Common use of Limited Condition Transaction Clause in Contracts

Limited Condition Transaction. When calculating compliance with: (a) Adjusted Leverage pursuant to Clause 25.2 (Financial condition) ; and/or (b) determining whether an Event of Default is continuing or would result, for the purposes (in each case) paragraph (a)(i) of Clause 8.6 (Conditions to establishment) and/or paragraph (f) of the definition of Permitted Acquisition and the permission to consummate any Limited Condition Transaction only, the date of determination of whether such Limited Condition Transaction is so permitted under this Agreement (or whether such Event of Default has occurred and is continuing for those purposes only) shall be deemed to be (at the option of the Company) the date the relevant member of the Group enters into a legally binding definitive agreement in respect of such a Permitted Acquisition and/or the date the Company delivers an Incremental Facility Notice to the Agent (by reference to the facts and circumstances at the time the member of the Group becomes so committed or delivers such notice)) (the “Test Date”) and, in each case, if after giving pro forma effect to the Limited Condition Transaction and taking into account Permitted Synergies in the manner permitted by the Agreement, the Company would have been permitted to take such actions or consummate such transactions on the relevant Test Date, the requirement for the purposes of such Limited Condition Transaction that (1) no Event of Default is continuing or would result in connection with the relevant acquisition for the purposes of paragraph (f) of the definition of Permitted Acquisition and (2) that the Company is in compliance with Adjusted Leverage pursuant to Clause 25.2 (Financial condition) at the time such Limited Condition Transaction is consummated shall be deemed to have been complied with (or satisfied) for the purposes of consummating such Limited Condition Transaction only.

Limited Condition Transaction. When calculating compliance with: In the case of the incurrence or assumption of any indebtedness or liens or the making of any investments, restricted payments or fundamental changes, the repayment of any indebtedness for which an irrevocable notice of prepayment or redemption is required or the designation of any restricted subsidiaries or unrestricted subsidiaries, in each case, in connection with a permitted acquisition or similar permitted investment the consummation of which is not conditioned on the availability of, or obtaining, third party financing (a “Limited Condition Transaction”), at the Company’s option, the relevant ratios and baskets shall be determined as of the date either (a) Adjusted Leverage pursuant to Clause 25.2 the definitive acquisition agreements for such Limited Condition Transaction are entered into or prepayment or redemption notices are made, as applicable (Financial condition) ; and/or and not at the time of consummation of such Limited Condition Transaction), or (b) determining whether solely in connection with an Event acquisition to which the United Kingdom City Code on Takeovers and Mergers applies (or similar law or practice in other jurisdictions), the date on which a “Rule 2.7 announcement” of Default is continuing a firm intention to make an offer or would resultsimilar announcement or determination in another jurisdiction subject to laws similar to the United Kingdom City Code on Takeovers and Mergers (a “Public Offer”) in respect of a target of a Limited Condition Transaction and, for the purposes (in each case) paragraph (a)(i) of Clause 8.6 (Conditions to establishment) and/or paragraph (f) of , calculated as if the definition of Permitted Acquisition and the permission to consummate any Limited Condition Transaction onlyand other pro forma events in connection therewith were consummated on such date; provided, that if the date Company has made such an election, in connection with determining whether the calculation of determination any ratio or basket with respect to the incurrence of whether any debt or liens, or the making of any investments, restricted payments, prepayments of subordinated debt, asset sales, fundamental changes or the designation of a restricted subsidiary or unrestricted subsidiary, in each case, in connection with such Limited Condition Transaction is so permitted under this Agreement on or following such date and prior to the earlier of the date on which such Limited Condition Transaction is consummated or the definitive agreement or notice for, or, as applicable, the Public Offer for, such acquisition is terminated or expires without the consummation of such acquisition, any such ratio or basket shall be calculated on a pro forma basis assuming such Limited Condition Transaction and other pro forma events in connection therewith (including any incurrence of indebtedness) have been consummated as if they occurred at the beginning of the applicable test period. For the avoidance of doubt, if any of such ratios are exceeded as a result of fluctuations in such ratio including due to fluctuations in Consolidated EBITDA of the Company or whether the person subject to such Event acquisition or investment, at or prior to the consummation of Default has occurred and is continuing for those purposes only) shall the relevant transaction or action, such ratios will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the relevant transaction or action is permitted to be consummated or taken; provided, that if such ratios improve as a result of such fluctuations, such improved ratios may be utilized. In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of determining compliance with any provision (other than conditions to borrowing under the Revolving Facility) which requires that no default, event of default or specified event of default, as applicable, has occurred, is continuing or would result from any such action, as applicable, such condition shall, at the option of the Company) , be deemed satisfied, so long as no default, event of default or specified event of default, as applicable, exists on the date the relevant member of the Group enters into a legally binding definitive agreement in respect of such a Permitted Acquisition and/or the date the Company delivers an Incremental Facility Notice to the Agent (by reference to the facts and circumstances at the time the member of the Group becomes so committed or delivers such notice)) (the “Test Date”) and, in each case, if after giving pro forma effect to the Limited Condition Transaction and taking into account Permitted Synergies in the manner permitted by the Agreement, the Company would have been permitted to take such actions or consummate such transactions on the relevant Test Date, the requirement agreements for the purposes of such Limited Condition Transaction that (1) no Event of Default is continuing are entered into or would result in connection with the relevant acquisition for the purposes of paragraph (f) of the definition of Permitted Acquisition and (2) that the Company is in compliance with Adjusted Leverage pursuant to Clause 25.2 (Financial condition) at the time such Limited Condition Transaction is consummated shall be deemed to have been complied with (or satisfied) for the purposes of consummating such Limited Condition Transaction onlyapplicable notices are made, as applicable.