Pro Forma Basis

Pro Forma Basis. With respect to any transaction, that such transaction shall be deemed to have occurred as of the first day of the relevant twelve-month period

Pro Forma Basis. Where a calculation is required to be made on a pro forma basis, the historical income statement items and pro forma adjustments resulting from (x) the dispositions and repayments or incurrence of debt and (y) in the Borrower's sole discretion, the investments, acquisitions, mergers, amalgamations, consolidations and operational changes, in each case which occurred during the Test Period or subsequent to such Test Period and on or prior to or simultaneously with the event for which the... calculation is made, and to the extent projected in good faith and in a factually supportable manner by a responsible financial or accounting officer of the Borrower to be realized no later than 18 months after the consummation of any such transaction, the cost savings, operating expense reductions or cost or other synergies relating to any such transaction, shall be included; provided that to the extent so included, any such transaction (and the change in Adjusted Consolidated EBITDA resulting therefrom) shall be assumed to have occurred on the first day of the Test Period for purposes of such calculation. Whenever pro forma effect is given to a transaction, the pro forma calculations shall be made in good faith and in a factually supportable manner by a responsible financial or accounting officer of the Borrower; provided, that no such amounts shall be included pursuant to this paragraph to the extent duplicative of any amounts that are otherwise added back in computing Adjusted Consolidated EBITDA with respect to such period. View More

Pro Forma Basis. N/A

Pro Forma Basis. The definition of the term "Pro-Forma Basis" in the Credit Agreement is amended to add the following as the next-to-last sentence: "Amounts added back in making the determination of EBITDA set forth in this definition pursuant to clause (a)(xi) of the definition of EBITDA shall not exceed $25.0 million in the aggregate for all periods (or portions thereof) commencing on and after the BK Merger Effective Date."