Calculation Adjustments Clause Samples
The Calculation Adjustments clause defines how changes or errors in the calculation of payments, values, or other financial terms under an agreement are to be handled. Typically, this clause allows for corrections if a miscalculation is discovered, and may specify the process for making such adjustments, including notification requirements and timeframes for correction. Its core practical function is to ensure accuracy and fairness in financial dealings by providing a clear mechanism to address and rectify calculation errors, thereby reducing disputes and maintaining trust between parties.
Calculation Adjustments. (a) If a Restricted Subsidiary acquires any company, business or undertaking which becomes part of the Restricted Group (an “Acquired Business”) for each Relevant Period which ends less than 12 Months after completion of that acquisition, only for the purposes of determining the Drawn Super Senior Gross Leverage Ratio for that Relevant Period, the results of the Acquired Business will be deemed included with those of the rest of the Group for the full duration of the Relevant Period as if the Acquired Business had been acquired at the start of the Relevant Period (in each case, without double-counting) and taking into account, in the case of the acquisition, any cost savings and other synergies which the CFO or CEO, acting reasonably, has certified are reasonably anticipated to be achieved within 12 months of the relevant acquisition.
(b) If a Restricted Subsidiary disposes of any company which prior to its disposal formed part of the Restricted Group, for each Relevant Period which ends less than 12 Months after that company is disposed, the results of that company will be deemed excluded from those of the rest of the Group for the full duration of the Relevant Period as if that company was not a member of the Group at the start of the Relevant Period.
Calculation Adjustments. (a) If any amendment, waiver or exercise of any right under any Senior Financing Agreement or any transaction in relation to DA Approved Hedging would (but for the operation of this clause) have had the effect of materially increasing the Senior Debt Liabilities and such amendment, consent, waiver, increase or transaction:
(i) did not constitute Permitted Financial Indebtedness;
(ii) was not in accordance with clause 3.3 of the Liaison Agreement or the Security Trust and Intercreditor Deed; or
(iii) was in breach of clause 6.15, then such increase shall be deducted from the Senior Debt Liabilities.
(b) If any amendment, waiver or exercise of any right under any Project Document has the effect of materially increasing the amount of the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend and it is not in accordance with clause 3.3 (Changes to Project Documents or Government Support Package) of the Liaison Agreement, then such increase shall be deducted from the Discontinuation Date Adjusted RCV, the Allowable Project Spend and/or the Additional Allowable Project Spend (as applicable) for the purposes of the calculation of the Total Compensation Amount.
(c) If the right of the Secretary of State to Discontinue arises during any period when a Failure Event has occurred and has not been Remedied or reduced to a Remedy Event, then an amount equal to any Allowable Project Spend and Additional Allowable Project Spend (except for costs reasonably incurred by IP OpCo in carrying out the IP Make Safe Activities in accordance with the Approved Discontinuation Plan) which IP OpCo incurs during the period when a Failure Event has occurred and has not been Remedied or reduced to a Remedy Event until the Discontinuation Notice is issued shall be deducted from the Discontinuation Date Adjusted RCV, Allowable Project Spend and/or Additional Allowable Project Spend (as applicable) for the purposes of the calculation of the Total Compensation Amount. Once the Failure Event is Remedied or reduced to a Remedy Event, no further deduction shall apply.
(d) Any hedging liabilities shall, to the extent that they are included in the definition of "Net Debt" for the purposes of the calculation of Net Debt/Adjusted RCV (in accordance with paragraphs 7 and 8 of part 2 of schedule 4 (SoS Approved Hedging Policy) to this Agreement) and to the extent relating to DA Approved Hedging, be treated as, and shall be included in, Senior Deb...
Calculation Adjustments. (a) EBITDA, Finance Charges and Net Finance Charges
(i) The figures for EBITDA, Finance Charges and Net Finance Charges for the Reference Period ending on the last day of the period covered by the most recent Financial Report shall be used for the Incurrence Test, but adjusted so that:
(A) entities acquired or disposed of by the Group during the Reference Period, or after the end of the Reference Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Reference Period;
(B) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Reference Period; and
(C) the pro forma calculation of EBITDA shall be adjusted to take into account the net cost savings and other reasonable cost synergies ("Cost Adjustments"), as the case may be, realisable by the Group during the Reference Period as a result of acquisitions and/or disposals of entities referred to in (A) or (B) above, provided that such Cost Adjustments (i) have been confirmed by a reputable accounting firm and the Issuer has provided evidence thereof to the Agent, (ii) do not exceed 5.00 per cent of EBITDA prior to the inclusion of the Cost Adjustments, and (iii) are specified in the quarterly reports of the Group and in each Compliance Certificate.
Calculation Adjustments. (a) For the purpose of determining compliance with the financial covenants in clause 20.11(a) (Debt to earnings), 20.11(b) (Cashflow Cover), 20.11(c) (Net Interest Cover) and 20.11(d)) (Net Senior Debt) for each Testing Period ending on a Testing Date prior to the date falling one year after the first Drawdown Date:
(i) for the purposes of clause 20.11(a) to (d), EBITDA shall be calculated by reference to the actual results of the Target Group for the initial part of that Testing Period prior to the first Drawdown Date;
(ii) for the purposes of clauses 20.11(c), Net Interest shall be the annualised value for the period from the beginning of the quarterly accounting period following the first Drawdown Date in respect of which the first Quarterly Accounts are prepared to the relevant Testing Date; and
(iii) for the purposes of clause 20.11(b), Cashflow shall be calculated by reference to the immediately preceding four quarterly accounting periods to the relevant Testing Date provided that, in respect of the Testing Period ending on the first Testing Date for the purposes of calculation of Total Debt Service, Net Interest for the period after the first Drawdown Date to the Testing Date shall be annualised and scheduled repayments of principal shall be all such scheduled payments during the periods from the first Drawdown Date to the first Testing Period.
(b) If the Group acquires a company or companies (having obtained any necessary consent under this agreement to do so), until the first Testing Date which falls more than 12 months after the relevant company or companies became Subsidiaries of Bidco 2, the results of such company or companies will be deemed included with those of the rest of the Group for the full duration of the relevant Testing Period as if such company or companies had become a Group Company at the commencement of the Testing Period. Any necessary aggregation of their results will be confirmed by the Auditors and will not include any synergy benefits expected to be achieved as a result of the acquisition of such company or companies.
Calculation Adjustments. (a) For the purpose of the Maintenance Covenant, the figures for EBITDA and Net Finance Charges for the Relevant Period ending on the relevant Reference Date shall be used but adjusted so that:
(i) entities acquired or disposed of by the Group during the Relevant Period, or after the end of the Relevant Period but before the relevant testing date, shall be included or excluded (as applicable), pro forma, for the entire Relevant Period; and
(ii) any entity to be acquired with the proceeds from new Financial Indebtedness shall be included, pro forma, for the entire Relevant Period.
Calculation Adjustments. For any testing period ending less than four Fiscal Quarters after the Closing Date:
(i) “Consolidated Net Cash Interest Expense” shall be annualized for the period from the Closing Date to the relevant testing date, by multiplying Consolidated Net Cash Interest Expense by A/ B, where A=365 and B equals the number of days elapsed since (and including) the Closing Date;
Calculation Adjustments. For the purpose of determining compliance with the financial covenants in clause 19.11(a) (Leverage) and 19.11(b) (Net interest cover) if the Group acquires a company or companies (having obtained any necessary consent under this agreement to do so), until the first Testing Date which falls more than 12 months after the relevant company or companies became Subsidiaries of the Parent, the results of such company or companies will be deemed included with those of the rest of the Group for the full duration of the relevant Testing Period as if such company or companies had become a Group Company at the commencement of the Testing Period. Any necessary aggregation of their results will be confirmed by the Auditors and will not include any synergy benefits expected (save as provided in the definition of Permitted Acquisition in clause 1.1 (Definitions)) to be achieved as a result of the acquisition of such company or companies.
Calculation Adjustments. EBITDA for the Incurrence Test, the Distribution Test and the Maintenance Test shall be calculated as set out below. The figures for EBITDA for the Reference Period ending on the relevant test date shall be used but adjusted so that:
(a) entities acquired by the Group during the Reference Period, or after the end of the Reference Period but before the relevant testing date, shall be included, pro forma, for the entire Reference Period; and
Calculation Adjustments. If the Group acquires a company or companies, until the first Testing Date which falls more than 12 months after the relevant company or companies became Subsidiaries of ▇▇▇▇▇▇▇ S.A.S., the results of such company or companies will be deemed included with those of the rest of the Group for the full duration of the relevant Testing Period as if such company or companies had become a Group company at the commencement of the Testing Period. Any necessary aggregation of their results will be confirmed by the Chief Executive Officer or the Chief Financial Officer of Holdco and will not include any synergy benefits expected to be achieved as a result of the acquisition of such company or companies.
Calculation Adjustments. If a member of the Group acquires, or disposes of, any company, for each Relevant Period which ends less than 12 months after that company became, or ceased to be, a member of the Group, for the purpose of calculating EBITDA in respect of Total Leverage the results of that company will be deemed included with (in the case of an acquisition) or excluded from (in the case of a disposal) those of the rest of the Group for the full duration of the Relevant Period as if that company had become, or ceased to be, a Group Company at the start of the Relevant Period.