Common use of Adjustments to EBITDA Clause in Contracts

Adjustments to EBITDA. The figures for EBITDA set out in the Financial Report as of the most recent Quarter Date (including when necessary, financial statements published before the First Issue Date), shall be used, but adjusted so that: (a) entities or business acquired or disposed (i) during a test period; or (ii) after the end of the test period but before the relevant testing date, will be included or excluded (as applicable) pro forma for the entire test period; and (b) any entity or business to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Reference Period. This calculations shall be made taking into account any cost savings, synergies, integration and transaction costs reasonably projected by the Issuer (amounting to maximum ten per cent. of EBITDA for the Reference Period) as being obtainable within 12 months from the date of acquisition of that member of the Group, business or (as the case may be) assets provided that, (i) such projected cost savings and synergies shall be without double counting for cost savings and synergies actually realised during such Reference Period; and (ii) so long as such projected cost savings and synergies are projected to be realisable within 12 months from the date of acquisition, they shall be assumed to be realisable at any time during such twelve (12) months period.

Appears in 2 contracts

Sources: Second Amendment and Restatement Agreement, First Amendment and Restatement Agreement