Permitted Pro Forma Adjustments means, as applied to any Person or business unit, means any adjustment to the actual results of operations of such Person or business unit that is permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that are otherwise approved by the Administrative Agent or Required Lenders to reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense and other overhead expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such Specified Transaction and which (x) are identified in documentation reasonably acceptable to the Administrative Agent; provided that, with respect to any Permitted Acquisition, such adjustments are identified in a quality of earnings report from a third-party firm reasonably acceptable to the Administrative Agent, and (y) are reasonably expected to be realized within twelve (12) months of such Specified Transaction as described in reasonable detail on a certificate of an Authorized Officer of Holdings delivered to the Administrative Agent. Subject to the foregoing, for purposes of calculating compliance with the financial covenants set forth in Sections 9.12 and 9.13, to the extent that during such period any Loan Party shall have consummated a Permitted Acquisition, Consolidated EBITDA shall be calculated with respect to any Person, business, property or asset acquired in a Permitted Acquisition as if such Acquisition had been consummated on the first day of the applicable period, based on historical results accounted for in accordance with GAAP.
Permitted Pro Forma Adjustments as applied to any Person or business unit acquired or disposed of on or after the Effective Date means any adjustment to the actual results of operations of such Person or business unit (a) that are permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or (b) that otherwise reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense, and other overhead expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such acquisitions or dispositions, in each case, with respect to this clause (b) only, as approved by the Administrative Agent in its Permitted Discretion.
Permitted Pro Forma Adjustments as applied to any Person or business unit acquired or disposed of on or after the Effective Date (including the Acquired Business) means any adjustment to the actual results of operations of such Person or business unit that are permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that are otherwise approved by the Administrative Agent to reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense, and other overheard expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such Acquisitions or dispositions, in an amount acceptable to the Administrative Agent in its reasonable discretion.
Examples of Permitted Pro Forma Adjustments in a sentence
Notwithstanding anything to the contrary contained herein, with respect to any calculation of the Fixed Charge Coverage Ratio and the Total Debt Coverage Ratio, each such calculation shall take into account any Permitted Pro Forma Adjustments with respect to an acquisition permitted under Section 7.4 during any applicable period of determination.
More Definitions of Permitted Pro Forma Adjustments
Permitted Pro Forma Adjustments means, as applied to any Permitted Acquisition after the date of Closing, any adjustment to the actual results of operations of such Person or business unit that are permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that otherwise reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense, and other overhead expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such Permitted Acquisition.
Permitted Pro Forma Adjustments as applied to any Person or business unit acquired on or after the Effective Date (including the Target) means any adjustment to the actual results of operations of such Person or business unit that are permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that are otherwise approved by the Administrative Agent to reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense, and other overheard expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such Acquisitions, in an amount acceptable to the Administrative Agent in its reasonable discretion.
Permitted Pro Forma Adjustments as applied to any Person or business unit acquired or disposed of on or after the Closing Date means any adjustment to the actual results of operations of such Person or business unit that are permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that otherwise reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense, and other overheard expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such acquisitions or dispositions.
Permitted Pro Forma Adjustments as applied to any Person or Business Unit Acquired after the Effective Date means, as of any date of determination, the actual results of operations of such Person or Business Unit for the period of 12 months ended nearest to the date of determination, as if such Person or Business Unit had been Acquired (and any related Debt had been incurred) on the first day of such 12-month period, as adjusted with the approval of the Administrative Agent to reflect verifiable, adequately documented severance payments and reductions in officer and employee compensation, insurance expenses, interest expense, rental expense, and other overhead expense, and, for all Acquisitions during any Fiscal Year, up to an aggregate amount of $15,000,000 of transaction expenses and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following completion of such Acquisitions.
Permitted Pro Forma Adjustments as applied to any Person or business unit, means any adjustment to the actual results of operations of such Person or business unit that is permitted to be recognized in pro forma financial statements prepared in accordance with Regulation S-X of the Securities Act of 1933 or that are otherwise approved by the Agent or Required Lenders to reflect verifiable and adequately documented severance payments and reductions in, among other items, officer and employee compensation, insurance expenses, interest expense, rental expense and other overhead expense, and other quantifiable expenses which are not anticipated to be incurred on an ongoing basis following consummation of such Acquisitions or dispositions. Notwithstanding the foregoing, for purposes of calculating compliance with the financial covenant set forth in Section 10.3, to the extent that during such period any Obligor shall have consummated a Permitted Acquisition, EBITDA shall be calculated with respect to any Person, business, property or asset acquired in a Permitted Acquisition as if such Acquisition had been consummated on the first day of the applicable period, based on historical results accounted for in accordance with GAAP.
Permitted Pro Forma Adjustments means that the calculations --------- required by clauses (i), (ii) and (iii) of the definition of Credit Worthy Person may be calculated on a pro forma basis to give effect to (A) any incurrence, acquisition or assumption of Indebtedness with a principal amount of $5,000,000 or more which has been incurred on or prior to the last day of the applicable fiscal quarter of the respective Credit Worthy Person or in connection with the acquisition of the specified asset or assets from the respective Specified Subsidiary, in each case as if such Indebtedness had been incurred, acquired or assumed on the first day of the applicable consecutive four quarter period, and (B) any acquisition or sale of any assets with a fair market value of $5,000,000 or more which was made on or prior to the last day of the applicable fiscal quarter of the respective Credit Worthy Person or as part of the acquisition of the specified asset or assets from the respective Specified Subsidiary, in each case as if such acquisition or sale had occurred on the first day of the applicable consecutive four quarter period, provided that the foregoing adjustments shall only be permitted if the Borrower -------- has delivered to the Administrative Agent with each set of financial information required by clauses (v) and (vi) of the definition of Specified Credit Worthy Supported Debt (which financial information shall contain in reasonable detail such pro forma adjustments), a certificate (which may be relied upon by the --- ----- Administrative Agent and the Borrower) of the respective Credit Worthy Person's independent certified public accountants (who must be of recognized national standing and reasonably acceptable to the Administrative Agent) certifying as to the accuracy of such Credit Worthy Person's pro forma adjustments in making the --- ----- required calculations.
Permitted Pro Forma Adjustments as applied to any Person acquired after the Closing Date means, as of any date of determination, the actual results of operations of such Person for the period of 12 months ended nearest to the date of determination, if such Person has been acquired pursuant to a Permitted Acquisition (and any related Indebtedness had been incurred in connection therewith) on the first day of such 12-month period, as adjusted to reflect verifiable and adequately documented severance payments and reductions in office and employee compensation, insurance expenses, interest expense, rental expense and other overhead expense that will be or were realized effective upon completion of such Acquisition and, for all Acquisitions in any Fiscal Year, excluding from the calculation of EBITDA transaction expenses and other quantifiable expenses which are not anticipated to be incurred on an on-going basis following such Acquisition, in each case provided that such pro forma adjustments are reasonably acceptable to the applicable Administrative Agent.