Common use of Accounting Terms; IFRS Clause in Contracts

Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with IFRS, as in effect from time to time. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation, pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Xxx 0000 applicable to companies reporting under IFRS. Notwithstanding anything in this Agreement to the contrary, any change in IFRS or the application or interpretation thereof that would require operating leases to be treated similarly as a capital or finance lease shall not be given effect in the definitions of Indebtedness or Liens or any related definitions or in the computation of any financial ratio or requirement.

Appears in 3 contracts

Samples: Credit Agreement (Seattle SpinCo, Inc.), Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)

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Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with IFRS, as in effect from time to time. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Parent, Holdco, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent, Holdco, the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation, pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Xxx 0000 applicable to companies reporting under IFRS. Notwithstanding anything in this Agreement to the contrary, any change in IFRS or the application or interpretation thereof that would require operating leases to be treated similarly as a capital or finance lease shall not be given effect in the definitions of Indebtedness or Liens or any related definitions or in the computation of any financial ratio or requirement.

Appears in 2 contracts

Samples: Credit Agreement (Micro Focus International PLC), Credit Agreement (Micro Focus International PLC)

Accounting Terms; IFRS. Except as otherwise expressly provided herein, all All accounting terms of an accounting or financial nature not specifically defined in this Agreement shall be construed interpreted in accordance with IFRS, as in effect from . If at any time to time. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation, pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Xxx 0000 applicable to companies reporting under IFRS. Notwithstanding anything in this Agreement to the contrary, there is any change in IFRS or if the application or interpretation thereof that would require operating leases Borrowers elect to be treated similarly as a capital or finance lease shall not be given adopt GAAP in lieu of IFRS, which has the effect in the definitions of Indebtedness or Liens or any related definitions or in altering the computation of any financial ratio or requirementfinancial requirement set forth in any Loan Document, and either Borrower Representative or Required Lenders shall so request, Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS or to GAAP (subject to the approval of Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (b) Borrowers shall provide to Agent and Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS or to GAAP. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. Notwithstanding anything to the contrary contained in the foregoing paragraph or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the date hereof shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such accounting change shall contain a schedule showing the adjustments necessary to reconcile such financial statements with applicable accounting principles as in effect immediately prior to such accounting change).

Appears in 1 contract

Samples: Credit and Security Agreement (Greenbrook TMS Inc.)

Accounting Terms; IFRS. Except as otherwise expressly provided herein, all All accounting terms of an accounting or financial nature not specifically defined in this Agreement shall be construed interpreted in accordance with IFRS, as in effect from . If at any time to time. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation, pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Xxx 0000 applicable to companies reporting under IFRS. Notwithstanding anything in this Agreement to the contrary, there is any change in IFRS or if the application or interpretation thereof that would require operating leases Borrowers elect to be treated similarly as a capital or finance lease shall not be given adopt GAAP in lieu of IFRS, which has the effect in the definitions of Indebtedness or Liens or any related definitions or in altering the computation of any financial ratio or requirement.financial requirement set forth in any Loan Document, and either Borrower Representative or Required Lenders shall so request, Agent, Lenders and Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in IFRS or to GAAP (subject to the approval of Required Lenders); provided, however, that until so amended, (a) such ratio or requirement shall continue to be computed in accordance with IFRS prior to such change therein and (b) Borrowers shall provide to Agent and Lenders financial statements and other documents required under this Agreement which include a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in IFRS or to GAAP. All amounts used for purposes of financial calculations required to be made herein shall be without duplication. ​ ​ ​ Notwithstanding anything to the contrary contained in the foregoing paragraph or the definition of Capital Lease, in the event of an accounting change requiring all leases to be capitalized, only those leases (assuming for purposes hereof that they were in existence on the date hereof) that would constitute Capital Leases on the date hereof shall be considered Capital Leases and all calculations and deliverables under this Agreement or any other Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Agent in accordance with the terms of this Agreement after the date of such accounting change shall contain a schedule showing the adjustments necessary to reconcile such financial statements with applicable accounting principles as in effect immediately prior to such accounting change). ​

Appears in 1 contract

Samples: Credit and Security Agreement (Greenbrook TMS Inc.)

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Accounting Terms; IFRS. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with IFRS, as in effect from time to time. In the event that any Accounting Change (as defined below) shall occur and such change results in a change in the method of calculation of financial covenants, standards or terms in this Agreement, then the Parent, Holdco, the Borrower and the Administrative Agent agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Change with the desired result that the criteria for evaluating the Parent’s and the Subsidiaries’ consolidated financial condition shall be the same after such Accounting Change as if such Accounting Change had not been made. Until such time as such an amendment shall have been executed and delivered by the Parent, Holdco, the Borrower, the Administrative Agent and the Required Lenders, all financial ratios, covenants, standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Change had not occurred. “Accounting Change” refers to any change in accounting principles required by (A) the promulgation of any rule, regulation, pronouncement or opinion by the IFRS Interpretations Committee and (B) any applicable change to the Companies Xxx Axx 0000 applicable to companies reporting under IFRS. Notwithstanding anything in this Agreement to the contrary, any change in IFRS or the application or interpretation thereof that would require operating leases to be treated similarly as a capital or finance lease shall not be given effect in the definitions of Indebtedness or Liens or any related definitions or in the computation of any financial ratio or requirement.

Appears in 1 contract

Samples: Credit Agreement (Micro Focus International PLC)

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