Change in GAAP. Upon written notice to the Administrative Agent, Holdings, the Borrower and the Restricted Subsidiaries may elect to apply IFRS, in lieu of GAAP, which change shall take effect at the end of such fiscal quarter or year specified by the Borrower and in which case all accounting terms (including financial ratios and other financial calculations for the test period then ended and all subsequent periods) required to be submitted pursuant to this Agreement shall be prepared in conformity with IFRS. As of such effective date, at the request of the Borrower the Administrative Agent shall enter into and is hereby authorized by the Lenders to enter into an amendment to this Agreement which shall provide for and give effect to the change in GAAP.
Change in GAAP. If any change in accounting principles used in the preparation of the most recent financial statements referred to in Section 5.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of FASB or the American Institute of Certified Public Accountants (or any successor thereto) and such change is adopted by an Obligor with the agreement of its independent public accountants and results in a change in any of the calculations required by Article VI had such accounting change not occurred, the parties hereto agree to promptly enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Obligors shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VI shall be given effect until such provisions are amended to reflect such changes in GAAP.
Change in GAAP. Upon written notice to the Administrative Agent, Holdings, the Borrowers and the Restricted Subsidiaries may elect to apply generally accepted accounting principles in the United States, as in effect from time to time (“U.S. GAAP”), in lieu of GAAP, which change shall take effect at the end of such fiscal quarter or year specified by the Borrowers and in which case all accounting terms (including financial ratios and other financial calculations for the Test Period then ended and all subsequent periods) required to be submitted pursuant to this Agreement shall be prepared in conformity with U.S. GAAP. As of such effective date, at the request of the Borrowers the Administrative Agent shall enter into and is hereby authorized by the Lenders to enter into an amendment to this Agreement which shall provide for and give effect to the change in GAAP.
Change in GAAP. (a) Except as otherwise provided in this Agreement, all computations and determinations as to accounting or financial matters and all financial statements to be delivered pursuant to this Agreement shall be made and prepared in accordance with GAAP (including principles of consolidation where appropriate applied on a Consistent Basis), and all accounting or financial terms shall have the meanings ascribed to such terms by GAAP.
(b) If there shall occur any change in GAAP after the Closing Date, the Borrower shall give written notice thereof to the Agent and the Lenders promptly, and in any event within fifteen (15) days after the effective date of any such change in GAAP, which notice shall be effective upon receipt and shall (i) describe in detail the nature of such required change and its impact on (X) the financial statements required to be delivered pursuant to Section 9.1 ----------- hereof, and (Y) the effect on calculation of any financial covenants contained herein or determination of compliance with any other terms or conditions hereof insofar as they relate to financial or accounting matters, and (ii) be accompanied by a covenant compliance certificate in the form of Exhibit T, --------- signed by an Authorized Representative and showing the computations therein provided, after giving effect to the required change in GAAP, for the same fiscal period of the Borrower and its Subsidiaries for which a compliance certificate required under Section 9.1(a)(ii) or 9.1(b)(ii), as the ------------------ ---------- case may be, has most recently theretofore been delivered.
(c) In the event that, in the judgment of the Agent, the change in GAAP shall materially affect the calculation of any financial covenant or other determination of compliance with any term or condition contained herein insofar as it relates to financial or accounting matters so as to distort the intended economic effect of any such covenant, term or condition, then the provisions of GAAP without giving effect to such change shall continue to be utilized for all purposes of such covenants, terms and provisions unless the Required Lenders shall otherwise consent.
Change in GAAP. If any change in accounting principles used in the preparation of the most recent financial statements referred to in Section 5.1 is hereafter required or permitted by the rules, regulations, pronouncements and opinions of the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto) and such change is adopted by the Borrower or Group, as the case may be, with the agreement of its independent public accountants and results in a change in any of the calculations required by Article VI had such accounting change not occurred, the parties hereto agree to promptly enter into good faith negotiations in order to amend such provisions so as to equitably reflect such change with the desired result that the criteria for evaluating compliance with such covenants by the Borrower or Group, as the case may be, shall be the same after such change as if such change had not been made; provided, however, that no change in GAAP that would affect a calculation that measures compliance with any covenant contained in Article VI shall be given effect until such provisions are amended to reflect such changes in GAAP.
Change in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Lender will so request, the Lender and the Borrower will negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Lender); provided that, until so amended, (a) such ratio or requirement will continue to be computed in accordance with GAAP prior to such change therein, and (b) the Borrower will provide to the Lender financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Change in GAAP. In the event of any change in GAAP required by the promulgation of any rule, regulation, opinion or other pronouncement of FASB or if applicable, the Securities and Exchange Commission (or any successor to either of them), and such change affects in the method of calculating the financial covenants or any of the defined terms used therein, then the Borrower and the New Term Lenders agree to negotiate in good faith to amend the affected provisions of this Credit Agreement as necessary so that the covenant levels and/or the criteria for evaluating the consolidated financial condition of the Borrower and its Subsidiaries as set forth in the financial covenants shall be the same as if such change in generally accepted accounting principles had not occurred.
Change in GAAP. In the event of any change in generally accepted accounting principles after the date hereof which would affect the computation of any covenant, ratio or other requirement set forth in any Loan Document, then upon the request of Borrower or the Administrative Agent, Initial Borrower and the Administrative Agent shall negotiate promptly, diligently and in good faith in order to amend the provisions of the Loan Documents such that such covenant, ratio or other requirement shall continue to provide substantially the same tests or restrictions of Borrower as in effect prior to such accounting change, as determined by the Required Lenders in their good faith judgment. Until such time as such amendment shall have been executed and delivered by Borrower, the Administrative Agent and the Required Lenders, such covenants, ratio and other requirements, and all financial statements and other documents required to be delivered under the Loan Documents, shall be calculated and reported as if such change had not occurred.
Change in GAAP. In the event of any change in generally accepted accounting principles required by the promulgation of any rule, regulation, opinion or other pronouncement of the Financial Accounting Standards Board or if applicable, the Securities and Exchange Commission (or any successor to either of them), and such change affects in the method of calculating the financial covenants or any of the defined terms used therein, then the Borrower and the Lenders agree to negotiate in good faith to amend the affected provisions of this Credit Agreement as necessary so that the covenant levels and/or the criteria for evaluating the consolidated financial condition of Holdings, the Borrower and the Subsidiary Loan Parties as set forth in the financial covenants shall be the same as if such change in generally accepted accounting principles had not occurred. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 134
Change in GAAP. Should any Loan Party be using GAAP with regard to reporting of its financial condition, then if at any time any change in GAAP would affect the computation of any covenant (including the computation of any financial covenant), Borrower and Lender shall negotiate (or cause to be negotiated) in good faith to amend such covenant to preserve its original intent in light of such change; provided, that, until so amended, (i) such covenant shall continue to be computed in accordance with the application of GAAP prior to such change and (ii) Borrower shall provide (or shall cause to be provided) to Lender a written reconciliation in form and substance reasonably satisfactory to Lender, between calculations of such covenant made before and after giving effect to such change in GAAP.
