Pro Forma Financial Covenant Compliance Sample Clauses

Pro Forma Financial Covenant Compliance. Whenever compliance with a Financial Covenant is required to be made on a Pro Forma Basis for determining the permissibility of any action, or the level of such Financial Covenant is used in reference to a test or covenant hereunder (but not, for the avoidance of doubt, for the purposes of determining actual compliance with Section 8.2.13 [Financial Covenants]): (a) if such compliance is required prior to a date on which there is a level applicable to such Financial Covenant in such Section 8.2.13 [Financial Covenants], the level for the first date for which there is a level so applicable in such Section shall be used in determining such compliance or whether such test or covenant is satisfied, (b) if such compliance is required on a date on which there is no level applicable to such Financial Covenant in Section 8.2.13 [Financial Covenants] and which follows a date on which there is a level applicable to such Financial Covenant in such Section, the level for the latest date for which there is a level so applicable in such Section shall be used in determining such compliance or whether such test or covenant is satisfied, (c) the levels set forth in this Agreement as applicable to such Financial Covenants in such Section shall not give effect to any amendment, modification or waiver with respect to such Section (or any amendment, modification or waiver of a definition as applied in such Section) that is not approved by the Required Lenders and (d) the reference in Section 8.2.13 [Financial Covenants] that the covenants in such Section 8.2.13 are for the benefit of the Revolving Lenders and Term A Lenders shall not be interpreted to mean that all Lenders are not the beneficiaries of the requirements of such compliance on a Pro Forma Basis or the satisfaction of such test or covenant for determining the permissibility of an action hereunder.
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Pro Forma Financial Covenant Compliance. Whenever compliance with a Financial Covenant is required to be made on a Pro Forma Basis for determining the permissibility of any action, or the level of such Financial Covenant is used in reference to a test or covenant hereunder (but not, for the avoidance of doubt, for the purposes of determining actual compliance with Section 8.2.13 [Financial Covenants]), if such compliance is required prior to a date on which a Financial Covenant in Section 8.2.13 [Financial Covenants] is in effect, the level for such Financial Covenant when it is first in effect shall be used in determining such compliance or whether such test or covenant is satisfied.
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Pro Forma Financial Covenant Compliance. The Borrower shall have delivered to the Arrangers satisfactory evidence that the Borrower and its Restricted Subsidiaries are in pro forma compliance with the Financial Covenants on and as of the Funds Availability Date, including after giving effect to any Credit Event requested to be made on the Funds Availability Date.
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Pro Forma Financial Covenant Compliance. After giving pro forma effect to the making of the Term Loan and the consummation of the transactions contemplated hereby, the Borrower is in compliance on a pro forma basis with the covenants set forth in Section 6.18 recomputed for the most recently ended month for which information is available using the financial covenant levels for the first testing date set forth in Section 6.18.
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Pro Forma Financial Covenant Compliance. After giving pro forma effect to the making of such Subsequent Advance and the consummation of the transactions contemplated hereby with respect thereto, the Borrower is in compliance on a pro forma basis with each of the covenants set forth in Section 6.18 recomputed for the most recently ended month for which information is available using the financial covenant levels for the then most recently completed testing date for each such covenant (or using the first testing date for a particular covenant if the first testing date for such covenant has not yet occurred).
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Pro Forma Financial Covenant Compliance. Receipt by the Administrative Agent of a certificate demonstrating that, after giving effect to the funding of the Term Loan A on the Effective Date and the consummation of the other transactions contemplated herein on a Pro Forma Basis (calculated for the period consisting of the four (4) consecutive Fiscal Quarters ended September 30, 2020), the Borrower will be in compliance with each of the financial covenants set forth in Article VI.
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Pro Forma Financial Covenant Compliance. After giving effect to such extension of credit and the application of the proceeds thereof as if they had occurred on the last day of the fiscal quarter of the Borrower then most recently ended, the Consolidated Leverage Ratio and the Consolidated Senior Secured Debt Ratio shall not exceed the maximum ratios that would have been permitted under Sections 7.1(c) and (e), respectively, as of such day.
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Pro Forma Financial Covenant Compliance. After the Closing Date and solely in connection with any Credit Extension that utilizes any Revolving Commitments, (1) the Borrower shall be in compliance on a Pro Forma Basis (including balance sheet amounts after giving pro forma effect to any requested Credit Extension) with Section 6.09(a) (irrespective of whether such financial covenant has been tested for the most recently ended Test Period) and (2) solely with respect to Credit Extensions made prior to the time when financial statements for the Test Period ending October 1, 2011 are available, the maximum Total Leverage Ratio (calculated on a Pro Forma Basis and including balance sheet amounts after giving pro forma effect to any requested Credit Extension) shall not exceed 5.25 to 1.0. Each of the delivery of a Borrowing Request or an LC Request and the acceptance by Borrower of the proceeds of such Credit Extension shall constitute a representation and warranty (which, in the case of clause (i) of Section 4.02(d), shall be limited to the knowledge of the Borrower) by Borrower and each other Loan Party that on the date of such Credit Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the conditions contained in Sections 4.02(b)-(e) have been satisfied (it being understood that Sections 4.02(d) and (e) shall not be tested on the Closing Date). Borrower shall provide such information (including calculation in reasonable detail of the covenants in Section 6.09) as the Administrative Agent may reasonably request to confirm that the conditions in Sections 4.02(b)-(e) have been satisfied.
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Pro Forma Financial Covenant Compliance. After giving pro forma effect to such Loan or Letter of Credit issuance as of the last day of the most recently ended Test Period for which financial statements have been delivered, the Borrower shall be in compliance with the covenants contained in Article VI. Each of the delivery of a Notice of Borrowing, Swingline Request or L/C Request and the acceptance by the Borrower of the proceeds of any Loan or the Issuance of any Letter of Credit shall constitute a representation and warranty by Borrower and each other Credit Party that as of the date thereof (both immediately before and after giving effect to such Loan (or the Issuance of such Letter of Credit) and the application of the proceeds thereof) the conditions contained in Sections 2.2(b) and (c) have been satisfied.
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Related to Pro Forma Financial Covenant Compliance

  • Pro Forma Compliance Compliance with the financial covenants set forth in clauses (a) and (b) above shall always be calculated on a Pro Forma Basis.

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 5.9 and for purposes of determining the Applicable Percentage, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the Target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness of a Target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any asset disposition permitted by Section 6.4, (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to the Borrower and the Administrative Agent and (B) Indebtedness that is repaid with the proceeds of such asset disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

  • Financial Covenant So long as any Loan shall remain unpaid, any Letter of Credit shall remain outstanding or any Lender shall have any Commitment hereunder, the Borrower will maintain a ratio of Consolidated Debt to Consolidated Capital of not greater than 0.65 to 1.00 as of the last day of each fiscal quarter.

  • Financial Covenants Section 4.01. (a) The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with sound accounting practices the operations, resources and expenditures in respect of the Project of the departments or agencies of the Borrower responsible for carrying out the Project or any part thereof.

  • Specific Financial Covenants During the term of this Agreement, and thereafter for so long as there are any Obligations to Lender, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

  • Certain Financial Covenants The Borrower will not:

  • Financial Covenant Required Actual Complies Maintain on a Monthly Basis: Minimum Revenue (trailing 6 month) Tested as of the last day of each month, minimum GAAP revenue for the trailing 6 month period then ended, of at least 70% of Borrower’s projected performance for such month as outlined in Borrower’s 2018-2019 Financial Projections $ Yes No Other Matters Have there been any (i) amendments of or other changes to the capitalization table of Borrower or (ii) amendments or other changes to the Operating Documents of Borrower or any of its Subsidiaries? If yes, provide copies of any such amendments or changes with this Compliance Certificate. Yes No The following are the exceptions with respect to the certification above: (If no exceptions exist, state “No exceptions to note.”) 10X GENOMICS, INC. BANK USE ONLY Received by: By: AUTHORIZED SIGNER Name: Date: Title: Verified: AUTHORIZED SIGNER Date: Compliance Status: Yes No EXHIBIT C LOAN PAYMENT/ADVANCE REQUEST FORM DEADLINE FOR SAME DAY PROCESSING IS NOON PACIFIC TIME Fax To: Date: LOAN PAYMENT: 10X GENOMICS, INC. From Account # To Account # (Deposit Account #) (Loan Account #) Principal $ and/or Interest $ Authorized Signature: Phone Number: Print Name/Title: LOAN ADVANCE: Complete Outgoing Wire Request section below if all or a portion of the funds from this loan advance are for an outgoing wire. From Account # To Account # (Loan Account #) (Deposit Account #) Amount of the Term Loan Advance $ All Borrower’s representations and warranties in the Second Amended and Restated Loan and Security Agreement are true, correct and complete in all material respects on the date of the request for an advance; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date: Authorized Signature: Phone Number: Print Name/Title: OUTGOING WIRE REQUEST: Complete only if all or a portion of funds from the loan advance above is to be wired. Deadline for same day processing is noon, Pacific Time Beneficiary Name: Amount of Wire: $ Beneficiary Name: Amount of Wire: $ City and State: Beneficiary Bank Transit (ABA) #: Beneficiary Bank Code (Swift, Sort, Chip, etc.): (For International Wire Only) Intermediary Bank: Transit (ABA) #: For Further Credit to: Special Instruction: By signing below, I (we) acknowledge and agree that my (our) funds transfer request shall be processed in accordance with and subject to the terms and conditions set forth in the agreements(s) covering funds transfer service(s), which agreements(s) were previously received and executed by me (us). Authorized Signature: 2nd Signature (if required): Print Name/Title: Print Name/Title: Telephone #: Telephone #:

  • to Compliance Certificate Financial Covenants of Borrower In the event of a conflict between this Schedule and the Loan Agreement, the terms of the Loan Agreement shall govern. Dated:

  • Compliance with Financial Covenants Schedule A attached hereto sets forth financial data and computations evidencing the Borrower’s compliance with certain covenants of the Agreement, all of which data and computations are true, complete and correct.

  • Covenant Compliance Certificate The Borrower shall, contemporaneously with the furnishing of the financial statements pursuant to Section 8.8, deliver to the Bank a duly completed compliance certificate, dated the date of such financial statements and certified as true and correct by an appropriate officer of the Borrower, containing a computation of each of the financial covenants set forth in Section 10 and stating that the Borrower has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such Event of Default or Unmatured Event of Default describing it and the steps, if any, being taken to cure it.

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