Acquired EBITDA. A. Consolidated EBITDA of 3 (the “Acquired Person 1”) for Subject Period): 1. Consolidated Net Income of Acquired Person 1 and its Subsidiaries for Subject Period: $ 2. To the extent deducted in calculating such Consolidated Net Income, Consolidated Interest Charges for Subject Period: $ 3. To the extent deducted in calculating such Consolidated Net Income, provision for Federal, state, local and foreign income taxes for Subject Period: $ 4. To the extent deducted in calculating such Consolidated Net Income, depreciation expenses for Subject Period: $ 5. To the extent deducted in calculating such Consolidated Net Income, amortization expenses for Subject Period: $ 6. To the extent deducted in calculating such Consolidated Net Income, other non-recurring expenses in Subject Period or any future period: $ 7. To the extent deducted in calculating such Consolidated Net Income, losses from discontinued operations for Subject Period: $ 8. To the extent deducted in calculating such Consolidated Net Income, all non-cash charges, expenses or losses for Subject Period: $ 9. To the extent deducted in calculating such Consolidated Net Income, severance, retention bonuses or other similar one-time compensation payments made to officers or employees for Subject Period: $ 2 Maximum applicable commencing at the end of the fiscal quarter during which the Commitments shall have been increased pursuant to Section 2.13 of the Credit Agreement (but Consolidated Leverage Ratio shall be calculated in each Compliance Certificate). 3 Insert name of any Person acquired by any Loan Party during Subject Period pursuant to a Permitted Acquisition. Calculation is subject to consent, verification and ultimate determination by Administrative Agent. Repeat this Section IV.A for any such additional Persons acquired during Subject Period; aggregate Acquired EBITDA for Subject Period to equal the sum of Line 14 from each lettered subsection of this Section IV. 10. To the extent deducted in calculating such Consolidated Net Income, fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with the transactions contemplated by, or due pursuant to, the Agreement and the other Loan Documents for Subject Period: $ 11. To the extent deducted in calculating such Consolidated Net Income, fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with any Investment, issuance of Equity Interests, Disposition of assets or Permitted Acquisition, in each case, whether or not consummated and to the extent not prohibited by the Agreement or the other Loan Documents for Subject Period: $ 12. To the extent deducted in calculating such Consolidated Net Income, amounts paid by Acquired Person 1 and its Subsidiaries (to the extent any such Person is a Loan Party) to or for the benefit of a seller in connection with a Permitted Acquisition constituting purchase price adjustments (including pertaining to working capital, balance sheet items, revenues, income and other financial or operational metrics) for Subject Period: $ 13. To the extent included in calculating such Consolidated Net Income, any gains from discontinued operations for Subject Period: $ 14. To the extent included in calculating such Consolidated Net Income, all non-cash items increasing Consolidated Net Income for Subject Period: $ 15. Consolidated EBITDA of Acquired Person 1 and its Subsidiaries (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + 9 + 10 + 11+ 12 – 13 – 14): $ This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]4 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]5 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Credit Agreement (including, without limitation, any Letters of Credit) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 4 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 5 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.
Appears in 1 contract
Sources: Credit Agreement (Kofax LTD)
Acquired EBITDA. A. Consolidated EBITDA of 3 4 (the “Acquired Person 1Person1”) for Subject Period):): 3 Maximum applicable commencing at the end of the fiscal quarter during which the Commitments shall have been increased pursuant to Section 2.13 of the Credit Agreement (but Consolidated Leverage Ratio shall be calculated in each Compliance Certificate). 4 Insert name of any Person acquired by any Loan Party during Subject Period pursuant to a Permitted Acquisition. Calculation is subject to consent, verification and ultimate determination by Administrative Agent. Repeat this Section IV.A for any such additional Persons acquired during Subject Period; aggregate Acquired EBITDA for Subject Period to equal the sum of Line 14 from each lettered subsection of this Section IV.
1. Consolidated Net Income of Acquired Person 1 and its Subsidiaries for Subject Period: $
2. To the extent deducted in calculating such Consolidated Net Income, Consolidated Interest Charges for Subject Period: $
3. To the extent deducted in calculating such Consolidated Net Income, provision for Federal, state, local and foreign income taxes for Subject Period: $
4. To the extent deducted in calculating such Consolidated Net Income, depreciation expenses for Subject Period: $
5. To the extent deducted in calculating such Consolidated Net Income, amortization expenses for Subject Period: $
6. To the extent deducted in calculating such Consolidated Net Income, (i) other non-recurring expenses in Subject Period or any future period: $
7. To the extent deducted in calculating such Consolidated Net Incomeexpenses, losses from discontinued operations for Subject Period: $
8. To the extent deducted in calculating such Consolidated Net Income, (ii) all non-cash charges, expenses or losses for Subject Period: $
9. To the extent deducted in calculating such Consolidated Net Incomelosses, (iii) severance, retention bonuses or other similar one-time compensation payments made to officers or employees for Subject Period: $ 2 Maximum applicable commencing at the end of the fiscal quarter during which the Commitments shall have been increased pursuant to Section 2.13 of the Credit Agreement employees, (but Consolidated Leverage Ratio shall be calculated in each Compliance Certificate). 3 Insert name of any Person acquired by any Loan Party during Subject Period pursuant to a Permitted Acquisition. Calculation is subject to consent, verification and ultimate determination by Administrative Agent. Repeat this Section IV.A for any such additional Persons acquired during Subject Period; aggregate Acquired EBITDA for Subject Period to equal the sum of Line 14 from each lettered subsection of this Section IV.
10. To the extent deducted in calculating such Consolidated Net Income, iv) fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with the transactions contemplated by, or due pursuant to, the Agreement and the other Loan Documents for Subject Period: $
11. To the extent deducted in calculating such Consolidated Net IncomeDocuments, and (v) fees, costs and expenses incurred by Acquired Person 1 and its Subsidiaries in connection with any Investment, issuance of Equity Interests, Disposition of assets or Permitted Acquisition, in each case, whether or not consummated and to the extent not prohibited by the Agreement or the other Loan Documents Documents, in the case of each of clauses (i) – (v), for Subject Period and as more particularly described below: $ Acquisition-related costs $ Amortization of acquired intangible assets (excluding amounts already included in amortization expense) $ Restructuring costs $ Share-based payment expenses (excluding amounts already included in amortization expense) $ Non-cash foreign exchange losses $ IPO and other non-recurring expenses included in Other Operating Expenses, net $
7. To the extent deducted in calculating such Consolidated Net Income, losses from discontinued operations for Subject Period: $
128. To the extent deducted in calculating such Consolidated Net Income, amounts paid by Acquired Person 1 and its Subsidiaries (to the extent any such Person is a Loan Party) to or for the benefit of a seller in connection with a Permitted Acquisition constituting purchase price adjustments (including pertaining to working capital, balance sheet items, revenues, income and other financial or operational metrics) for Subject Period: $
139. To the extent included in calculating such Consolidated Net Income, any gains from discontinued operations for Subject Period: $
1410. To the extent included in calculating such Consolidated Net Income, (i) all non-cash items increasing Consolidated Net Income (including non-cash foreign exchange gains) and (ii) non-recurring income included in Other Operating Expenses, net for Subject Period: $
1511. Consolidated EBITDA of Acquired Person 1 and its Subsidiaries (Lines I.A.1 + 2 + 3 + 4 + 5 + 6 + 7 + 8 + – 9 + 10 + 11+ 12 – 13 – 1410): $ This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each]4 Assignor identified in item 1 below ([the][each, an] “Assignor”) and [the][each]5 Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the Assignors][the Assignees]6 hereunder are several and not joint.]7 Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the Credit Agreement (including, without limitation, any Letters of Credit) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by [the][any] Assignor. 4 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. 5 For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language.$
Appears in 1 contract
Sources: Credit Agreement (Kofax LTD)