Pro Forma Basis

Pro Forma Basis. Means, with respect to the calculation of a Financial Performance Covenant in connection with (a) a Permitted Acquisition, (b) an Additional Physician Affiliation or (c) any issuance, incurrence or assumption of Indebtedness, that such calculation shall give pro forma effect to such Permitted Acquisition or Additional Physician Affiliation, or issuance, incurrence or assumption of Indebtedness, and all other Permitted Acquisitions and Additional Physician Affiliations and issuances, incurrences... or assumptions of debt and all Material Dispositions that have occurred since the beginning of the four consecutive fiscal quarters period for which such calculation is being made as if it occurred on the first day of such four consecutive fiscal quarter period (including cost savings to the extent such cost savings would be permitted to be reflected in pro forma financial information complying with the requirements of GAAP and Article XI of Regulation S-X under the Securities Act of 1933, as amended, as interpreted by the Staff of the SEC, and as certified by a Financial Officer). View More

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."