Certain Compliance Calculations Clause Samples

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio test. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Net Debt Ratio, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Issuer and its Restricted Subsidiaries (as reasonably determined by the Issuer). Any calculation or measure that is determined with reference to the Issuer’s financial statements (including, without limitation, EBITDA, Consolidated Interest Expense, Consolidated Net Income, Consolidated Secured Debt Ratio, Consolidated Net Debt Ratio, Fixed Charge Coverage Ratio, Fixed Charges, and Section 4.07(a)(B)(1) hereof) may be determined with reference to the financial statements of any Parent Entity of the Issuer instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Equity Interests of the Issuer (as determined in good faith by the Issuer).

Certain Compliance Calculations. (a) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other exceptions, thresholds or baskets (other than ratio based baskets) on the same date. Each item of Indebtedness that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant ratio based test. (b) Notwithstanding anything to the contrary herein, in the event an item of Indebtedness (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on any ratio based exceptions, thresholds and baskets, such ratio(s) shall be calculated without regard to the incurrence of any Indebtedness under any revolving facility or letter of credit facility (1) immediately prior to or in connection therewith or (2) used to finance working capital needs of the Parent and its Restricted Subsidiaries. (c) Any calculation or measure that is determined with reference to the Parent’s financial statements (including Consolidated EBITDA, Consolidated Interest Expense, Consolidated Net Income, Fixed Charges, Fixed Charge Coverage Ratio, Consolidated Secured Leverage Ratio and Consolidated Total Leverage Ratio) may be determined with reference to the financial statements of a Parent Entity instead, so long as such Parent Entity does not hold any material assets other than, directly or indirectly, the Capital Stock of the Parent. (d) For purposes of making the computation referred to above, any Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued operations that have been made by the Parent or any of its Restricted Subsidiaries, during the reference period or subsequent to the reference period and on or prior to or simultaneously with the Fixed Charge Coverage Ratio Calculation Date shall be calculated on a pro forma basis assuming that all such Investments, acquisitions, dispositions, mergers, amalgamations, consolidations, operational changes, business expansions and disposed or discontinued...

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness is incurred, assumed or issued or any Lien is incurred or assumed in reliance on a ratio basket based on the Interest Coverage Ratio or Section 4.08(a) or Section 4.08(b), such ratio(s) shall be calculated with respect to such incurrence, assumption, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Interest Coverage Ratio or Section 4.08(a) or Section 4.08(b)) on the same date.

Certain Compliance Calculations. Notwithstanding anything to the contrary herein, in the event an item of Indebtedness, Disqualified Stock or Preferred Stock (or any portion thereof) is incurred or issued, any Lien is incurred or other transaction is undertaken in reliance on a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio, such ratio(s) shall be calculated with respect to such incurrence, issuance or other transaction without giving effect to amounts being utilized under any other basket (other than a ratio basket based on the Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio) on the same date. Each item of Indebtedness, Disqualified Stock or Preferred Stock that is incurred or issued, each Lien incurred and each other transaction undertaken will be deemed to have been incurred, issued or taken first, to the extent available, pursuant to the relevant Fixed Charge Coverage Ratio, Consolidated Secured Debt Ratio or Consolidated Total Debt Ratio test.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indenture with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Senior Secured Indebtedness Leverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Indenture that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), in a single transaction or action or series of related transactions or actions (for the purposes of this Section 1.19, a “Relevant Transaction”), the Fixed Amounts (and any cash proceeds thereof and the uses of such proceeds) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such Relevant Transaction.

Certain Compliance Calculations. Notwithstanding anything to the contrary in this Indenture, to the extent that the terms in this Indenture require (a) compliance with any financial ratio or test (including, without limitation, the Interest Coverage Ratio or Consolidated Net Leverage Ratio test or Total Unencumbered Assets test) and/or any cap expressed as a percentage of Adjusted Total Assets or

Certain Compliance Calculations. 40 Article 2 THE NOTES Section 2.01 Form and Dating. .............................................................................................................................. 41 Section 2.02 Execution and Authentication. .......................................................................................................... 42 Section 2.03 Registrar and Paying Agent. ............................................................................................................. 43 Section 2.04 Paying Agent to Hold Money in Trust. ............................................................................................. 43 Section 2.05 Holder Lists. ..................................................................................................................................... 43 Section 2.06

Certain Compliance Calculations. (a) For purposes of determining compliance at any time with Section 4.07 and Section 4.09 and one or more clauses contained in the definitions of “Asset Sale,” “Permitted Investments” and “Permitted Liens,” in the event that any Indebtedness, Restricted Payment, Asset Sale, Investment or Lien or portion thereof, as applicable, at any time meets the criteria of more than one of the categories of transactions or items permitted pursuant to any clause contained in the definition of “Permitted Liens,” any clause contained in the definition of “Permitted Investments,” Section 4.09(a) or any clause under Section 4.09(b) (other than clause (1) of Section 4.09(b) (in the case of Indebtedness outstanding under the Existing Senior Secured Credit Facilities on the Issue Date (after giving effect to the Incremental Joinder)), any clause contained in the definition of “Asset Sale”, and/or Section 4.07(a) or any clause of Section 4.07(b) (each of the foregoing, a “Reclassifiable Item”), the Parent, in its sole discretion, may, from time to time, divide, classify or reclassify such Reclassifiable Item (or portion thereof) under one or more clauses of each such section and will only be required to include such Reclassifiable Item (or portion thereof) in any one category; provided that, upon delivery of any consolidated financial statements required pursuant to Section 4.03 following the initial incurrence or making of any such Reclassifiable Item, if such Reclassifiable Item could, based on such consolidated financial 102 statements, have been incurred or made in reliance on either (i) Section 4.09(a) or (ii) clause (1)(b) of Section 4.09(b) (in the case of Indebtedness) or any “ratio-based” basket or exception (in the case of all other Reclassifiable Items), such Reclassifiable Item shall automatically be reclassified as having been incurred or made under the applicable provision of Section 4.09 or such “ratio-based” basket or exception, as applicable. It is understood and agreed that any Indebtedness, Restricted Payment, Asset Sale, Investment and/or Lien need not be permitted solely by reference to one category of Indebtedness, Restricted Payment, Asset Sale, Investment and/or Lien described in Section 4.07 and Section 4.09 and one or more clauses contained in the definitions of “Asset Sale,” “Permitted Investments” and “Permitted Liens,” respectively, but may instead be permitted in part under any combination thereof or under any other available exception. (b) Notwith...

Certain Compliance Calculations. 51 ARTICLE II.