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Maximum Leverage Ratio , on a consolidated basis, shall not, as of the end of any fiscal quarter, permit its consolidated ratio of # total Indebtedness as of such date to # the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage Ratio as of the last day of such fiscal quarter shall not exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday, prior to the exercise by of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.

Maximum Leverage Ratio. Permit the Leverage Ratio , on a consolidated basis, shall not, as of the endlast day of any full fiscal quarter, permit its consolidated ratioquarter of # total Indebtedness as of such date to # the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage Ratio as of the last day of such fiscal quarter shall not exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday,that following the consummation of an acquisition for which the aggregate amount of Indebtedness incurred and assumed by and its Subsidiaries in connection therewith is at least $750,000,000, upon written notice of such election from to the Agent on or prior to the exercise by date that is 60 days after the consummation of any subsequent Covenant Holiday,such material acquisition, such ratio will be # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.00 for the first two fiscal quarters ended immediately after the consummation of such material acquisition and # 3.25 to 1.00 for the immediately subsequent two quarters, with such ratio stepping back down to 3.00 to 1.00 thereafter (it being understood such step-up may occur multiple times over the life of this Agreement, provided that this Leverage Ratio covenant steps down to 3.00 to 1.00 and is tested at least twice prior to any subsequent step up).

Maximum Net Leverage RatioRatio. [[Borrower:Company:Organization]], on a consolidated basis, shall not, will not permit the ratio, determined as of the end of any fiscal quarter, permiteach of its consolidated ratioFiscal Quarters, of # total Indebtedness as of such date to # the sum ofNet Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage RatioDebt as of the last day of such fiscal quarter shall notFiscal Quarter to # Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter to exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday, prior to the exercise by of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.

Maximum Net Leverage RatioRatio. [[Borrower:Company:Organization]], on a consolidated basis, shall not, will not permit the ratio, determined as of the end of any fiscal quarter, permiteach of its consolidated ratioFiscal Quarters, of # total Indebtedness as of such date to # the sum ofNet Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage RatioDebt as of the last day of such fiscal quarter shall notFiscal Quarter to # Consolidated EBITDA for the period of four (4) consecutive Fiscal Quarters ending with the end of such Fiscal Quarter to exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday, prior to the exercise by of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.

MaximumSection # Consolidated Total Net Leverage Ratio , on a consolidated basis, shall not,Ratio. The Borrower will maintain, as of the end of any fiscal quarter, permit its consolidated ratio of # total Indebtedness as of such date to #each Fiscal Quarter, commencing with the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quartersFiscal Quarter ending on such date to be moreJune 30, 2021, a Consolidated Total Net Leverage Ratio of not greater than 3.50 to 75:1.00; provided, however, afterprovided that for any Fiscal Quarter during which a Loan Party has consummated a Permitted Acquisition or Future Approved Entity Investment permitted hereunder in which the occurrence of anyInvestment Consideration payable in connection with such Permitted Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess ofFuture Approved Entity Investment was greater than $75,000,000 (the “Triggering Acquisition(a “Trigger Quarter), at the option of ,Consolidated Total Net Leverage Ratio for each ofsuch Trigger Quarter and the four consecutive fiscal quarters ending after such option exercisenext succeeding three Fiscal Quarters shall be increased by 0.25:1.00 to 4.00:1.00 (a “Covenant Holiday”),. For the avoidance of doubt, the Consolidated Total Net Leverage Ratio shall revert to 3.75:1.00 commencing with the fourth Fiscal Quarter ending after any such initial Trigger Quarter. After the completion of any Covenant Holiday, no subsequent new Trigger Quarter shall be permitted to occur for purposes of this Section 6.1 unless and until the Borrower shall demonstrate compliance with the Consolidated Total Net Leverage Ratio (absent any Covenant Holiday) as of the last dayend of such fiscal quarter shall not exceed 4.00 to 1.00; provided further, however,at least one Fiscal Quarter after any such Covenant Holiday, prior to the exercise by of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.Holiday’s completion.

MaximumSection # Financial Covenants. The Borrower shall not permit the Total Leverage Ratio ,Ratio, as determined on a consolidated basis, shall not, as of the end of any fiscal quarter, permit its consolidated ratio of # total Indebtedness as of such date to # the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage Ratio as of the last day of sucheach fiscal quarter shall not exceedquarter, to be greater than 4.00 to 1.00; provided further, however, after any Covenant Holiday,provided, that the Borrower may, upon written notice to the Administrative Agent on or prior to the exercise by consummation of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effectPermitted Acquisition for which the fiscal quarter immediately prior toTotal Consideration exceeds $150,000,000, increase the applicable Triggering Acquisition, and # themaximum Total Leverage Ratio to 4.50 to 1.00 for the four fiscal quarters immediately following such Permitted Acquisition (the “Acquisition Holiday”). The foregoing notwithstanding, any temporary increase set forth above shall not be available for the two (2) consecutive fiscal quarters ending immediately prior toafter the applicable Triggeringend of the Acquisition shall not be higher than 3.50 to 1.00.Holiday.

Maximum Leverage Ratio ,Ratio. Borrowers shall not permit the Leverage Ratio, tested quarterly based on a consolidated basis, shall not,Borrowers' internal financial statements, to be 3.50 to 1.00 or more, commencing as of the end of any fiscal quarter, permit its consolidated ratio of # total Indebtedness as of such date to # the sum of Consolidated EBIT plus depreciation and amortization expense (the “Leverage Ratio”) for the period of four prior fiscal quarters ending on such date to be more than 3.50 to 1.00; provided, however, after the occurrence of any Acquisition (or series of related transactions for the purpose of or resulting in such Acquisition) with aggregate consideration in excess of $75,000,000 (the “Triggering Acquisition”), at the option of , for each of the four consecutive fiscal quarters ending after such option exercise (a “Covenant Holiday”), the Leverage Ratio as of the last day of such fiscal quarter shall not exceed 4.00 to 1.00; provided further, however, after any Covenant Holiday, prior to the exercise by of any subsequent Covenant Holiday, # there shall not have been a Covenant Holiday in effect for the fiscal quarter immediately prior to the applicable Triggering Acquisition, and # the Leverage Ratio for the four consecutive fiscal quarters ending immediately prior to the applicable Triggering Acquisition shall not be higher than 3.50 to 1.00.December 31, 2023.

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