Basis of calculations. 24.2.1 All the terms defined in Clause 1.2 (Financial definitions) are to be determined on a consolidated basis and (except as may be expressly included or excluded in the relevant definition, or as stated below) in accordance with IFRS.
24.2.2 The financial undertakings in Clause 24.1.1 (unless expressly otherwise stated) shall apply as of the last day of each Measurement Period and compliance (or otherwise) shall be verified by reference to the consolidated financial statements or management accounts of the Group (as applicable) for the relevant Measurement Periods and Compliance Certificates delivered pursuant to Clause 23 (Information Undertakings).
24.2.3 No item shall be deducted or credited more than once in any calculation.
Basis of calculations. 19.2.1. All the terms defined in Clause 1.2 (Financial definitions) are to be determined (except as expressly included or excluded in the relevant definition) in accordance with IFRS. No item shall be deducted or credited more than once in any calculation.
19.2.2. The financial undertaking in Clause 19.1 above (unless expressly otherwise stated) shall apply as of the last day of each Measurement Period and compliance (or otherwise) shall be verified by reference to the financial statements of the Project Company for the relevant Measurement Period and Compliance Certificates delivered pursuant to Clause 18 (Information Undertakings).
19.2.3. Where a Measurement Period would otherwise commence before the Closing Date:
19.2.3.1. that Measurement Period shall, instead, commence on the Closing Date (the part of that period falling before the Closing Date being ignored);
19.2.3.2. EBITDA and Free Cashflow, for any Measurement Period ending less than 12 months after the Closing Date, shall be determined on an annualised basis by dividing each such amount by the number of days from the Closing Date to the Measurement Date at the end of that Measurement Period and multiplying by 365.
Basis of calculations. 21.2.1 All the terms defined in Clause 1.2 (Financial definitions) are to be determined on a consolidated basis and (except as may be expressly included or excluded in the relevant definition, or as stated below) in accordance with the Accounting Principles.
21.2.2 The financial undertakings in Clause 21.1 (Undertakings in relation to financial condition) shall apply on each day during the term of this Agreement.
Basis of calculations. With respect to any period during which a Permitted Acquisition or an Asset Sale has occurred (each, a “Subject Transaction”), for purposes of determining compliance with the financial covenants set forth in this subsection 7.6, Consolidated EBITDA and the components of Consolidated Fixed Charges shall be calculated with respect to such period on a pro forma basis (including pro forma adjustments arising out of events which are directly attributable to a specific transaction, are factually supportable and are expected to have a continuing impact, in each case determined on a basis reasonably acceptable to Administrative Agent with respect to, among other things, cost savings resulting from head count reduction, closure of facilities and similar restructuring charges, which pro forma adjustments shall be certified by the chief financial officer of Company) using the historical audited financial statements of any business so acquired or to be acquired or sold or to be sold and the consolidated financial statements of Company and its Subsidiaries which shall be reformulated as if such Subject Transaction, and any Indebtedness incurred or repaid in connection therewith, had been consummated or incurred or repaid at the beginning of such period (and assuming that such Indebtedness bears interest during any portion of the applicable measurement period prior to the relevant acquisition at the weighted average of the interest rates that would have been applicable to such Indebtedness during such period).
Basis of calculations. Annual vacations shall be based on the calendar year, and on continuous service with the employer since the last date of hire.
Basis of calculations. (a) All the terms defined in Clause 18.3 (Financial covenant definitions) are to be determined on a consolidated basis and (except as expressly included or excluded in the relevant definition) in accordance with the Accounting Principles. The financial covenants in this Clause 18 shall apply as of the Accounting Date at the end of each Test Period and compliance (or otherwise) shall be tested by reference to the consolidated Accounts of the Group delivered pursuant to Clause 17.1 (Financial statements) and any applicable Reconciliation Statement delivered pursuant to Clause 17.2(f) (Financial statements) and verified by reference to the Compliance Certificate delivered pursuant to Clause 17.3 (Compliance Certificate) for the relevant Test Periods.
(b) No item shall be deducted or credited more than once in any calculation.
(c) Where an amount in the Accounts is not denominated in euro, it shall be converted into euro at the rates specified in the Accounts (and notwithstanding paragraph (h) of the definition of Financial Indebtedness, any rate specified in the Accounts as a result of any currency hedging entered into by a member of the Group may be used for this purpose).
(d) For the purposes of calculating the financial covenants in Clauses 18.1 to 18.4 (inclusive):
(i) the results of an acquired entity, property, business or material fixed asset acquired in a Permitted Acquisition and the Financial Indebtedness borrowed by the Group to fund that acquisition (and associated interest costs) shall be ignored for the quarterly Accounting Period in which that acquisition occurs and for all prior Accounting Periods;
(ii) for each of the three full quarterly Accounting Periods to occur after the closing date of that acquisition, the results of the relevant acquired entity, property, business or material fixed asset so acquired (beginning with the first full quarterly Accounting Period to occur after the closing date of the acquisition for that entity) will be included on an annualised basis, taking into account the increase by the Pro Forma Adjustment; and
(iii) Consolidated EBITDA of the Group shall be increased by the Pro Forma Adjustment.
Basis of calculations. 21.2.1 All the terms defined in Clause 1.2 (Financial definitions) are to be determined on a consolidated basis and (except as may be expressly included or excluded in the relevant definition, or as stated below) in accordance with IFRS.
21.2.2 The financial undertakings in Clause 21.1.1 (unless expressly otherwise stated) shall apply as of the last day of each Measurement Period and compliance (or otherwise) shall be verified by reference to the consolidated financial statements or management accounts of the Group (as applicable) for the relevant Measurement Periods and Compliance Certificates delivered pursuant to Clause 20 (Information Undertakings).
21.2.3 No item shall be deducted or credited more than once in any calculation.
21.2.4 Where an amount in any financial statements delivered pursuant to Clause 20 (Information Undertakings) is not denominated in Rand, it shall be converted into Rand at the rates specified in those financial statements.
21.2.5 In relation to any Measurement Period commencing before the Closing Date, the Consolidated EBITDA for any Measurement Period ending less than 12 months after the Closing Date, shall be determined based on the actual consolidated results of the Borrower for that Measurement Period.
Basis of calculations. The amounts to be calculated for purposes of this Article 6 shall be calculated in accordance with and on the basis of the books of account and other records to be kept by Manager pursuant to the provisions of Section 7.1.
Basis of calculations. (a) All the terms defined in Clause 18.2 (Financial covenant definitions) are to be determined on a consolidated basis and (except as expressly included or excluded in the relevant definition) in accordance with the Accounting Standards. The financial covenants in Clause 18.1 (Financial undertakings) shall apply as of the Accounting Date at the end of each Test Period and compliance (or otherwise) shall be verified by reference to the consolidated Accounts of the Group for the relevant Test Periods).
(b) No item shall be deducted or credited more than once in any calculation.
Basis of calculations. 14 Beneficiaries............................................5
