to each of the financial statements and/or each Compliance
Certificate delivered pursuant to Clause 23.2 (Compliance Certificate).
24.4
ADJUSTMENTS
For the purpose of calculating the ratios under Clause 24.2 (Financial
Condition) in relation to any Relevant Period, each of the relevant figures will
be calculated on a pro forma basis including each acquisition permitted under
sub-paragraph (b)(ii) or (b)(v) of
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Clause 25.7 (Acquisitions) and each disposal of assets of the Group as if that
acquisition or disposal had occurred on the first day of the Relevant Period.
24.5
FIRST PERIOD
In relation to any Relevant Period before January 2008, for the purpose of
calculating:
(A)
CASH INTEREST COST AND CONSOLIDATED NET
FINANCE CHARGES, THE RELEVANT FIGURE FOR THE PERIOD FROM 1 JANUARY 2007 TO THE
RELEVANT CALCULATION DATE SHALL BE ANNUALISED BY DIVIDING THE RELEVANT FIGURE BY
THE NUMBER OF MONTHS IN THE PERIOD FROM 1 JANUARY 2007 TO THE RELEVANT
CALCULATION DATE AND MULTIPLYING THE RESULT BY 12.
(B)
CONSOLIDATED ADJUSTED EBITDA, THE PRO
FORMA CONSOLIDATED ADJUSTED EBITDA OF THE COMPONENT PARTS OF THE GROUP SHALL BE
CALCULATED FOR THE RELEVANT PERIOD.
25.
GENERAL UNDERTAKINGS
The undertakings in this Clause 25 remain in force from the date of this
Agreement for so long as any amount is outstanding under the Finance Documents
or any Commitment is in force.
25.1
AUTHORISATIONS
Each Party (other than a Finance Party) shall promptly:
(A)
OBTAIN, COMPLY WITH AND DO ALL THAT IS
NECESSARY TO MAINTAIN IN FULL FORCE AND EFFECT; AND
(B)
SUPPLY, UPON REQUEST OF THE FACILITY
AGENT, CERTIFIED COPIES TO THE FACILITY AGENT OF,
any Authorisation required under any law or regulation of a Relevant
Jurisdiction to:
(I)
ENABLE IT TO PERFORM ITS OBLIGATIONS UNDER THE
FINANCE DOCUMENTS; AND
(II)
ENSURE THE LEGALITY, VALIDITY, ENFORCEABILITY OR
ADMISSIBILITY IN EVIDENCE OF ANY FINANCE DOCUMENT,
where failure to do so is likely to have a Material Adverse Effect.
25.2
COMPLIANCE WITH LAWS
Each Obligor shall (and the Company shall ensure that each member of the Group
shall) comply in all respects with all laws to which it is subject, if failure
so to comply is likely to have a Material Adverse Effect.
25.3
ENVIRONMENTAL COMPLIANCE
Each Obligor shall (and the Company shall ensure that each member of the Group
shall):
(A)
COMPLY IN ALL MATERIAL RESPECTS WITH
ALL ENVIRONMENTAL LAW;
(B)
OBTAIN AND MAINTAIN AND ENSURE
COMPLIANCE WITH ANY ENVIRONMENTAL PERMITS; AND
90
(C)
TAKE ALL REASONABLE STEPS IN
ANTICIPATION OF KNOWN OR EXPECTED FUTURE CHANGES TO OR OBLIGATIONS UNDER
ENVIRONMENTAL LAW OR ENVIRONMENTAL PERMITS,
where failure to do so is likely to have a Material Adverse Effect.
25.4
TAXATION
Each Obligor shall (and the Company shall ensure that each member of the Group
shall) duly and punctually pay and discharge all Taxes imposed upon it or its
assets within the time period allowed without incurring penalties unless and
only to the extent that:
(A)
SUCH PAYMENT IS BEING CONTESTED IN GOOD
FAITH;
(B)
APPROPRIATE RESERVES ARE BEING
MAINTAINED FOR