Common use of Transition Rules Clause in Contracts

Transition Rules. Except as otherwise specifically provided herein, in calculating compliance with the financial covenants for the period from the Closing Date through the first anniversary thereof, compliance will be measured from the Closing Date to the date that such compliance shall be required to be measured. For any test that requires measurement over an entire year, results for the period from the Closing Date through such date shall be annualized. In delivering pro forma covenant calculations at any time for or including any entity that is the target of an acquisition (whether such information is required pursuant to Section 3.02, Section 6.04 or Section 6.07 or otherwise) or when including an acquisition target that has not been under management by the Company or one of its Subsidiaries for an entire fiscal quarter in calculating financial covenant compliance, the Company shall use the actual EBITDA for the target over the relevant period, as if such target had been a Subsidiary of the Company during such period. To the extent such target has been under management by the Company or one of its Subsidiaries for one or more entire fiscal quarters but less than one year, the Company shall calculate EBITDA and net revenues with respect to the target based on the annualized actual performance of the target during the most recently ended number of complete quarters that such target has been under management of the Company or one of its Subsidiaries. For the purposes of calculating compliance with Sections 6.14, 6.15 and 6.16, Existing Additional Acquisition Liabilities shall be excluded from: (i) in the case of Section 6.14, Total Debt Service, (ii) in the case of Section 6.15, Consolidated Total Debt and Consolidated Total Capitalization (to the extent that such amounts would otherwise be included in Consolidated Total Debt), and (iii) in the case of Section 6.16, Consolidated Senior Debt.