Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that used in the preparation of prior financial statements, or (ii) Statutory Accounting Practices applied on a basis consistent with that used in the preparation of prior financial statements. (b) The Company shall deliver to the Bank at the same time as the delivery of any annual or quarterly financial statement under Section 6.1 hereof 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 and reasonable estimates of the differences between such statements arising as a consequence thereof. (c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the financial statements referred to in Section 6.1 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the Bank, to so reflect such change in accounting principles. (d) The Company shall maintain its accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending December 31 of each year.
Appears in 2 contracts
Samples: Credit Agreement (United Trust Inc /Il/), Credit Agreement (First Commonwealth Corp)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent, the Banks or the Issuing Bank hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company the Borrower shall deliver to the Bank Banks at the same time as the delivery of any annual or quarterly monthly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankMajority Banks, to so reflect such change in accounting principles.
(d) The Company the Borrower and its Subsidiaries shall maintain its their respective accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending on the Saturday closest to December 31 of each year.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise Otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Agent, the Banks or the Issuing Bank hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrowers on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSubsection 5.2 hereof.
(b) The Company Borrowers shall deliver to the Bank Banks at the same time as the delivery of any annual or quarterly financial statement under Section Subsection 6.1 hereof a description in reasonable detail hereof, notice 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 immediately preceding annual or quarterly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 Subsection 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrowers with the agreement of its their independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrowers on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankMajority Banks, to so reflect such change in accounting principles.
(d) The Company Borrowers shall maintain its their respective accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending December 31 of each year.
(e) Unless a Marketing Vehicle becomes a Subsidiary of a Borrower for purposes of this Agreement, then such Marketing Vehicle (as an entity) shall not be consolidated with such Borrower for the purpose of calculating the financial covenants at Subsections 6.5, 6.6, 6.7, 6.8, 6.9, and 6.10 hereof. Nothing in the preceding sentence shall be construed, however, as excluding such Borrower's Investment in, or Indebtedness incurred in connection with, such Marketing Vehicle in determining such Borrower's financial condition or compliance with any of the provisions of this Agreement.
Appears in 1 contract
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank Administrative Agent, the Documentation Agent, the Lead Arranger, the Issuing Bank, the Swingline Lender or any of the Banks hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company Borrower shall deliver to the Bank Banks at the same time as the delivery of any annual or quarterly monthly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankAdministrative Agent, to so reflect such change in accounting principles.
(d) The Company Borrower and its Guarantor Subsidiaries shall maintain its their respective accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending on the Saturday closest to December 31 of each year. Unless the context clearly requires otherwise, all references herein to “fiscal year” or “fiscal quarter” shall refer to the fiscal year or fiscal quarter, as the case may be, of the Borrower and its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank Administrative Agent, the Documentation Agents, the Joint Lead Arrangers, the Issuing Banks or any of the Banks hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company If not available by public filing, the Borrower shall deliver to the Bank Bank, at the same time as the delivery of any annual or quarterly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankAdministrative Agent, to so reflect such change in accounting principles.
(d) The Company shall maintain its accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending December 31 of each year.
Appears in 1 contract
Samples: Credit Agreement (CERNER Corp)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank Administrative Agent, the Documentation Agent, the Lead Arranger, the Issuing Bank, the Swingline Lender or any of the Banks hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company Borrower shall deliver to the Bank Banks at the same time as the delivery of any annual or quarterly monthly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankAdministrative Agent, to so reflect such change in accounting principles.
(d) The Company Borrower and its Subsidiaries shall maintain its their respective accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending on the Saturday closest to December 31 of each year. Unless the context clearly requires otherwise, all references herein to "fiscal year" or "fiscal quarter" shall refer to the fiscal year or fiscal quarter, as the case may be, of the Borrower and its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank Administrative Agent, the Documentation Agent, each Joint Lead Arranger, the Issuing Banks or any of the Banks hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company If not available by public filing, the Borrower shall deliver to the Bank Bank, at the same time as the delivery of any annual or quarterly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankAdministrative Agent, to so reflect such change in accounting principles.
(d) The Company shall maintain its accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending December 31 of each year.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)
Accounting Terms; Statements of Variation. (a) All accounting terms used herein shall (except as otherwise expressly provided herein) be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Bank Administrative Agent, the Documentation Agent, the Lead Arranger, the Issuing Banks, the Swingline Lender or any of the Banks hereunder shall be prepared, in accordance with either (i) GAAP applied on a basis consistent with that the accounting principles used in the preparation of prior the audited financial statements, or (ii) Statutory Accounting Practices applied statements of the Borrower and its Subsidiaries on a consolidated basis consistent with that used referred to in the preparation of prior financial statementsSection 5.2 hereof.
(b) The Company If not available by public filing, the Borrower shall deliver to the Bank Bank, ,at the same time as the delivery of any annual or quarterly financial statement under Section 6.1 hereof a description in reasonable detail notice 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 immediately preceding annual or quarterly monthly financial statements and reasonable estimates of statements, as the differences between such statements arising as a consequence thereofcase may be.
(c) Except as otherwise provided herein, if any changes in accounting principles from those used in the preparation of the audited financial statements referred to in Section 6.1 5.2 hereof are hereafter required or permitted by either (i) the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or successors thereto or agencies with similar functions), or (ii) state insurance laws applicable to, or state insurance regulatory authorities with jurisdiction over, the Company or any of its Affiliates, and are adopted by the Company and its Subsidiaries Borrower with the agreement of its independent certified public accountants or in accordance with state insurance law or with the permission of any state insurance commission or other state insurance regulatory authority, and such changes result in a change in the method of calculation of any of the financial covenants, standards or terms in or relating to Section 6 hereof, the parties hereto agree to enter into discussions with a view to amending such provisions so as to equitably reflect such changes with the desired result that the criteria for evaluating the financial condition of the Company and its Subsidiaries Borrower on a consolidated basis shall be the same after such changes as if such changes had not been made, provided that no change in GAAP and no change in Statutory Accounting Practices that would affect the method of calculation of any of said financial covenants, standards or terms shall be given effect in such calculations until such provisions are amended, in a manner satisfactory to the BankAdministrative Agent, to so reflect such change in accounting principles.
(d) The Company Borrower and its Guarantor Subsidiaries shall maintain its their respective accounts and the accounts of its Subsidiaries on the basis of a fiscal year ending on December 31 or the Saturday closest to December 31 of each year. Unless the context clearly requires otherwise, all references herein to “fiscal year” or “fiscal quarter” shall refer to the fiscal year or fiscal quarter, as the case may be, of the Borrower and its Subsidiaries.
Appears in 1 contract
Samples: Credit Agreement (Cerner Corp /Mo/)