions that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Specified Transactions that would have required adjustment pursuant to this Section 1.12, then the First Lien Leverage Ratio, the Total Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Specified Transactions had occurred at the beginning of the Test Period.

Appears in 6 contracts

Samples: Intercreditor Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.), First Lien Credit Agreement (Focus Financial Partners Inc.)

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Pro Forma and Other Calculations. (a) For purposes of calculating the First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio, the Interest Coverage Ratio and the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the effects of any Specified Transactions that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Specified Transactions that would have required adjustment pursuant to this Section 1.12, then the First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio and the Total Leverage Interest Coverage Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Specified Transactions had occurred at the beginning of the Test Period.

Appears in 3 contracts

Samples: Lien Credit Agreement (HireRight GIS Group Holdings, LLC), First Lien Credit Agreement (HireRight GIS Group Holdings, LLC), First Lien Credit Agreement (HireRight Holdings Corp)

Pro Forma and Other Calculations. (a) For purposes of calculating the First Lien Leverage Ratio, the Total Secured Leverage Ratio, the Total Leverage Ratio and the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the effects of any Specified Transactions that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such period, any Person (that subsequently became a Restricted Subsidiary or was merged with or into the Borrower or any Restricted Subsidiary since the beginning of such period) shall have made any Specified Transactions that would have required adjustment pursuant to this Section 1.12, then the First Lien Leverage Ratio, the Total Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Specified Transactions had occurred at the beginning of the Test Period.

Appears in 2 contracts

Samples: Intercreditor Agreement (Focus Financial Partners Inc.), Intercreditor Agreement (Focus Financial Partners Inc.)

Pro Forma and Other Calculations. (a) For purposes of calculating the Consolidated Fixed Charge Coverage Ratio, Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio and Consolidated Total Secured Leverage Ratio, the Total Leverage Ratio and the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the effects of any Specified Transactions that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the change in any associated fixed charge obligations and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such periodthe applicable Test Period, any Person (that subsequently became a Restricted Subsidiary or was merged merged, consolidated or amalgamated with or into the Borrower or any Restricted Subsidiary since the beginning of such periodthe applicable Test Period) shall have made any Specified Transactions Transaction that would have required adjustment pursuant to this Section 1.121.3, then the Consolidated Fixed Charge Coverage Ratio, Consolidated First Lien Leverage Ratio, the Total Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Specified Transactions Transaction had occurred at the beginning of the such Test Period.

Appears in 1 contract

Samples: Credit Agreement (Forrester Research, Inc.)

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Pro Forma and Other Calculations. (a) For purposes of calculating the Consolidated Interest Coverage Ratio, Consolidated First Lien Leverage Ratio, the Consolidated Secured Leverage Ratio and Consolidated Total Secured Leverage Ratio, the Total Leverage Ratio and the amount of any basket based on Consolidated EBITDA or Consolidated Total Assets, the effects of any Specified Transactions that have been made by the Borrower or any Restricted Subsidiary during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the date of determination shall be calculated on a Pro Forma Basis assuming that all such Specified Transactions (and the any associated change in any associated fixed charge interest expense obligations and the change in and/or Consolidated EBITDA resulting therefrom) had occurred on the first day of the Test Period. If, since the beginning of such periodthe applicable Test Period, any Person (that subsequently became a Restricted Subsidiary or was merged merged, consolidated or amalgamated with or into the Borrower or any Restricted Subsidiary since the beginning of such periodthe applicable Test Period) shall have made any Specified Transactions Transaction that would have required adjustment pursuant to this Section 1.121.3, then the Consolidated Interest Coverage Ratio, Consolidated First Lien Leverage Ratio, the Total Consolidated Secured Leverage Ratio and the Consolidated Total Leverage Ratio shall be calculated giving Pro Forma Effect thereto for such Test Period as if such Specified Transactions Transaction had occurred at the beginning of the such Test Period.

Appears in 1 contract

Samples: Credit Agreement (Forrester Research, Inc.)

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