Accounting Terms and Provisions. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; and provided further, that, if the Borrower elects to prepare and maintain its financial statements in accordance with the International Financial Reporting Standards, then (i) the Borrower shall notify the Administrative Agent of such election, (ii) compliance with the financial covenant set forth in Section 8.06 shall continue to be determined by reference to GAAP as in effect prior to such election and (iii) the Borrower shall deliver, together with any Compliance Certificate furnished pursuant to Section 7.02(a) or any other similar document, a reconciliation of its calculations with respect to Section 8.06 to its financial statements prepared in accordance with International Financial Reporting Standards and any other documents and information reasonably requested by the Administrative Agent relating thereto. Notwithstanding the foregoing, for purposes of determining compliance with the financial covenant set forth in Section 8.06, indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on financial liabilities shall be disregarded.
Accounting Terms and Provisions. (a) As used herein, “GAAP” means generally accepted accounting principles in effect in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board from time to time applied on a consistent basis, subject to the provisions of this Section 1.03. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis in a manner consistent with that used in preparing the audited financial statements referenced in Section 6.05, except as otherwise specifically prescribed herein.
Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of the Company for the fiscal year ended December 31, 2007, except as otherwise specifically prescribed herein.
(b) Notwithstanding any provision herein to the contrary, determinations of (i) the applicable pricing level under the definition of “Applicable Margin” and (ii) compliance with the Consolidated Leverage Ratio in Section 11.12.2 shall, in each case, be made on a Pro Forma Basis.
(c) The Company will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 10.1.3. If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Company or the Required Lenders shall object in writing to determining compliance based on such change, then such computations shall continue to be made on a basis consistent with the most recent financial statements delivered pursuant to Section 10.1.1 or 10.1.2 as to which no such objection has been made.
Accounting Terms and Provisions. (a) As used herein, “GAAP” means generally accepted accounting principles in effect in the United States as set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board from time to time applied on a consistent basis, subject to the provisions of this Section 1.03. For the avoidance of doubt, for any period prior to the consummation of the Spin-Off, any financial definitions for the Borrower and its Subsidiaries shall be calculated on a combined basis consistent with the financial statements set forth in Section 6.05. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis in a manner consistent with that used in preparing the audited financial statements referenced in Section 6.05, except as otherwise specifically prescribed herein.
Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis (except for such changes approved by the Borrower’s independent public accountants), as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements referenced in Section 5.01(d), except as otherwise specifically prescribed herein.
(b) Notwithstanding any provision herein to the contrary, determinations of (i) the applicable pricing level under the definition of “Applicable Percentage” and (ii) compliance with the financial covenants shall be made on a Pro Forma Basis.
(c) The Borrower will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b) that affect computation of the financial covenants and other calculations hereunder. If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall object in writing to determining compliance based on such change, then such computations shall continue to be made on a basis consistent with the most recent financial statements delivered pursuant to Section 7.01(a) or (b) as to which no such objection has been made.
Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, in a manner consistent with that used in preparing the audited financial statements referenced in Section 6.05, except as otherwise specifically prescribed herein. Notwithstanding the foregoing, for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 on financial liabilities shall be disregarded.
(b) Notwithstanding any provision herein to the contrary, determinations of (i) the Consolidated Total Leverage Ratio for purposes of determining the applicable pricing level under the definition of “Applicable Percentage,” (ii) compliance with covenants and conditions, and (iii) revenues for determining Immaterial Subsidiaries shall be made on a Pro Forma Basis. To the extent compliance with the covenants in Section 8.10 is being calculated as of a date that is prior to the first test date under Section 8.10 in order to determine the permissibility of a transaction, the levels for the covenants as of the first test date under Section 8.10 shall apply for such purpose.
(c) If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and ...
Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements referenced in Section 5.11, except as otherwise specifically prescribed herein.
(b) If at any time any change in GAAP or in the consistent application thereof would affect the computation of any financial ratio or requirement set forth in any Credit Document, and either the Borrower or the Required Lenders shall object in writing to determining compliance based on such change, then such computations shall continue to be made on a basis consistent with the most recent financial statements filed by the Parent with the SEC as to which no such objection has been made.
Accounting Terms and Provisions. 4750 Section 1.04. Rounding. 4751
Accounting Terms and Provisions. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Credit Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the audited financial statements of the Domestic Borrower and its Subsidiaries for the fiscal year ended December 31, 2004, except as otherwise specifically prescribed herein.
(b) Notwithstanding any provision herein to the contrary, the calculation of the financial covenants in Section 8.12 (including, without limitation, for purposes of determining the applicable pricing level under the definition of “Applicable Percentage” and compliance with the financial covenants in Section 8.12) shall be made on a Pro Forma Basis.
(c) Notwithstanding any provision herein to the contrary:
(i) for purposes of calculating the Consolidated First Lien Leverage Ratio and the Consolidated Total Leverage Ratio (including, without limitation, for purposes of determining the applicable pricing level under the definition of “Applicable Percentage”) (A) for the fiscal quarter ending December 31, 2006, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the period of two consecutive fiscal quarters then ended multiplied by two (2) and (B) for the fiscal quarter ending March 31, 2007, Consolidated Adjusted EBITDA shall be Consolidated Adjusted EBITDA for the period of three consecutive fiscal quarters then ended multiplied by one and one-third (1 1/3); and
(ii) for purposes of calculating the Consolidated Fixed Charge Coverage Ratio, (A) for the fiscal quarter ending December 31, 2006, (A) Consolidated Adjusted EBITDA and Consolidated Fixed Charges shall be Consolidated Adjusted EBITDA and Consolidated Fixed Charges for the period of two consecutive fiscal quarters then ended and (B) for the fiscal quarter ending March 31, 2007, Consolidated Adjusted EBITDA and Consolidated Fixed Charges shall be Consolidated Adjusted EBITDA and Consolidated Fixed Charges for the period of three consecutive fiscal quarters then ended.
(d) The Domestic Borrower will provide a written summary of material changes in GAAP or in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.02(b). If at any ...
Accounting Terms and Provisions. 50 1.04 Rounding...........................................................................................................................5051 1.05 Times of Day........................................................................................................................51 1.06 Exchange Rates; Currency Equivalents................................................................................51 1.07 Additional Alternative Currencies........................................................................................51 1.08 Additional Borrowers.......................................................................................................5152 1.09 Change of Currency..............................................................................................................52 1.10 Letter of Credit Amounts..................................................................................................5253 1.11 Limited Condition Acquisitions........................................................................................5253 COMMITMENTS AND CREDIT EXTENSIONS 54 2.01 Commitments....................................................................................................................5354 2.02 Borrowings, B/A Drawings, Conversions and Continuations..........................................5960
