Common use of Pro Forma Calculations Clause in Contracts

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 8 contracts

Samples: Credit Agreement (Oscar Health, Inc.), Credit Agreement (Oscar Health, Inc.), Credit Agreement (Blackboard Inc)

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Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition Consolidated EBITDA.

Appears in 7 contracts

Samples: Credit Agreement (Hawaiian Telcom Holdco, Inc.), Credit Agreement (Hawaiian Telcom Holdco, Inc.), Guarantee and Collateral Agreement (Hawaiian Telcom Holdco, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to and (b) required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 7 contracts

Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.), 2020 Revolving Credit Agreement (Huntington Ingalls Industries, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition Consolidated EBITDA.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc), Term Loan Credit Agreement (Supervalu Inc)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial an Authorized Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 5 contracts

Samples: Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co), Mode Covenants Agreement (Tucson Electric Power Co)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 5 contracts

Samples: Loan Agreement (Unisource Energy Corp), Credit Agreement (Tucson Electric Power Co), Letter of Credit and Reimbursement Agreement (Unisource Energy Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Restricted Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to and required by the Administrative Agentdefinition of Consolidated EBITDA.

Appears in 4 contracts

Samples: Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.), Credit Agreement (Huntington Ingalls Industries, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions assumptions, (ii) are reasonably foreseeable and factually supportable and (biii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (Tallgrass Energy GP, LP), Credit Agreement (Tallgrass Energy GP, LP)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be (a) permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentAgent and (b) required by the definition of Consolidated EBITDA.

Appears in 2 contracts

Samples: Credit Agreement (TreeHouse Foods, Inc.), Credit Agreement (TreeHouse Foods, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower Tensar or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower Tensar as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to TCO and the Administrative Agent.

Appears in 2 contracts

Samples: Facility Agreement (Tensar Corp), Lease Financing and Purchase Option Agreement (Tensar Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower Holdings or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower Holdings as having been prepared in good faith based upon assumptions that were believed to be reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to at the Administrative Agenttime of preparation and, where required calculated in accordance with Regulation S-X under the Exchange Act.

Appears in 2 contracts

Samples: Credit Agreement (Endeavour International Corp), Intellectual Property Security Agreement (Endeavour International Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agentassumptions.

Appears in 2 contracts

Samples: Credit Agreement (Affirmative Insurance Holdings Inc), Intellectual Property Security Agreement (Affirmative Insurance Holdings Inc)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by Parent, the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions assumptions, (ii) factually supportable and (biii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 2 contracts

Samples: Credit Agreement (World Point Terminals, LP), Credit Agreement (World Point Terminals, LP)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by Parent Holdings, the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Rentech Inc /Co/)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Second Lien Credit Agreement (Vantage Energy Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon assumptions that were believed to be reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to at the Administrative Agenttime of preparation and, where required, calculated in accordance with Regulation S-X under the Securities Act of 1934, as amended.

Appears in 1 contract

Samples: Credit Agreement (Energy & Exploration Partners, Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial an Authorized Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agent.be reasonable. 104486778_2104486778_9

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

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Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ab) (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.certified

Appears in 1 contract

Samples: Security Agreement and Financing Statement (Fairway Group Holdings Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary Borrowers pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial Officer of the each Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 1 contract

Samples: Credit Agreement (FirstEnergy Solutions Corp.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ai) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative AgentMajority Lenders.

Appears in 1 contract

Samples: Term Loan Credit Agreement (Vantage Energy Inc.)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower Company or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial Officer of the Borrower Company as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agentassumptions.

Appears in 1 contract

Samples: Credit Agreement (NRG Energy Inc)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent.and

Appears in 1 contract

Samples: Credit Agreement (Unisource Energy Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower Tensar or any Subsidiary pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (a) have been certified by a Financial Officer of the Borrower Tcnsar as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable to TCH and the Administrative AgentPurchasers.

Appears in 1 contract

Samples: Murabaha Facility Agreement (Tensar Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) include only those adjustments that would be permitted or required by Regulation S-X under the 65022253_5 Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial an Authorized Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by or in respect of the Borrower Borrower, CEI or any Subsidiary of its Subsidiaries pursuant to this Agreement shall include only those adjustments that would be permitted or required by Regulation S-S X under the Securities Act of 1933, as amendedAct, together with those adjustments that (a) have been certified by a Financial Responsible Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and assumptions, (b) are based on reasonably detailed written assumptions and (c) are reasonably acceptable to the Administrative Agent.

Appears in 1 contract

Samples: Credit Agreement (Cheniere Energy Inc)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall include only those adjustments that (a) would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that (ab) (i) have been certified by a Financial Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (bii) are based on reasonably detailed written assumptions reasonably acceptable to the Administrative Agent, or (c) are required by the definition of Consolidated EBITDA.

Appears in 1 contract

Samples: Credit Agreement (Fairway Group Holdings Corp)

Pro Forma Calculations. All pro forma calculations permitted or required to be made by the Borrower or any Subsidiary pursuant to this Agreement shall (a) 66587785_8 include only those adjustments that would be permitted or required by Regulation S-X under the Securities Act of 1933, as amended, together with those adjustments that and (ab) have been be certified to by a Financial an Authorized Officer of the Borrower as having been prepared in good faith based upon reasonable assumptions and (b) are based on reasonably detailed written assumptions reasonably acceptable believed to the Administrative Agentbe reasonable.

Appears in 1 contract

Samples: Credit Agreement (Tucson Electric Power Co)

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