Testing Principles Clause Samples

Testing Principles. 12.1.1 Each Party shall have the right to require testing of the other Party’s switch(es) to confirm correct inter working. The testing varies according to the switch manufacturer, the hardware and the software build level and the method of implementation. The scope of the testing shall follow the relevant ITU-T guidelines and any manufacturer’s guidelines. In the event of any inconsistency the relevant ITU-T guidelines shall prevail.

Testing Principles. ‌ (a) Notwithstanding any other provision of this Agreement to the contrary, when calculating the availability under any basket, ratio, threshold or other amount which is to be determined in connection with a transaction under this Agreement (including any basket, ratio, test or permission where an element is set by reference to the Consolidated EBITDA and/or the Consolidated Total Net Leverage Ratio), other than in respect of the determination of: (i) the applicable Margin; (ii) the Financial Covenant Test; (iii) (in relation to Additional Facilities): (A) the Total Additional Term Facilities Cap, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis as at the date of the applicable Additional Facility Accession Deed, provided that, where an Additional Facility is established in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date (as defined below); or (B) Consolidated EBITDA where required to be determined for the purposes of the SSRCF Basket in connection with the establishment of an Additional Revolving Facility, where the required determination regarding Consolidated EBITDA must be made on a pro forma basis as at the date of the applicable Additional Facility Accession Deed, provided that, where an Additional Revolving Facility is established in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date (as defined below); (iv) the making of any Permitted Distribution, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis at the time of making the Permitted Distribution; (v) the Consolidated Total Net Leverage Ratio, where required to be determined for the purposes of: (A) paragraph (d) of the definition of Post-Closing Certain Funds Period, where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis at the time specified in that paragraph; (B) paragraph (b) of Clause 4.2 (Further conditions precedent), where the required determination regarding the Consolidated Total Net Leverage Ratio must be made on a pro forma basis as at the applicable proposed Utilisation Date, provided that, where such proposed Utilisation is in connection with a Permitted Acquisition, such determination may be made as at any Applicable Test Date; and (C) paragraph (c) of Clause 27.37 (Earn-outs in ...