Proforma Calculations Sample Clauses

Proforma Calculations. (a) All pro forma calculations required to be made hereunder giving effect to any Permitted Acquisition, Disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction made during the Fiscal Quarter or Fiscal Year to which the required calculation relates shall, in each case, be calculated (i) as if such transaction was consummated on the first day of the relevant period and (ii) giving pro forma effect thereto and to the historical earnings and cash flows associated with the assets acquired or disposed of and any Indebtedness incurred and repaid in connection therewith, and any synergies or cost savings, in each case, in a method consistent with Regulation S-X of the Securities Act of 1933.
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Proforma Calculations. 5556 Section 1.06. Divisions.....................................................................… ........ 56
Sample 1
Proforma Calculations. In calculating EBITDA, Adjusted EBITDAR, Debt Service, Fixed Charges, or Interest Expense, or in making any similar calculation hereunder, for any Rolling Period, in the event that the Combination or any acquisition or Sale of Substantial Assets has been consummated during such Rolling Period, then such calculations shall be made based on proforma financial statements setting forth the results of operations of Borrower and its consolidated Subsidiaries as though such Combination, acquisition or Sale of Substantial Assets had been consummated as of the first day of such Rolling Period.
Sample 1
Proforma Calculations. In calculating EBITDA, Adjusted EBITDA, --------------------- Debt Service, Fixed Charges, or Interest Expense, or in making any similar calculation hereunder, for any period, in the event that the Combination or any acquisition or Sale of Substantial Assets has been consummated during such period, then such calculations shall be made based on proforma financial statements setting forth the results of operations of Borrower and its consolidated Subsidiaries as though such Combination, acquisition or Sale of Material Assets had been consummated as of the first day of such period, including, in the case of the Combination, integration adjustments as described on page 34 of the Registration Statement and such additional integration adjustments as may be agreed to by Agent.
Sample 1
Proforma Calculations. In calculating EBITDA, Adjusted EBITDA, --------------------- Debt Service, Fixed Charges, or Interest Expense, or in making any similar calculation hereunder, for any period, in the event that the Combination or any acquisition or Sale of Substantial Assets has been consummated during such period, then such calculations shall be made based on proforma financial statements setting forth the results of operations of Borrower and its consolidated Subsidiaries as though such Combination, acquisition or Sale of Material Assets had been consummated as of the first day of such period, including, in the case of the Combination, integration adjustments as described on page 34 of the Registration Statement and such additional integration adjustments as may be agreed to by Agent and, in the case of the Richmont Merger, the integration adjustments that are the subject of the letter from Xxxxxx Xxxxxxxx LLP referenced in Paragraph 4.1(g) hereof; provided, however, -------- ------- that the chief financial officer of Borrower shall certify to Agent when such employment terminations are effected, and, in the event that the employment terminations are not effected by December 31, 1999 then Borrower may not take into account such integration adjustments for purposes hereof.
Sample 1

Related to Proforma Calculations

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).

  • Pro Forma Adjustments The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

  • Calculation Each of the foregoing ratios and financial requirements shall be calculated as of the last day of each Fiscal Quarter.

Time is Money Join Law Insider Premium to draft better contracts faster.