Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, or as otherwise disclosed in writing by the Borrower to the Lenders), provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial Covenants, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding proviso. (b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days.
Appears in 1 contract
Samples: Credit Agreement (RBS Global Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided that, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements for the fiscal year of Holdings and its Subsidiaries referred the Borrower ended December 31, 2003 delivered to the Lenders pursuant to Section 7.01(b), provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occursstatements, thenParent shall be entitled to utilize GAAP, following the request as so modified, for purposes of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications such computations to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause extent that (x) Parent gives the Lenders 30 days' prior written notice of this proviso such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(o), 8.04(m), 8.05, 8.07 and 8.08 (and the definitions used therein), the sole purpose of which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that Parent and the respective Majority SMA cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), provided the proposed change may not be effected); and provided, further, that until such if at any time as any modifications have become effective as contemplated by clause the computations determining compliance with Section 8 (yand the definitions used therein) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto to this Agreement, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with the provisions referenced in clause (x) Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the immediately preceding provisoBorrower shall instead be accrued in the fiscal quarter in which such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or 365/366 days (II) to any determination of the Borrower's obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of interest on Base Rate Loans based a determination of the Borrower's obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Business Day of daysthe month then last ended preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersAdministrative Agent); provided that, provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with the Financial CovenantsSections 2.14, including definitions used therein8.14, 9.02(v), 9.03(vii), 9.03(viii), 9.03(xi), 9.04(i), 9.04(xiv), 9.04(xvi), 9.05(xii), 9.05(xvi), 9.05(xvii), 9.05(xviii), 9.05(xxii), 9.05(xxiii), 9.07, 9.08, 9.09(iv) and 9.11(c) shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings and its Subsidiaries the Borrower referred to in Section 7.05(a) for the first sentence of Section 6.10(bFiscal Year ended December 31, 2016; (ii) and (y) ifnotwithstanding anything to the contrary contained herein, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of all such financial statements occursshall be prepared, thenand all financial covenants contained herein or in any other Credit Document shall be calculated, following in each case, without giving effect to any election under FASB Accounting Standards Codification Topic 825—Financial Instruments (or any similar accounting principle) permitting a Person to value its financial liabilities at the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications fair value thereof; (iii) to the definitionsextent expressly provided herein, covenants and other provisions of this Agreement relating to the financial covenant certain calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with on a Pro Forma Basis; and (iv) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the accounting principles operations of the Borrower and policies referenced in preceding clause (x), but adjusted to give its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date operations of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoUnrestricted Subsidiaries.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of except for interest on Base Rate Loans based on calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of daysdays (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.
Appears in 1 contract
Samples: Credit Agreement (Radio One, Inc.)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by Holdings or the Borrower to the Lenders); PROVIDED, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 4.02 and 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical December 31, 2001 financial statements of Holdings and its Subsidiaries referred delivered to in the first sentence of Lenders pursuant to Section 6.10(b) but shall give effect to non-cash adjustments resulting from the application of fresh start accounting required as a result of the Reorganization and (y) if, as a result of if at any change after time the Restatement Effective Date in GAAP, any change in such computations determining compliance with Sections 4.02 and 8 utilize accounting principles and policies used different from those utilized in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto Lenders, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets; PROVIDED FURTHER, that (i) to the information extent expressly required pursuant to determine the provisions of this Agreement, certain calculations shall be made on a PRO FORMA Basis, and (ii) in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with the provisions referenced in clause (x) Section 8.10 and all determinations of the immediately preceding provisoConsolidated Interest Coverage Ratio shall be calculated in accordance with the proviso appearing in the definition of Consolidated Interest Expense contained herein.
(b) All computations of interest, Commitment Commission and other Fees interest (except as provided in the immediately succeeding sentence) hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of Base Rate and Overnight Euro Rate interest and all Fees hereunder shall be made on the basis of a year of 365/366 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest or Fees is or are payable.
(c) Notwithstanding anything to the contrary contained in Section 12.07(a) above, for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 7 and/or 8 (excluding Sections 8.09, 8.10 and 8.11), except as otherwise expressly set forth in said Sections, any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and is expressed in terms of U.S. Dollars, all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the exchange rates (as shown on Reuters ECB page 37 or, if same does not provide such exchange rates, on such other basis as is satisfactory to the Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section but regulates the U.S. Dollar amount outstanding at any time).
(d) Except as otherwise expressly provided herein, for purposes of this Agreement, the U.S. Dollar Equivalent (and the Principal Amount) of each Euro Denominated -133- Loan and the Stated Amount of each Euro Denominated Letter of Credit shall be calculated (i) on the date when any such Euro Denominated Loan is made or repaid, any voluntary reduction to the Total Unutilized Revolving Loan Commitment is made pursuant to Section 3.02 or any Letter of Credit is issued pursuant to Section 2.01, (ii) on the last Business Day of each calendar month and (iii) at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; PROVIDED that for purposes of any determination of the U.S. Dollar Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(i) or (ii), the U.S. Dollar Equivalent of any Euro Denominated Loan shall be calculated on the last Business day of each calendar month. Such U.S. Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the U.S. Dollar Equivalent shall be that U.S. Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Lenders of each such determination of the U.S. Dollar Equivalent.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersAdministrative Agent); provided that, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements for the fiscal year of Holdings and its Subsidiaries referred the Borrower ended December 31, 2006 delivered to the Administrative Agent pursuant to Section 7.01(a), provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occursstatements, thenthe Borrower shall be entitled to utilize GAAP, following as so modified, for purposes of such computations to the request of extent that (x) the Borrower, or Borrower gives the Administrative Agent or 30 days’ prior written notice of such proposed modification and (y) prior thereto the Required LendersBorrower and the Lead Agents shall have agreed upon adjustments, if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the definitions used therein), the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions sole purpose of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Lead Agents cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), provided the proposed change may not be effected); and provided, further, that until such if at any time as any modifications have become effective as contemplated by clause the computations determining compliance with Section 8 (yand the definitions used therein) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders Administrative Agent pursuant hereto to this Agreement, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with the provisions referenced in clause (x) Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the immediately preceding provisoBorrower shall instead be accrued in the fiscal quarter in which such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or 365/366 days in the case of interest on Base Reference Rate Loans based determined by reference to the Base Rate, 365/366 days).
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of a determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the “official” exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Business Day of daysthe month then last ended preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by Holdings or the Borrower to the LendersBanks; it being understood and agreed that notes may be absent in the interim financial statements). In addition, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 4.02 and 9, including definitions used therein, shall utilize accounting principles and policies in effect at the from time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as a result of time; provided that if any such accounting principle or policy shall change after the Restatement Effective Date in GAAPDate, any change in the Borrower shall give prompt notice thereof to the Administrative Agent and each of the Banks and if within 90 days following such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of notice the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto Banks shall negotiate in good faith modifications elect by giving written notice of such election to the definitionsother parties hereto, covenants such computations shall not give effect to such change unless and other provisions of until this Agreement relating to the financial covenant calculations required to shall be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations amended pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted Section 14.12 to give effect to such change. Notwithstanding the changes foregoing, (i) to GAAP the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made after on a Pro Forma Basis, and (ii) in the Restatement Effective Date and on or case of any determinations of Consolidated Cash Interest Expense for any portion of any Test Period which ends prior to the date of the respective such amendment)June 30, provided further2005, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto all computations determining compliance with Section 9.10 shall be accompanied by reconciliation worksheets showing the information required to determine compliance calculated in accordance with the provisions referenced in clause (x) definition of the immediately preceding provisoTest Period contained herein.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 365-366 days in the case of interest on Base Rate Loans based on maintained at the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP or SAP, as the case may be, consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks). In addition, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the from time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred to in the first sentence of Section 6.10(btime; provided that (i) and if any such accounting principle or policy (ywhether GAAP or SAP or both) if, as a result of any shall change after the Restatement Effective Date in GAAPDate, any change in the Borrower shall give reasonable notice thereof to the Administrative Agent and each of the Banks and if within 30 days following such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of notice the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto Banks shall negotiate in good faith modifications elect by giving written notice of such election to the definitionsother parties hereto, covenants such computations shall not give effect to such change unless and other provisions of until this Agreement relating to the financial covenant calculations required to shall be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations amended pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted Section 12.12 to give effect to such change, and (ii) if at any time the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements then being furnished to the Lenders Banks pursuant hereto to Section 7.01, such financial statements shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisowork-sheets.
(b) All computations of interest, Commitment Commission interest on Eurodollar Loans and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(or 365/366 days in the case c) All computations of interest on Base Rate Loans based hereunder shall be made on the Prime Lending Rate) for the actual number of days elapsed over a year of 365/366 days.
(d) For purposes of this Agreement, the Dollar Equivalent of each Loan that is an Alternate Currency Loan and the Dollar Equivalent of the stated amount of each Letter of Credit that is an Alternate Currency Letter of Credit shall be calculated on the date when any such Loan is made or such Letter of Credit is issued, on the first Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default or an Event of Default exists. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks of each such determination of the Dollar Equivalent.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks), provided that (x) PROVIDED that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred to in Section 6.09, PROVIDED that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lendersstatements, the parties hereto Borrower shall negotiate in good faith modifications be entitled to utilize GAAP, as so modified, for purposes of such computations to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause extent that (x) the Borrower gives the Banks 30 days' prior written notice of this proviso such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(e), 8.05 and 8.06 (and the definitions used therein) the sole purpose of which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Majority SMA cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), provided furtherthe proposed change may not be effected), and PROVIDED FURTHER, (i) that until such if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Banks, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets and (ii) in the information required event that the obligations and related receivables under any of the existing receivables facilities of the Borrower and its Subsidiaries or under any replacement facilities (to determine the extent the Liens created thereunder do not attach to assets not subject to Liens under the receivables facility being replaced) are no longer given off-balance sheet treatment, any such obligations, the interest expense or discount thereon and related receivables under such existing or replacement receivables facility shall continue to receive off-balance sheet treatment for purposes of determining compliance with the provisions referenced in clause (x) of the immediately preceding provisoSection 8.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in the United States consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersLenders to the extent, in each case, permitted by the terms of this Agreement), ; provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenants, including definitions used thereinSections 10.07 and 10.08, shall utilize generally accepted accounting principles and policies in effect at the time of the preparation ofconformity with, and in conformity with consistent with, those used to prepare, prepare the historical audited consolidated financial statements of Holdings the Parent and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications 8.05(a). Notwithstanding anything to the definitionscontrary in this Agreement or in any other Credit Document, for purposes of calculations and covenants and other provisions made pursuant to the terms of this Agreement relating or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the financial covenant calculations required to be made under this Agreement United States as in order to reflect effect on December 31, 2013 in a manner consistent with the impact and the projected impact treatment of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the leases under generally accepted accounting principles and policies referenced in preceding clause (x)the United States as in effect on December 31, but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment)2013, provided further, that until such time as notwithstanding any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding proviso.interpretive changes thereto that may occur thereafter. 107
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Company to the Lenders); provided, provided that that, (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations definitions (including accounting terms) used in determining the Total Leverage Ratio, Secured Leverage Ratio and the Fixed Charge Coverage Ratio and in determining compliance with the Financial Covenants, including definitions used thereinSection 9.13 and Section 10.07, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings and its Subsidiaries the Company referred to in Section 8.05(a) for its Fiscal Year ended Xxxxxxxx 00, 0000, (xx) (xx) notwithstanding anything to the first sentence of Section 6.10(b) and (y) ifcontrary contained herein, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of all such financial statements occursshall be prepared, thenand all financial covenants contained herein or in any other Credit Document shall be calculated, following in each case, without giving effect to any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the request of the Borrowerfair value thereof), or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications (iii) (iii) to the definitionsextent expressly provided herein, covenants certain calculations shall be made on a Pro Forma Basis and other provisions of this Agreement relating to (iv) (iv) the financial covenant calculations required to be made under this Agreement set forth in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso Section 10.07 shall be made in conformity calculated on a Pro Forma Basis with respect to any Permitted Acquisition or Significant Asset Sale occurring during the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisorelevant Test Period.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders), provided that (x) that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the June 30, 2003 historical financial statements of Holdings and its Subsidiaries referred delivered to the Lenders pursuant to Section 6.10, but shall not give effect to (i) adjustments in the first sentence of Section 6.10(b) and (y) if, component amounts required or permitted by APB 16 or 17 as a result of the Recapitalization, provided that in determining gains and losses from the sale or disposition of assets such adjustment shall be given effect, (ii) amortization of intangible assets resulting from the Recapitalization, and (iii) the amortization or write-off of any change after expenses incurred in connection with the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, Recapitalization or the Administrative Agent or financing thereof, provided that the Required Lenderscomputations under Section 8 may utilize FAS 96, the parties hereto but shall negotiate in good faith modifications not give effect to the definitions, covenants and other provisions of this Agreement any cumulative effect adjustment relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y)adoption thereof, then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x)and, but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment)provided, provided further, that until such if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Lenders, such financial statements shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisowork-sheets.
(b) All computations Whenever calculated on the basis of interestthe Prime Rate component of the ABR, Commitment Commission interest and other Fees hereunder fees shall be made calculated on the basis of a year of 360 days 365- (or 365/366 days in 366-, as the case of interest on Base Rate Loans based on the Prime Lending Ratemay be) day year for the actual number days elapsed; otherwise, interest and fees shall be calculated on the basis of daysa 360-day year for the actual days elapsed. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case may be.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by Holdings or the U.S. Borrower to the LendersBanks); provided, provided that (x) fees payable pursuant to Section 8.08(iii) may be excluded in computations of Consolidated EBITDA, (y) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 4.02 and 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical December 31, 1998 financial statements of Holdings and its Subsidiaries referred delivered to in the first sentence of Banks pursuant to Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto but shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to not give effect to the changes purchase accounting adjustments required or permitted by APB 16 (including non-cash write ups and non-cash charges relating to GAAP made after the Restatement Effective Date inventory, fixed assets and on or prior in process research and development, in each case arising in connection with any Permitted Acquisition) and APB 17 (including non-cash charges relating to the date intangibles and goodwill arising in connection with any Permitted Acquisition); provided that for purposes of any determination of the respective such amendmentEuro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), provided furtherthe Euro Equivalent of any Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter, that until such and (z) if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Sections 4.02 and 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Banks, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets; provided further, that (i) to the information extent expressly required pursuant to determine the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, and (ii) in the case of any determinations of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date, all computations determining compliance with the provisions referenced in clause (x) Section 8.10 and all determinations of the immediately preceding provisoConsolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(or 365/366 days in c) For purposes of this Agreement, the case Euro Equivalent of interest on Base Rate Loans based each Alternate B Currency Loan shall be calculated on the Prime Lending Rate) date when any such Alternate B Currency Loan is made or repaid, on the second Business Day of each month and at such other times as designated by the Administrative Agent at any time when a Default under Section 9.01 or an Event of Default exists; provided that for purposes of any determination of the actual number Euro Equivalent in connection with a mandatory repayment pursuant to Section 4.02(A)(a)(ii), the Euro Equivalent of daysany Alternate B Currency Loan shall be calculated on the second Business day of each calendar quarter. Such Euro Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the U.S. Borrower and the German Borrower, it being understood that until such notice is received, the Euro Equivalent shall be that Euro Equivalent as last reported to the Borrowers by the Administrative Agent. The Administrative Agent shall promptly notify each Borrower and the Banks of each such determination of the Euro Equivalent.
Appears in 1 contract
Samples: Credit Agreement (Dade Behring Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Company to the Lenders); provided that, provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations definitions (including accounting terms) used in determining the Fixed Charge Coverage Ratio and the Total Secured Leverage Ratio in determining compliance with the Financial Covenants, including definitions used therein, Section 9.13 and Section 10 shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings and its Subsidiaries the Company referred to in Section 8.05(a) for its fiscal year ended, and otherwise in effect as of, October 31, 2011, (ii) notwithstanding anything to the first sentence of Section 6.10(bcontrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to (x) and any election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof), or (y) ifany 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, as a result of any change after and such Indebtedness shall at all times be valued at the Restatement Effective Date in GAAPfull stated principal amount thereof, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications (iii) to the definitionsextent expressly provided herein, covenants and other provisions of this Agreement relating to the financial covenant certain calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity on a Pro Forma Basis and (iv) for purposes of determining compliance with the accounting principles and policies referenced in preceding clause Section 5.02(b) or (x)c) or any incurrence or expenditure tests set forth herein, but adjusted to give effect amounts so incurred or expended (to the changes extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the exchange rates (as shown for the prior day as published on Bloomberg or, if same does not provide such exchange rates, on such other basis as is reasonably satisfactory to GAAP made after the Restatement Effective Date and Administrative Agent) as in effect on or prior to the date of such incurrence or expenditure under any provision of any such Section that has an aggregate U.S. Dollar limitation provided for therein (and to the extent the respective such amendment)incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, provided further, that until such time as any modifications have become effective as contemplated by clause (y) all outstanding amounts originally incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the immediately preceding provisoexchange rates (as shown for the prior day as published on Bloomberg or, if there has been any change after same does not provide such exchange rates, on such other basis as is reasonably satisfactory to the Restatement Effective Date (or Administrative Agent) as in effect on the date of any new incurrence or expenditures made under any provision of any such Section that regulates the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoU.S. Dollar amount outstanding at any time).
(b) All computations of interestinterest (except as otherwise expressly provided herein), Commitment Commission and other Fees (other than Drawing Fees) hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of except for interest on Base Rate Loans based on calculated by reference to the Prime Lending Rate or clause (i) of the definition of Canadian Prime Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of daysdays (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Samples: Abl Credit Agreement (Ciena Corp)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the Lenders), provided PROVIDED that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 8.11 and 8.12, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred the Rexnord Business delivered to in the first sentence of Lenders pursuant to Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided furtherPROVIDED FURTHER, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding proviso.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided, provided that however, that, (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenants, including definitions used therein, Sections 8.15 and 9 shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical financial statements of Holdings the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2006 delivered to DBTCA, as Administrative Agent (ii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenant, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as on a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso basis shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give without giving effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date operations of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoUnrestricted Subsidiaries.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP GAAP, consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersLenders and except, in the case of interim financial statements, for normal year-end adjustments), ; provided that (x) except as otherwise specifically provided herein, all computations determining the Borrower's compliance with Section 9 and the definition of Excess Cash Flow Applicable Margin and all computations determining compliance with other defined financial terms relating to the Financial Covenants, including definitions used therein, Borrower shall utilize accounting principles and policies in effect at the time of the preparation of, and United States in conformity with those used to prepare, prepare the historical financial statements described in Section 7.05(a); and provided further that (i) the financial covenants set forth in Sections 8.11 and 9.10-9.14 shall be calculated without regard to Sears Tower as long as an Event of Holdings Default has not occurred and its Subsidiaries referred to is not continuing under Section 9.17 and (ii) shall assume that the Borrower owns 100% of the Equity Interests in the first sentence Co-Borrower if formed as long as the requirements of Section 6.10(b8.04(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications continue to be satisfied with respect to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoCo-Borrower.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or 365/366 days including the first day but excluding the last day, except in the case of Letters of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest or Fees are payable; provided that all computations of interest on Base Rate Loans based on determined by reference to the Prime Lending Rate) for Rate shall be based on the actual number of days elapsed over a year of 365 days (or 366 days, as the case maybe).
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided, provided that (x) that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred delivered to the Lenders pursuant to Section 6.09, provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lendersstatements, the parties hereto Borrower shall negotiate in good faith modifications be entitled to utilize GAAP, as so modified, for purposes of such computations to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause extent that (x) the Borrower gives the Lenders 30 days' prior written notice of this proviso such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein) the sole purpose of which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Majority SMA cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that until such if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Lenders, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with the provisions referenced in clause (x) Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the immediately preceding provisoBorrower shall instead be accrued in the fiscal quarter in which such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or 365/366 days (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of interest on Base Rate Loans based a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Computation Date preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of daysCredit Issuer of its determinations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Administrative Agent (for the benefit of the Lenders) pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersAdministrative Agent); provided that, provided that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements for the fiscal year of Holdings and its Subsidiaries referred the Borrower ended December 31, 2005 delivered to the Administrative Agent pursuant to Section 7.01(b), provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occursstatements, thenthe Borrower shall be entitled to utilize GAAP, following as so modified, for purposes of such computations to the request of extent that (x) the Borrower, or Borrower gives the Administrative Agent or 30 days’ prior written notice of such proposed modification and (y) prior thereto the Required LendersBorrower and the Lead Agents shall have agreed upon adjustments, if any, to Sections 8.05, 8.07, 8.08 and 8.13 (and the definitions used therein), the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions sole purpose of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Lead Agents cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), provided the proposed change may not be effected); and provided, further, that until such if at any time as any modifications have become effective as contemplated by clause the computations determining compliance with Section 8 (yand the definitions used therein) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders Administrative Agent pursuant hereto to this Agreement, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with the provisions referenced in clause (x) Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the immediately preceding provisoBorrower shall instead be accrued in the fiscal quarter in which such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or 365/366 days in the case of interest on Base Reference Rate Loans based determined by reference to the Base Rate, 365/366 days).
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. Dollars, shall be made by converting same into U.S. Dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or (II) to any determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, (y) in the case of a determination of the Borrower’s obligation to reimburse in U.S. Dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. Dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the “official” exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Business Day of daysthe month then last ended preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersAdministrative Agent); provided that, provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow Flow, and all computations and all definitions (including accounting terms) used in determining compliance with the Financial Covenants7.03, including definitions used therein9.18, 10.02(v), 10.03(vii), 10.03(viii), 10.03(xi), 10.04(xiv), 10.04(xvi), 10.05(xii), 10.05(xvi), 10.05(xvii), 10.05(xviii) 10.05(xxii), 10.05(xxiii), 10.07, 10.08, 10.09(iv) and 10.11(c) shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings and its Subsidiaries the Borrower referred to in Section 8.05(a) for the first sentence of Section 6.10(bFiscal Year ended December 31, 2010, (ii) and (y) ifnotwithstanding anything to the contrary contained herein, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of all such financial statements occursshall be prepared, thenand all financial covenants contained herein or in any other Credit Document shall be calculated, following in each case, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications fair value thereof; (iii) to the definitionsextent expressly provided herein, covenants and other provisions of this Agreement relating to the financial covenant certain calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with on a Pro Forma Basis; and (iv) except as otherwise expressly provided herein, for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the accounting principles operations of the Borrower and policies referenced in preceding clause (x), but adjusted to give its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date operations of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoUnrestricted Subsidiaries.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of except for interest on Base Rate Loans based on calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of daysdays (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Samples: Credit Agreement (Radio One, Inc.)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower US Company to the Lenders); provided that, provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial Covenants, including definitions used therein, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings and its Subsidiaries US Company referred to in Section 8.10(a) for the first sentence of Section 6.10(b) fiscal year ended December 31, 2007 and (yii) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitionsextent expressly provided herein, covenants and other provisions of this Agreement relating to the financial covenant certain calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoa pro forma basis.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (or 365/366 days including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable; provided, however, all computations of interest on Base Rate Loans based on determined by reference to the Prime Lending RateRate shall be made on the basis of a year of 365/366 days (as applicable) for the actual number of days occurring in the period for which such interest is payable.
(c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any Note is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest or fee calculation under this Agreement and any Note, and (iii) the rates of interest stipulated in this Agreement and any Note are intended to be nominal rates and not effective rates or yields.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders); provided that, provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations and all definitions (including accounting terms) used in determining compliance with the Financial CovenantsSection 10.16 and Sections 11.07 through 11.10, including definitions used thereininclusive, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical audited financial statements of Holdings referred to in Section 9.05(a) for the fiscal year ended December 31, 2014, (ii) notwithstanding anything to the contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitted a Person to value its financial liabilities at the fair value thereof and (iii) to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis. In the event of any change in GAAP (any such change, for the purpose of this Section 14.07, an “Accounting Change”) that occurs after the date of this Agreement, then the Credit Parties and the Administrative Agent, on behalf of the Lenders, agree to enter into good faith negotiations in order to amend such provisions of this Agreement so as to equitably reflect any such Accounting Change with the desired result that the criteria for evaluating the financial condition of Holdings and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles same after such Accounting Change as if such Accounting Change had not been made, and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications such an amendment shall have become effective been executed and delivered by the Credit Parties and Required Lenders, (i) all financial covenants, standards and terms in this Agreement shall be calculated and/or construed as contemplated by clause if such Accounting Change had not been made, and (yii) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant Holdings shall prepare footnotes to clause (y) of the immediately preceding proviso) in GAAP, then each certificate and the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine be delivered pursuant to Sections 10.01(a), (b), (c), and (g) hereunder that show the differences between the financial statements delivered (which reflect such Accounting Change) and the basis for calculating financial covenant compliance with the provisions referenced in clause (x) of the immediately preceding provisowithout reflecting such Accounting Change).
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Samples: Credit Agreement (STG Group, Inc.)
Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the U.S. Borrower to the LendersBanks); provided, provided that (x) except as otherwise specifically provided -------- herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 4.02, 8.14 and 9, including definitions used thereintherein shall, shall in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical December 31, 1997 financial statements of Holdings and its Subsidiaries referred the U.S. Borrower delivered to in the first sentence Banks pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to ---------------- the provisions of this Agreement, certain calculations shall be made on a Pro --- Forma Basis, (ii) to the extent compliance with any of Section 6.10(b) and (y) if, as a result of any change after 9.09 or 9.10 ----- would include periods occurring prior to the Original Effective Date or the Restatement Effective Date in GAAPDate, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso calculation shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted on a Pro Forma --- ----- Basis to give effect to the changes Original Transaction or the Transaction, as the case may be, as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to GAAP made after the Original Effective Date or the Restatement Effective Date Date, all computations determining compliance with Sections 9.09 and 9.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on or prior the operations of the U.S. Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the date operations of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoUnrestricted Subsidiaries.
(b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.09 and 9.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time).
(c) All computations of interestinterest (other than interest payable in respect of Canadian Prime Rate Loans) and Fees (other than Acceptance Fees, Commitment Commission and other Fees which shall be determined as provided in the definition thereof) hereunder shall be made on the basis actual number of days elapsed over a year of 360 days. All computations of interest payable in respect of Canadian Prime Rate Loans hereunder shall be made on the actual number of days elapsed over a year of 365 or 366 days, as the case may be.
(d) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days (or 365/366 days in 365 days, as the case of interest on Base Rate Loans may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the Prime Lending Ratecase may be, (y) for multiplied by the actual number of daysdays in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.
Appears in 1 contract
Samples: Credit Agreement (MTL Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subjectand, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the US Borrower to the Lenders), be consistently applied throughout the periods involved; provided that (xi) except to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to the extent compliance with Section 7.09 or 7.10 or the determination of any of the Adjusted Total Leverage Ratio, the Total Leverage Ratio and the Consolidated Interest Coverage Ratio would include periods occurring prior to the Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the Transaction as otherwise specifically provided hereinif same had occurred on the first day of the respective period, all computations (iii) in the case of Excess Cash Flow and any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period that ends prior to the Restatement Effective Date, all computations determining compliance with the Financial Covenants, including definitions used therein, shall utilize accounting principles Section 7.09 or 7.10 and policies in effect at the time all determinations of the preparation of, and in conformity with those used to prepareAdjusted Total Leverage Ratio, the historical Total Leverage Ratio (including as used in the definition of Applicable Rate), the Consolidated Interest Coverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iv) for purposes of calculating the Applicable Rate, financial statements ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the US Borrower and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as on a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso basis shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give without giving effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date operations of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoUnrestricted Subsidiaries.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days.
Appears in 1 contract
Samples: Credit Agreement (Compass Minerals International Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Holdings to the Lenders); provided, provided that (x) that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements of Holdings and its Subsidiaries referred delivered to the Lenders pursuant to Section 6.09, provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lendersstatements, the parties hereto Borrower shall negotiate in good faith modifications be entitled to utilize GAAP, as so modified, for purposes of such computations to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause extent that (x) the Borrower gives the Lenders 30 days' prior written notice of this proviso such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein) the sole purpose of which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Majority SMA cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that until such if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Lenders, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of Parent shall instead be accrued in the provisions referenced fiscal quarter in clause (x) of the immediately preceding provisowhich such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or 365/366 days (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of interest on Base Rate Loans based a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Computation Date preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of daysCredit Issuer of its determinations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Workflow to the Lenders); provided, provided that (xi) for purposes of determining compliance with any incurrence tests set forth in Section 8 (excluding Sections 8.09 and 8.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than Dollars) shall be converted into Dollars on the basis of the Dollar Equivalent of the respective amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate, Dollar limitation provided for therein (and to the extent the respective incurrence test regulates the aggregate amount outstanding at any time and it is expressed in terms of Dollars, all outstanding amounts originally incurred or spent in currencies other than Dollars shall be converted into Dollars on the basis of the Dollar Equivalent of the respective amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time) and (ii) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical year end financial statements of Holdings and its Subsidiaries referred to in the first sentence of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished delivered to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoSection 6j 0(b).
(b) All computations of interestinterest on Base Rate Loans, Commitment Commission Canadian Prime Rate Loans, Eurodollar Loans and other Fees (including Letter of Credit Fees and Facing Fees, but excluding 107 Acceptance Fees) hereunder shall be be, made on the basis of the actual number of days elapsed over a year of 360 days days. Acceptance Fees shall be calculated on the basis of the term of maturity of the Bankers' Acceptance and a year of 365 days.
(c) For purposes of the Interest Act (Canada), (i) whenever any interest or 365/366 days in fee under this Agreement is calculated using a rate based on a year of 360 or 365 days, as the case of interest on Base Rate Loans may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 or 365 days, as the Prime Lending Ratecase may be, (y) for multiplied by the actual number of daysdays in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360 or 365, as the case may be, (ii) the principle of deemed reinvestment of interest does not apply to any interest calculation under this Agreement, and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Company to the LendersBanks); provided that, (i) as provided that in the definition of Subsidiary, Unrestricted Subsidiaries shall not be included for any purposes of this Agreement (xincluding the computations and calculations described in the immediately succeeding clause (ii)) as Subsidiaries of the Company, (y) except as otherwise specifically provided herein, all computations of Excess Cash Flow and the Cumulative Retained Residual Excess Cash Flow Amount, and all computations determining compliance with the Financial CovenantsSections 10.03 and 10.05 through 10.11, including definitions used thereininclusive, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the historical pro forma financial statements of Holdings and its Subsidiaries referred delivered to in the first sentence of Banks pursuant to Section 6.10(b8.05(a) and (yiii) iffor purposes of determining compliance with Sections 10.10 and 11.12 only, Adjusted Consolidated EBITDA of the Company or the Unrestricted Subsidiaries, as a result the case may be, shall be determined giving pro forma effect to sales and acquisitions of any change after the Restatement Effective Date in GAAP, any change in such accounting principles Hotel Properties and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lenders, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change Acquired Businesses on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement same basis as is entered into as contemplated above provided in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (yv) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date definition of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished to the Lenders pursuant hereto shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisoPro Forma Basis contained herein.
(b) All computations of interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the 147 C/M 11752.0000 414856.1 first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the LendersBanks), provided ; PROVIDED that (x) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSections 4.02, 8.14 and 9, including definitions used thereintherein shall, shall in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical December 31, 1997 financial statements of Holdings and its Subsidiaries referred the Borrower delivered to in the first sentence Banks pursuant to Section 7.10(b); PROVIDED FURTHER, that (i) to the extent expressly required pursuant to the provisions of Section 6.10(bthis Agreement, certain calculations shall be made on a PRO FORMA Basis, (ii) and (y) ifto the extent compliance with any of Sections 9.08, as a result of any change after 9.09, 9.10 or 9.11 would include periods occurring prior to the Original Effective Date, the First Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required LendersSecond Restatement Effective Date, the parties hereto shall negotiate in good faith modifications to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso calculation shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted on a PRO FORMA Basis to give effect to the changes Original Transaction, the MTI Transaction or the Transaction (other than the ASHS Acquisition and the ASHS Acquired Subsidiaries Refinancing), as the case may be, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense and Consolidated Fixed Charges for any portion of any Test Period which ends prior to GAAP made after the Second Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAPASHS Acquisition Date, then the financial statements furnished to the Lenders pursuant hereto all computations determining compliance with Sections 9.08 and 9.10 shall be accompanied by reconciliation worksheets showing the information required to determine compliance calculated in accordance with the provisions referenced in clause (x) definition of the immediately preceding provisoTest Period contained herein.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in Canada as from time to time in effect ("Canadian GAAP") consistently applied throughout by the Canadian Parent through the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Canadian Parent to the Lenders), ) provided that (xi) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with if there is any change occurring after the Financial Covenants, including definitions used therein, shall utilize accounting principles and policies date hereof in effect at Canadian GAAP or the time of the preparation of, and in conformity with those application thereof from that used to prepare, prepare the historical financial statements of Holdings and its Subsidiaries referred the Canadian Parent delivered to in the first sentence of Lenders pursuant to Section 6.10(b) and (y) if7.05(a), as a result of any change after then the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in Borrower may notify the preparation of such financial statements occurs, then, following the request of the BorrowerAdministrative Agent, or the Administrative Agent or Required Lenders may notify the Required LendersBorrower, that the requesting party requests an amendment to one or more of the provisions to this Agreement to eliminate the effects of such changes, in which case the parties hereto shall negotiate in good faith modifications to agree upon and approve the definitionsrequested amendment (and shall use commercially reasonable efforts to agree thereon within 90 days) and, covenants unless and other provisions until such amendment is executed and delivered in accordance with the requirements of this Agreement relating to the financial covenant calculations required to be made under Agreement, then this Agreement and all computations and all definitions (including accounting terms) used in order determining the Applicable Margins, Excess Cash Flow and compliance with Sections 4 and 9 shall use Canadian GAAP as used to reflect prepare the impact and the projected impact of such change on the consolidated historical financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity statements with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment), provided further, that until such time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) in GAAP, then the financial statements furnished Canadian Parent delivered to the Lenders pursuant hereto to Section 7.05(a) until the respective amendment has been adopted, (ii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be accompanied by reconciliation worksheets showing the information required to determine made on a Pro Forma Basis, (iii) for purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the provisions referenced extent incurred or expended in clause a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of exchange rates (xas quoted by a source satisfactory to the Administrative Agent) as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding at any time and it is expressed in terms of U.S. Dollars, all outstanding amounts originally -175- incurred or spent in currencies other than U.S. Dollars shall be converted into U.S. Dollars on the basis of the immediately preceding provisoexchange rates (as quoted by a source satisfactory to the Administrative Agent) as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding at any time) and (iv) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Canadian Parent and its Restricted Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest, B Term Loan Commitment Commission, RL Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/366 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of daysdays (including the first day but excluding the last day) occurring in the period for which such interest, B Term Loan Commitment Commission, RL Commitment Commission or Fees are payable. For the purposes of this Agreement, whenever any interest is calculated on the basis of a period of time other than a calendar year, the annual rate of interest to which each rate of interest determined pursuant to such calculation is equivalent for the purposes of the Interest Act (Canada) is such rate as so determined multiplied by the actual number of days in the calendar year in which the same is to be ascertained and divided by the number of days used in the basis of such determination.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower to the Lenders); provided, provided that (x) that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the historical financial statements for the fiscal quarter of Holdings the Borrower ended March 31, 2002 delivered to the Lenders under, and its Subsidiaries referred as defined in, the First Amended and Restated Credit Agreement pursuant to Section 7.01(b) thereof, provided that in the first sentence event GAAP shall be modified from that in effect at the time of Section 6.10(b) and (y) if, as a result of any change after the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, or the Administrative Agent or the Required Lendersstatements, the parties hereto Borrower shall negotiate in good faith modifications be entitled to utilize GAAP, as so modified, for purposes of such computations to the definitions, covenants and other provisions of this Agreement relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y), then from and after the date thereof the computations pursuant to preceding clause extent that (x) the Borrower gives the Lenders 30 days' prior written notice of this proviso such proposed modification and (y) prior thereto the Borrower and the Majority SMA shall have agreed upon adjustments, if any, to Sections 8.03(g), 8.04(l), 8.05, 8.07 and 8.08 (and the definitions used therein), the sole purpose of which shall be made in conformity with the accounting principles and policies referenced in preceding clause (x), but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date such proposed change (it being understood and on or prior agreed that to the date of extent that the respective Borrower and the Majority SMA cannot agree on appropriate adjustments to such amendmentSections (or that no adjustments are necessary), the proposed change may not be effected); and provided further, that until such if at any time as any modifications have become effective as contemplated by clause the computations determining compliance with Section 8 (yand the definitions used therein) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto to this Agreement, such financial statements shall be accompanied by reconciliation worksheets showing work-sheets. Notwithstanding the information required to determine foregoing, for purposes of the computations determining compliance with the provisions referenced in clause (x) Section 8, all expenses and other charges arising from any settlement of tobacco liability which are required by GAAP to be retroactively applied to a previous fiscal quarter of the immediately preceding provisoBorrower shall instead be accrued in the fiscal quarter in which such expenses and charges occur.
(b) All computations of interest, Commitment Commission interest and other Fees hereunder shall be made on the basis actual number of days elapsed over a year of 360 days days.
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in a currency other than U.S. dollars, shall be made by converting same into U.S. dollars at (x) if a Currency Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Currency Agreement, provided that this clause (x) shall not be applicable (I) unless the Administrative Agent has received sufficient information from the Borrower to determine the exchange rate established by such Currency Agreement and the duration thereof, or 365/366 days (II) to any determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, (y) in the case of interest on Base Rate Loans based a determination of the Borrower's obligation to reimburse in U.S. dollars a Drawing under a Letter of Credit denominated in a currency other than U.S. dollars, the spot exchange rate for the currency in question of the Letter of Credit Issuer on the Prime Lending Ratedate of such Drawing or (z) if the provisions of the foregoing clauses (x) and (y) are not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the actual number currency in question calculated by the Administrative Agent on the last Business Day of daysthe month then last ended preceding the date on which any such determination is being made and at such other times as the Administrative Agent elects to make such determination, it being understood that the Administrative Agent shall have no obligation to make any such other determinations. The Administrative Agent will promptly notify the Borrower and each Letter of Credit Issuer of its determinations hereunder.
Appears in 1 contract
Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (subject, in the case of quarterly financial statements, to year end adjustments and the absence of footnotes and except as set forth in the notes thereto, if any, thereto or as otherwise disclosed in writing by the Borrower Parent to the Lenders), provided that (x) that, except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining compliance with the Financial CovenantsSection 8, including definitions used therein, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the June 30, 2003 historical financial statements of Holdings and its Subsidiaries referred Parent delivered to the Lenders pursuant to Section 6.10, but shall not give effect to (i) adjustments in the first sentence of Section 6.10(b) and (y) if, component amounts required or permitted by APB 16 or 17 as a result of the Recapitalization, provided that in determining gains and losses from the sale or disposition of assets such adjustment shall be given effect, (ii) amortization of intangible assets resulting from the Recapitalization, and (iii) the amortization or write-off of any change after expenses incurred in connection with the Restatement Effective Date in GAAP, any change in such accounting principles and policies used in the preparation of such financial statements occurs, then, following the request of the Borrower, Recapitalization or the Administrative Agent or financing thereof, provided that the Required Lenderscomputations under Section 8 may utilize FAS 96, the parties hereto but shall negotiate in good faith modifications not give effect to the definitions, covenants and other provisions of this Agreement any cumulative effect adjustment relating to the financial covenant calculations required to be made under this Agreement in order to reflect the impact and the projected impact of such change on the consolidated financial position and results of operations of Holdings and its Subsidiaries (and if an amendment to this Agreement is entered into as contemplated above in this clause (y)adoption thereof, then from and after the date thereof the computations pursuant to preceding clause (x) of this proviso shall be made in conformity with the accounting principles and policies referenced in preceding clause (x)and, but adjusted to give effect to the changes to GAAP made after the Restatement Effective Date and on or prior to the date of the respective such amendment)provided, provided further, that until such if at any time as any modifications have become effective as contemplated by clause (y) of the immediately preceding proviso, if there has been any change after the Restatement Effective Date (or the date of the last amendment effected pursuant to clause (y) of the immediately preceding proviso) computations determining compliance with Section 8 utilize accounting principles different from those utilized in GAAP, then the financial statements furnished to the Lenders pursuant hereto Lenders, such financial statements shall be accompanied by reconciliation worksheets showing the information required to determine compliance with the provisions referenced in clause (x) of the immediately preceding provisowork-sheets.
(b) All computations Whenever calculated on the basis of interestthe Prime Rate component of the ABR, Commitment Commission interest and other Fees hereunder fees shall be made calculated on the basis of a year of 360 days 365- (or 365/366 days in 366-, as the case of interest on Base Rate Loans based on the Prime Lending Ratemay be) day year for the actual number days elapsed; otherwise, interest and fees shall be calculated on the basis of daysa 360-day year for the actual days elapsed. Any change in the interest rate on a Loan resulting from a change in the Alternate Base Rate or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change in the Alternate Base Rate is announced or such change in the Eurocurrency Reserve Requirements becomes effective, as the case may be.
Appears in 1 contract
