Common use of Pro Forma Basis Clause in Contracts

Pro Forma Basis. In connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with the financial covenants set forth in §11 by the Borrower and its Subsidiaries after including the business, business division or Person to be acquired in connection with any Permitted Acquisition or Asset Swap as if such business, business division or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of in connection with any Asset Sale or Asset Swap. The calculation of such compliance shall be determined as of the most recently ended Reference Period by reference to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed of as if such transaction occurred on the first day of such Reference Period and (ii) include the audited financial results of any business, business division or Person to be acquired, if available for such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are approved by the Administrative Agent in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx xx §00 for any Reference Period which contains the fiscal quarter in which such Permitted Acquisition, Asset Sale or Asset Swap occurred shall be calculated in the manner set forth above for any portion of the then applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below:

Pro Forma Basis. In in connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the financial covenants set forth in §11 Fixed Charge Coverage Ratio shall be calculated giving effect to any Specified Transaction as if such Specified Transaction (and all other Specified Transactions consummated or made since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Debt by the Borrower and its any Loan Party or any of their Subsidiaries after including the business, business division or Person to be acquired in connection with any Permitted Acquisition such Specified Transaction, (ii) any repayment or Asset Swap as if such business, business division redemption of other Debt of any Loan Party or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of their Subsidiaries in connection with any Asset Sale such Specified Transaction and (iii) the making of any Distribution by any Loan Party or Asset Swap. The calculation any of their Subsidiaries in connection with any such compliance Specified Transaction, (b) determinations of EBITDA shall be made giving pro forma effect to any Acquisition consummated since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such Acquisition was consummated on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended Reference Period by reference ended, and (c) maintenance of Availability shall be calculated giving effect to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to Specified Transaction, including (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed disposition of as if Collateral in any such transaction occurred on the first day of such Reference Period Specified Transaction and (ii) include the audited financial results acquisition of any business, business division or Person to be acquired, if available for additional Collateral in any such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are Specified Transaction which is approved by the Administrative Agent for inclusion in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx xx §00 for any Reference Period which contains Canadian Borrowing Base or the fiscal quarter in which U.S. Borrowing Base, to the extent applicable. In calculating interest expense on Debt incurred under clause (a) (i) of the immediately preceding sentence, such Permitted Acquisition, Asset Sale or Asset Swap occurred Debt shall be calculated deemed to have borne interest (a) in the manner set forth above for any portion case of fixed rate Debt, at the then rate applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), thereto or (b)) in the case of floating rate Debt, (c)at the rates which were or would have been applicable thereto during the period when such Debt was or was deemed to be outstanding, (d), (e) and (f) below:in each case as reasonably calculated by Loan Party Agent.

Pro Forma Basis. In in connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the financial covenants set forth in §11 Fixed Charge Coverage Ratio shall be calculated giving effect to any acquisition, investment or other pro forma event as if such transaction (and all other such transactions consummated or made since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Indebtedness by the Borrower and its any Loan Party or any of their Restricted Subsidiaries after including the business, business division or Person to be acquired in connection with any Permitted Acquisition such transaction, (ii) any repayment or Asset Swap as if such business, business division redemption of other Indebtedness of any Loan Party or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of their Restricted Subsidiaries in connection with any Asset Sale such transaction and (iii) the making of any Distribution by any Loan Party or Asset Swap. The calculation any of their Restricted Subsidiaries in connection with any such compliance transaction, (b) determinations of EBITDA shall be made giving pro forma effect to any acquisition consummated since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such acquisition was consummated on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended Reference Period by reference ended, and (c) maintenance of Availability shall be calculated giving effect to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to transaction, including (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed disposition of as if Collateral in any such transaction occurred on the first day of such Reference Period and (ii) include the audited financial results acquisition of any business, business division or Person to be acquired, if available for additional Collateral in any such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are transaction which is approved by the Administrative Agent for inclusion in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx xx §00 for any Reference Period which contains Canadian Borrowing Base or the fiscal quarter in which U.S./European Borrowing Base, to the extent applicable. In calculating interest expense on Indebtedness incurred under clause (a) (i) of the immediately preceding sentence, such Permitted Acquisition, Asset Sale or Asset Swap occurred Indebtedness shall be calculated deemed to have borne interest (a) in the manner set forth above for any portion case of fixed rate Indebtedness, at the then rate applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), thereto or (b)) in the case of floating rate Indebtedness, (c)at the rates which were or would have been applicable thereto during the period when such Indebtedness was or was deemed to be outstanding, (d), (e) and (f) below:in each case as reasonably calculated by Loan Party Agent.

Pro Forma Basis. In connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with the financial covenants set forth in §11 by the Borrower and its Subsidiaries (after including the business, business division or Person to be acquired in connection with any Permitted Acquisition or Asset Swap as if such business, business division or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of in connection with any Asset Sale or Asset Swap). The calculation of such compliance shall be determined as of the most recently ended Reference Period by reference to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed of as if such transaction occurred on the first day of such Reference Period and (ii) include the audited financial results of any business, business division or Person to be acquired, if available for such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are approved by the Administrative Agent in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (fd) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx fxxxx xx §00 for any Reference Period which contains the fiscal quarter in which such Permitted Acquisition, Asset Sale or Asset Swap occurred shall be calculated in the manner set forth above for any portion of the then applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), (b), (c), (d), (e) and (fd) below:

Pro Forma Basis. In in connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with any financial covenant or financial term under this Agreement, (a) such compliance with the financial covenants set forth in §11 Fixed Charge Coverage Ratio shall be calculated giving effect to any acquisition, investment or other pro forma event as if such transaction (and all other such transactions consummated or made since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended) happened on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, including (i) the incurrence of any Indebtedness by the Borrower and its any Loan Party or any of their Restricted Subsidiaries after including the business, business division or Person to be acquired in connection with any Permitted Acquisition such transaction, (ii) any repayment or Asset Swap as if such business, business division redemption of other Indebtedness of any Loan Party or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of their Restricted Subsidiaries in connection with any Asset Sale such transaction and (iii) the making of any Distribution by any Loan Party or Asset Swap. The calculation any of their Restricted Subsidiaries in connection with any such compliance transaction, (b) determinations of EBITDA shall be made giving pro forma effect to any acquisition consummated since the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended, with such EBITDA to be determined as if such acquisition was consummated on the first (1st) day of the Fixed Charge Coverage Ratio Test Period most recently ended Reference Period by reference ended, and (c) maintenance of Availability shall be calculated giving effect to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to transaction, including (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed disposition of as if Collateral in any such transaction occurred on the first day of such Reference Period and (ii) include the audited financial results acquisition of any business, business division or Person to be acquired, if available for additional Collateral in any such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are transaction which is approved by the Administrative Agent for inclusion in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx xx §00 for any Reference Period which contains Canadian Borrowing Base or the fiscal quarter in which U.S. Borrowing Base, to the extent applicable. In calculating interest expense on Indebtedness incurred under clause (a) (i) of the immediately preceding sentence, such Permitted Acquisition, Asset Sale or Asset Swap occurred Indebtedness shall be calculated deemed to have borne interest (a) in the manner set forth above for any portion case of fixed rate Indebtedness, at the then rate applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), thereto or (b)) in the case of floating rate Indebtedness, (c)at the rates which were or would have been applicable thereto during the period when such Indebtedness was or was deemed to be outstanding, (d), (e) and (f) below:in each case as reasonably calculated by Loan Party Agent.

Pro Forma Basis. In connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with the financial covenants set forth in §11 ss.12 by the Borrower and its Subsidiaries (after including the business, business division or Person to be acquired in connection with any Permitted Acquisition or Asset Swap as if such business, business division or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of in connection with any Asset Sale or Asset Swap). The calculation of such compliance shall be determined as of the most recently ended Reference Test Period by reference to the financial results of the Borrower and its Subsidiaries for such Reference Test Period after adjusting the same to (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed of in connection with any such Asset Sale or Asset Swap as if such transaction occurred on the first day of immediately prior to such Reference Period Test Period, and (ii) include the audited financial results of any business, business division or Person to be acquiredacquired in connection with such Permitted Acquisition or Asset Swap, if available for such Reference Test Period, or if such audited financial results are not available for such Reference Test Period, any unaudited financial results or any management reports as are approved by the Administrative Agent in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of immediately prior to such Reference Test Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (fd) below. Following ; and, following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx xx §00 forth in ss.12 for any Reference Period which contains the fiscal quarter in which such Permitted Acquisition, Asset Sale or Asset Swap occurred and each of the three (3) fiscal quarters immediately following such transaction shall be calculated in the manner set forth above for any portion of the then applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), (b), (c), (d), (e) and (fd) below:

Pro Forma Basis. In connection with any proposed Permitted Acquisition, (including acquisitions contemplated in connection with an LMA Agreement), Asset Sale or Asset Swap, the calculation of compliance with the financial covenants set forth in §11 by the Borrower and its Subsidiaries after including the business, business division or Person to be acquired in connection with any Permitted Acquisition or Asset Swap as if such business, business division or Person were a Subsidiary and after excluding any business, business division or Person to be sold or otherwise disposed of in connection with any Asset Sale or Asset Swap. The calculation of such compliance shall be determined as of the most recently ended Reference Period by reference to the financial results of the Borrower and its Subsidiaries for such Reference Period after adjusting the same to (i) exclude the financial results attributable to any business, business division or Person to be sold or otherwise disposed of as if such transaction occurred on the first day of such Reference Period and (ii) include the audited financial results of any business, business division or Person to be acquired, if available for such Reference Period, or if such audited financial results are not available for such Reference Period, any unaudited financial results or any management reports as are approved by the Administrative Agent in respect of such business, business division or Person, as if such Permitted Acquisition or Asset Swap had occurred on the first day of such Reference Period and including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below. Following a Permitted Acquisition, Asset Sale or Asset Swap, the calculation of compliance with the covenants set xxxxx fxxxx xx §00 for any Reference Period which contains the fiscal quarter in which such Permitted Acquisition, Asset Sale or Asset Swap occurred shall be calculated in the manner set forth above for any portion of the then applicable Reference Period which occurred prior to the date of such transaction including the adjustments described in clauses (a), (b), (c), (d), (e) and (f) below: