Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 4 contracts
Samples: Day Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2016 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2016 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 3 contracts
Samples: Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp), Day Credit Agreement (American Honda Finance Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2013 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 3 contracts
Samples: Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp), Credit Agreement (American Honda Finance Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 2 contracts
Samples: Credit Agreement (Cornell Corrections Inc), Credit Agreement (Cornell Corrections Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2010 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2010 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 2 contracts
Samples: Administration Agreement (American Honda Finance Corp), Transfer Supplement (American Honda Finance Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted Agreement Accounting Principals or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)SECTION 4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.4SECTION 3.2 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted Agreement Accounting Principles or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) SECTION 4.1 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)SECTION 4.1 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (bSECTION 3.2 hereof) below, unless (i) the Borrower State Auto Mutual shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders (through the Agent) shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)SECTION 4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.4SECTION 3.2 hereof).
Appears in 2 contracts
Samples: Put Agreement (State Auto Financial Corp), Put Agreement (State Auto Financial Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 2 contracts
Samples: Day Credit Agreement (Washington Mutual Inc), Credit Agreement (Washington Mutual Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 22, 1997 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those that used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 hereof unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).. Credit Agreement ----------------
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).. Credit Agreement ----------------
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected Company objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Banks or (ii) the Required Majority Banks shall so object to the Company (through the Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lender hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lender in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lender hereunder after the date hereof (whichsubject, prior to in the delivery case of the first quarterly financial statements under Section 9.1(a)furnished hereunder, shall mean to normal year-end audit adjustments and the audited financial statements as at March 31, 2019 as referred to in Section 8.4absence of footnotes). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lender pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 8.01 unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lender shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March 31June 30, 2019 as 2006 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March 31June 30, 2019 as 2006 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1991 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 7.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Banks of its objection thereto at the time of delivery of such any financial statements pursuant to Section 8.01 hereof or (iiy) the Required Majority Banks shall so object in writing notify the Company (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles or statutory accounting practices, as the case may be, on a basis Credit Agreement consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1991 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Enhance Financial Services Group Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 22, 2019 as 1997, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 22, 1997 referred to in Section 8.47.02 hereof).. CREDIT AGREEMENT
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1997 referred to in Section 8.48.02(a)(ii) hereof except for immaterial variations thereto). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a)(ii) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated CREDIT AGREEMENT financial statements of the Guarantor as at December 31, 1997 referred to in Section 8.48.02(a)(ii) hereof). Notwithstanding the foregoing, all financial statements delivered to the Lenders hereunder shall be prepared utilizing the last-in-first-out basis of inventory valuation but all calculations made for the purpose of determining compliance with this Agreement shall be prepared utilizing the first-in-first-out basis of inventory valuation.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (and, unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below, all financial statements and certificates and reports as to financial matters required to be prepared delivered to the Banks hereunder shall be prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder after the Restatement Date (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vii) and 8.11 hereof shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02(a) hereof).
Appears in 1 contract
Samples: Credit Agreement (Newell Co)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.03(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 2014, referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2014, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). (b) The Borrower shall deliver to the Banks at the same time as the delivery of any of its annual or quarterly financial statements under Section 8.01 hereof (i) a description in reasonable detail of any material variation between the application of accounting principles employed in the preparation of such statement and the application of accounting principles employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of Section 1.03(a) hereof and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. 1.04.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.03(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 2013, referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2013, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).financial
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected Company objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Banks or (ii) the Required Majority Banks shall so object to the Company (through the Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, Credit Agreement shall mean the audited financial statements as at December 31, 1994 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Bowater Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.43.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 4.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b3.02 hereof) below, unless (i) the Borrower Guarantor shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)4.01 hereof, shall mean the audited financial statements as referred to in Section 8.43.02 hereof).
Appears in 1 contract
Samples: Senior Guaranteed Credit Agreement (Iridium Facilities Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2011 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2011 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 7.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Banks of its objection thereto at the time of delivery of such any financial statements pursuant to Section 8.01 hereof or (iiy) the Required Majority Banks shall so object in writing notify the Company (through the Credit Agreement ---------------- Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles or statutory accounting practices, as the case may be, on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1995 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Capital Re Corp)
Accounting Terms and Determinations. (a) a. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and Bank, the Collateral Agent or the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and Bank, the Banks Collateral Agent or the Banks, as the case may be, in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles GAAP (other than, in the case of interim financial statements, the absence of normally recurring year-end adjustments and notes) applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Bank, the Collateral Agent or the Banks, as the case may be, hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)5.1, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.43.1(n)). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those that used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Bank pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 5.1 unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 within thirty (30) days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.1, shall mean the audited financial statements as referred to in Section 8.43.1(n)).
Appears in 1 contract
Samples: Construction and Term Loan Agreement (NRG Generating U S Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2004 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2004 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a).). Credit Agreement
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2002 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2002 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the any Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof). Notwithstanding the foregoing, the accounting terms βRisk-Adjusted Assetsβ, βTier 1 Capitalβ, βTotal Assetsβ and βTotal Capitalβ defined in Section 1.01 hereof shall be interpreted by reference to the statutes or regulations referred to in said definitions, as such statutes or regulations are amended, modified, supplemented or replaced and in effect from time to time.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2021 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (whichor, prior to if no such financial statements have yet been delivered under Section 9.01 hereof, with those used in the delivery preparation of the first relevant financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first if no such financial statements have yet been delivered under Section 9.1(a)9.01 hereof, with those used in the preparation of the audited relevant financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited relevant financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Applied Business Telecommunications)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March 31, 2019 as 2009 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March 31, 2019 as 2009 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi) and 8.10 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those Credit Agreement ---------------- used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) ). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi) , 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, ) unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 , shall mean the audited financial statements as referred to in Section 8.47.02(a) ).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the any Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).. Notwithstanding the foregoing, the accounting terms "
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted Agreement Accounting Principals or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.43.2 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted Agreement Accounting Principles or with statutory accounting principles practices applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 4.1 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)4.1 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 2000 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b3.2 hereof) below, unless (i) the Borrower State Auto Mutual shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders (through the Agent) shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)4.1 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.43.2 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of United States generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 7.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Banks of its objection thereto at the time of delivery of such any financial statements pursuant to Section 8.01 hereof or (iiy) the Required Majority Banks shall so object in writing notify the Company (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles or statutory accounting practices, as the case may be, on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1997 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Enhance Financial Services Group Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) Lenders hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March 31of January 29, 2019 as 2000, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 8.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Lenders of its objection thereto at the time of delivery of such any financial statements pursuant to Section 9.01 hereof or (iiy) the Required Banks Majority Lenders shall so object in writing notify the Company (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at January 29, 2000, referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1993 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or monthly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1993 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1994 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected Company objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Banks or (ii) the Required Majority Banks shall so object to the Company (through the Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).under
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided hereinin this Agreement, all accounting terms used herein in this Agreement shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks under this Agreement shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks under this Agreement (which, prior to the delivery of the first financial statements under Section 9.1(a)9.1, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.48.5). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided hereinin this Agreement) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.1 (or, prior to the delivery of the first financial statements under Section 9.1(a)9.1, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.5) below, unless (i) the Borrower Apria shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.1, shall mean the audited financial statements as referred to in Section 8.48.5); provided that if such resolution results in burdensome duplication in Apria's preparation of the financial reports necessary to make such calculations, Apria and the Administrative and Collateral Agent, with the consent of the Required Banks, shall use reasonable efforts to reach a 20 27 method for determining such compliance that would eliminate or reduce such burdensome duplication.
Appears in 1 contract
Accounting Terms and Determinations. (a) a. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.02(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting principles, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting principles, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under said Section 9.1(a)8.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Bank hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Bank in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to Bank hereunder after the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)date hereof. All calculations made for the purposes of determining compliance with this Agreement the terms of the provisions incorporated by reference in Section 4.07 hereof shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Bank pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 4.01 hereof unless (i) the Borrower Guarantor shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Bank shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)4.01 hereof, shall mean the audited financial statements as referred to in Section 8.43.02 hereof).
Appears in 1 contract
Samples: Debt Service Guaranty Agreement (Fairfield Inn by Marriott LTD Partnership)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 28, 2019 as 1998 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 28, 2019 as 1998, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 28, 1998 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)6.6 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.44.3 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the such latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.6 hereof, shall mean the audited financial statements as referred to in Section 8.44.3 hereof).
Appears in 1 contract
Samples: Credit Agreement (Alumax Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2014 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) A. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks or Note Holders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks or Note Holders in writing at the time of delivery thereof in the manner described in subsection (b)clause B below) be prepared prepared, in accordance with generally accepted accounting principles GAAP (other than, in the case of interim financial statements, the absence of normally recurring year-end adjustments and notes) applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Note Holders hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)subsection 6.1, shall mean means the audited financial statements as at March 31, 2019 as referred to in Section 8.4subsection 4.1T). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those that used in the preparation of the latest financial statements of Issuer furnished to the Administrative Agent and the Banks Note Holders pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, 6.1A or 6.1B unless (i) the Borrower Issuer shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Holders shall so object in writing 30 within thirty (30) days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)subsection 6.1, shall mean means the audited financial statements as referred to in Section 8.4subsection 4.1T).
Appears in 1 contract
Samples: Note Purchase Agreement (Nevada Geothermal Power Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a).). Credit Agreement
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those Amended and Restated Credit Agreement used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided hereinin this Agreement, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)Section 8.01(b) and Section 8.01(c) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March May 31, 2019 as 2001 referred to in Section 8.47.01 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March May 31, 2019 as 2001 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.01 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing 30 within thirty (30) days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at May 31, 2001 referred to in Section 8.47.01 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the any Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.4).Credit Agreement
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a Credit Agreement consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2003 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2016 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount. The Company shall deliver to the Lenders at the same time as the delivery of any annual or quarterly financial statement under Section 6.01 (i) a description in reasonable detail of any material variation between the application of accounting principles or practices employed in the preparation of such statement and the application of accounting principles or practices employed in the preparation of the next preceding annual or quarterly financial statements as to which no objection has been made in accordance with the last sentence of subsection (a) above and (ii) reasonable estimates of the difference between such statements arising as a consequence thereof. Notwithstanding anything to the contrary herein, the Company and the Lenders agree that, if after the Closing Date, changes to GAAP become effective so as to require the reduction of the carrying amount of goodwill upon impairment (including, without limitation, as a result of the establishment of a benchmark), disposition of assets, discontinuance of operations or other similar events, then, for purposes of calculating compliance with the covenants set forth in Section 7.09, each such reduction shall be treated as an extraordinary non-cash item and shall be disregarded. The Company will not change the last day of its Fiscal Year from December 31 of each year, or the last days of the first three Fiscal Quarters in each of its Fiscal Years from March 31, June 30 and September 30 of each year, respectively. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (i) any election under Accounting Standards Codification 000-00-00 (previously referred to as Statement of Financial Accounting Standards 159) (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at βfair valueβ as defined therein, (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof or (iii) any changes since the Closing Date to the current GAAP accounting model for leases of the type described in the FASB and IASB joint exposure draft published on May 16, 2013 entitled βLeases (Topic 842)β or otherwise arising out of the FASB project on lease accounting described in such exposure draft. The Senior Secured Leverage Ratio and the Total Leverage Ratio shall be calculated on a Pro Forma Basis as set forth in such definitions.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2012 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the Closing Date) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2012 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall Credit Agreement not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all All accounting terms used herein shall be interpreted, and and, unless otherwise disclosed to the Lenders in writing at the time of delivery thereof in the manner described in subsection (b) below, all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder after the date hereof (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a)). All calculations made for the purposes of determining compliance with this Agreement shall (the terms of Sections 8.07(a)(vi), 8.10 and 8.11 shall, except as otherwise expressly provided herein) , be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01, shall mean the audited financial statements as referred to in Section 8.47.02(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1995 referred to in Section 8.43.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 4.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)4.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b3.02 hereof) below, unless (i) the Borrower State Auto Mutual shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders (through the Administrative Agent) shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)4.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.43.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and or the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and or the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent or the Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and or the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1995 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Iridium World Communications LTD)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those that used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of Credit Agreement generally accepted accounting principles applied on a basis consistent with those that used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Borrower as at March of December 31, 2019 as referred to in Section 8.42005). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Borrower as at March December 31, 2019 as 2005 and the unaudited consolidated financial statements for the three months ended September 30, 2006 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Administrative Agent or (ii) the Required Majority Banks shall so object to the Borrower (through the Administrative Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with 24 those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1995 referred to in Section 8.48.02(a)(ii) hereof except for immaterial variations thereto). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a)(ii) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at December 31, 1995 referred to in Section 8.48.02(a)(ii) hereof). Notwithstanding the foregoing, all financial statements delivered to the Lenders hereunder shall be prepared utilizing the last-in-first-out basis of inventory valuation but all calculations made for the purpose of determining compliance with this Agreement shall be prepared utilizing the first-in-first-out basis of inventory valuation.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02(a)(i) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02(a)(i) hereof).
Appears in 1 contract
Samples: Credit Agreement (Eller Media Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement Sections 9.10 through 9.13 hereof shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited consolidated financial statements of the Guarantor as at March December 31, 2019 as 1999 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02(a)(ii) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited consolidated financial statements of the Guarantor as at December 31, 1999 referred to in Section 8.48.02(a)(ii) hereof). Notwithstanding the foregoing, all financial statements delivered to the Lenders hereunder shall be prepared utilizing the last-in-first-out basis of inventory valuation but all calculations made for the purpose of determining compliance with this Agreement shall be prepared utilizing the first-in-first-out basis of inventory valuation.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2000 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2000 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1994 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1994 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Fidelity National Financial Inc /De/)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles in the US in the case of the Original Obligors and, in the case of any other Obligor, in the country of incorporation of such Obligor, in each case applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)Clause 0 or 0 of Clause 0 (Financial Statements) hereof, shall mean the audited and unaudited financial statements as at March December 31, 2019 as 1999 referred to in Section 8.4Clause 0 (Financial Condition) hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the US (or, if in relation to an Obligor incorporated in a jurisdiction other than the US, generally accepted accounting principals in the jurisdiction of incorporation of such Obligor) applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a0 (Financial Statements) hereof (or, prior to the delivery of the first financial statements under Section 9.1(aClause 0 or 0 of Clause 0 (Financial Statements), used in the preparation of the audited and unaudited financial statements as at March December 31, 2019 as 1999 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection Clause 0 (bFinancial Condition) below, hereof) unless (i) the Borrower any Obligor shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks an Instructing Group shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(aClause 0 or 0 of Clause 0 (Financial Statements), shall mean the audited financial statements as referred to in Section 8.4Clause 0 (Financial Condition).). Notwithstanding the foregoing, the accounting terms "
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with (in the case of the Company and its Credit Agreement ---------------- Subsidiaries on a consolidated basis) generally accepted accounting principles or (in the case of certain of the Insurance Companies) statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of (in the case of the Company and its Subsidiaries on a consolidated basis) generally accepted accounting principles or (in the case of certain of the Insurance Companies) statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest corresponding financial statements furnished to the Administrative Agent Banks hereunder after the Restatement Date (whichor, prior to until such financial statements are furnished, consistent with those used in the delivery preparation of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.47.02(a) hereof). All calculations made for the purposes of determining compliance with the provisions of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest corresponding annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first until such financial statements under Section 9.1(a)are furnished, consistent with those used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02(a) below, hereof) unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, Credit Agreement ---------------- shall mean the audited financial statements as referred to in Section 8.47.02(a) hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 2013 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) SAP, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the Effective Date) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2013 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a)). Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at βfair valueβ, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March 31February 22, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first fist financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March 31February 22, 2019 as 1997, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at February 22, 1997 referred to in Section 8.47.02 hereof).. Credit Agreement 25
Appears in 1 contract
Samples: Credit Agreement (Be Aerospace Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Bank Parties hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4)7.2 hereof or, if financial statements have theretofore been furnished to the Banks under Section 8.8(a) or (b) hereof, the latest such financial statements. All calculations made for the purposes of determining compliance with the terms of this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 as referred to in Section 8.4)7.2 hereof or, unless, in the event that such if financial statements are accompanied by a variation description referred have theretofore been furnished to in subsection the Bank under Section 8.8(a) or (b) belowhereof, the latest such financial statements, unless (i) the Borrower Company shall have objected in writing to determining such compliance on such basis at the time of delivery of such financial statements furnished to the Banks pursuant to Section 8.8(a) or (b) hereof or (ii) the Required Majority Banks shall so object have objected in writing to so determining such compliance within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.8(a) or (b) hereof, shall mean the audited annual financial statements as referred to in Section 8.47.2 hereof).
Appears in 1 contract
Samples: Credit Agreement (Crown Central Petroleum Corp /Md/)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)6.01, shall mean the audited financial statements as at March December 31, 2019 as 2010 referred to in Section 8.44.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles (in the case of the Company and its Subsidiaries on a consolidated basis) GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 6.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)6.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 2010 referred to in Section 8.44.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)6.01, shall mean the audited financial statements as referred to in Section 8.44.04(a)). In addition, where applicable, any amount (including, without limitation, minimum borrowing, prepayment or repayment amounts) expressed in Dollars shall, when referring to any currency other than Dollars or to one or more currencies, be deemed to mean an amount of such currency or currencies having a Dollar Equivalent approximately equal to such amount.
Appears in 1 contract
Samples: Credit Agreement (Corelogic, Inc.)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, shall mean the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.43.04(a)). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted (in the case of the Borrower and its Subsidiaries on a consolidated basis) GAAP or (in the case of certain of the Insurance Companies) statutory accounting principles practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 5.01 (or, prior to the delivery of the first financial statements (after the date hereof) under Section 9.1(a)5.01, used in the preparation of the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.43.04(a), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)5.01, shall mean the audited financial statements as referred to in Section 8.43.04(a).). Credit Agreement ----------------
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles GAAP applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower shall have objected Company objects to the Banks in writing to determining such compliance on such basis at the time of delivery of such financial statements to the Banks or (ii) the Required Combined Majority Banks shall so object to the Company (through the U.S. Agent or the Canadian Agent) in writing to so determining such compliance within 30 days after such delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Samples: Credit Agreement (Forest Oil Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection subSection (b)) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 2012 as referred to in Section 8.4). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) (or, prior to the delivery of the first financial statements under Section 9.1(a), used in the preparation of the audited financial statements as at March 31, 2019 2012 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection subSection (b) below, (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks shall so object in writing 30 days after delivery of such financial statements and variation description, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a), shall mean the audited financial statements as referred to in Section 8.4).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks in writing at the time of delivery thereof in the manner described in subsection (b)Section 1.02(b) hereof) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Banks hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Majority Banks shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) 1. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited pro forma financial statements as at March 31, 2019 as referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited pro forma financial statements as at March 31, 2019 as referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1996 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles or statutory accounting practices, as the case may be, applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited audited, or annual statutory, financial statements as at March December 31, 2019 as 1996 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited audited, or annual statutory, financial statements as referred to in Section 8.47.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and or the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and or the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent or the Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and or the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1997 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01 hereof, shall mean the audited financial statements as at December 31, 1997 referred to in Section 8.47.02 hereof).
Appears in 1 contract
Samples: Senior Guaranteed Credit Agreement (Iridium Facilities Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, (i) all accounting terms used herein shall be interpreted, and (ii) all financial statements and all certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent and (which, prior to the delivery of the first financial statements under Section 9.1(a), shall mean the audited financial statements as at March 31, 2019 as referred to in Section 8.4). All iii) all calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made in accordance with or by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest most recent financial statements furnished to the Administrative Agent and the Banks pursuant to Section 9.1(a) Lenders hereunder (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March 31of February 1, 2019 as 1997, referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection 8.02 hereof) unless (b) below, (ix) the Borrower Company shall have objected to determining such compliance on such basis notify the Lenders of its objection thereto at the time of delivery of such any financial statements pursuant to Section 9.01 hereof or (iiy) the Required Banks Majority Lenders shall so object in writing notify the Company (through the Administrative Agent) of their objection within 30 days after the delivery of any such financial statements and variation descriptionstatements, in either of which events such interpretations, statements, certificates, reports and calculations shall be made in accordance with, or by application of, generally accepted accounting principles on a basis consistent with those used in the preparation of the latest most recent financial statements as to which no such objection shall not have been made (whichor, if objection is made in respect prior to the delivery of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at February 1, 1997, referred to in Section 8.48.02 hereof).
Appears in 1 contract
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1998 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Company shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
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Samples: Subordinated Bridge Loan Agreement (Cornell Corrections Inc)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection (b)) below) be prepared in accordance with generally accepted accounting principles in the United States of America, applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.47.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles in the United States of America applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 8.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)8.01(a) or (b) hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 2005 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b7.02 hereof) below, unless (i) the Borrower shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)8.01(a) or (b) hereof, shall mean the audited financial statements as referred to in Section 8.47.02 hereof).. Notwithstanding the foregoing, the accounting term β
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Samples: Assignment and Assumption (Capital One Financial Corp)
Accounting Terms and Determinations. (a) Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Administrative Agent and the Banks Lenders hereunder shall (unless otherwise disclosed to the Administrative Agent and the Banks Lenders in writing at the time of delivery thereof in the manner described in subsection paragraph (b)) below) be prepared prepared, in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest financial statements furnished to the Administrative Agent Lenders hereunder (which, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.48.02 hereof). All calculations made for the purposes of determining compliance with this Agreement shall (except as otherwise expressly provided herein) be made by application of generally accepted accounting principles applied on a basis consistent with those used in the preparation of the latest annual or quarterly financial statements furnished to the Administrative Agent and the Banks Lenders pursuant to Section 9.1(a) 9.01 hereof (or, prior to the delivery of the first financial statements under Section 9.1(a)9.01 hereof, used in the preparation of the audited financial statements as at March December 31, 2019 as 1995 referred to in Section 8.4), unless, in the event that such financial statements are accompanied by a variation description referred to in subsection (b8.02 hereof) below, unless (i) the Borrower Parent shall have objected to determining such compliance on such basis at the time of delivery of such financial statements or (ii) the Required Banks Majority Lenders shall so object in writing within 30 days after delivery of such financial statements and variation descriptionstatements, in either of which events such calculations shall be made on a basis consistent with those used in the preparation of the latest financial statements as to which such objection shall not have been made (which, if objection is made in respect of the first financial statements delivered under Section 9.1(a)9.01 hereof, shall mean the audited financial statements as referred to in Section 8.48.02 hereof).
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