Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
Appears in 14 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Changes in GAAP. If Unless the Borrower shall otherwise have provided the notice set forth in the next sentence, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentDocument (including, without limitation, the adoption of International Financial Reporting Standards by U.S. companies), and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding any other provision to the foregoingcontrary herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption obligations of any proposals set forth in Person that are or would have been treated as operating leases for purposes of GAAP prior to the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required effectiveness of FASB ASC 842 shall continue to be so treated under GAAP accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Closing Datefact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capital lease obligations in the financial statements.
Appears in 12 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (Telephone & Data Systems Inc /De/)
Changes in GAAP. Except to the extent disclosed in the footnotes to the financial statements delivered pursuant to Section 7.01, the Borrower will provide a written summary of material changes in GAAP applicable to it and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.01. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, all terms leases shall continue to be classified and accounted for on a basis consistent with that under GAAP as of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above.
Appears in 11 contracts
Samples: Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.), Credit Agreement (Lamb Weston Holdings, Inc.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms when determining the amount of an accounting or financial nature used herein Capital Lease Obligations, such determination shall be construedmade in accordance with GAAP; provided that, and all computations subject to amendments to this Agreement as contemplated in this clause (b) addressing the impact of amounts and ratios referred any such change, for purposes of defining Capital Lease Obligations, operating leases that are required to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date reclassified as Capital Leases as a result of a change in GAAP shall remain classified as operating leases and shall not be included within the adoption definition of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateCapital Lease Obligations.
Appears in 8 contracts
Samples: Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.), Credit Agreement (Bojangles', Inc.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result election under Statement of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, 159 (or any other proposals issued by the Financial Accounting Standards Board in connection therewithStandard having a similar result or effect) to value any Indebtedness or other liabilities of Holdings, in each case if such change would require treating the Borrower or any lease (or similar arrangement conveying the right to use) Subsidiary at “fair value”, as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedefined therein.
Appears in 6 contracts
Samples: Credit Agreement (SWIFT TRANSPORTATION Co), Guarantee and Collateral Agreement (SWIFT TRANSPORTATION Co), Credit Agreement (SWIFT TRANSPORTATION Co)
Changes in GAAP. If at any time any change in GAAP would affect or any changes in accounting principles or practices from those used in the computation preparation of the financial statements are hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor thereto or agencies with similar functions), which results in a material change in the method of accounting in the financial ratio statements required to be furnished to the Administrative Agent hereunder or requirement set forth in any Loan Documentthe calculation of financial covenants, standards or terms contained in this Agreement, and either the Borrower Company or the Required Lenders shall will so request, the Administrative Agent, the Lenders and the Borrower shall Company 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall will continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall Company will provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to this Agreement notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above.
Appears in 6 contracts
Samples: Credit Agreement (Starbucks Corp), 364 Day Credit Agreement (Starbucks Corp), Credit Agreement (Starbucks Corp)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, 2016-02 Leases (Topic 840842), issued by the Financial Accounting Standards Board on August 17, 2010in February 2016, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to useuse an asset) as a capital or financing lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
Appears in 5 contracts
Samples: Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.), Credit Agreement (Apple Hospitality REIT, Inc.)
Changes 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 Parent Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to foregoing (i) any change to changes in GAAP occurring after following the Closing Date as in whether a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not is required to be so treated under GAAP as capitalized shall be disregarded for purposes of any financial ratio or limitation in effect this Agreement and (ii) for purposes of determining compliance with any covenant (including the computation of any financial covenant) contained herein, Indebtedness of the Borrower and its Subsidiaries shall be deemed to be carried at 100% of the outstanding principal amount thereof, and the effects of FASB ASC 825 and FASB ASC 470-20 on the Closing Datefinancial liabilities shall be disregarded.
Appears in 5 contracts
Samples: Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.), Credit Agreement (Leslie's, Inc.)
Changes 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 Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Agent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary contained in this Section 1.03 or the definition of “Capital Lease Obligations”, in the event of a change in GAAP requiring all terms of an accounting or financial nature used herein leases to be capitalized, only those leases that would have constituted Capital Leases on the Closing Date (assuming for purposes hereof that such leases were in existence on the Closing Date) shall be construedconsidered Capital Leases, and all computations of amounts calculations and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, deliverables under this Agreement or any other proposals issued by Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Financial Accounting Standards Board Administrative Agent in connection therewith, in each case if accordance with the terms of this Agreement after the date of such change would require treating any lease (or similar arrangement conveying in GAAP shall contain a schedule showing the right adjustments necessary to use) as a capital lease where reconcile such lease (or similar arrangement) was not required to be so treated under financial statements with GAAP as in effect on the Closing Dateimmediately prior to such change).
Appears in 5 contracts
Samples: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Ascent Industries Co.), Credit Agreement (Lifecore Biomedical, Inc. \De\)
Changes 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 Administrative Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Administrative Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, all terms of an accounting or financial nature used herein terms, ratios and calculations shall be construed, and all computations of amounts and ratios referred to herein shall be made, determined without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases Codification 842 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board in connection therewith, in each case if such change would require treating Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) was not required to be so would have been treated as an operating lease under GAAP as in effect on immediately prior to the Closing Dateeffectiveness of the Accounting Standards Codification 842.
Appears in 5 contracts
Samples: Credit Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp), Term Loan Agreement (Potlatchdeltic Corp)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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; provided further that, the Borrower may notify the Administrative Agent of any change in GAAP relating to leases that affects the way such financial ratios or requirements are calculated and elect to calculate such ratios or requirements after taking into account such change, but once Borrower has made such election, it may not change the way it calculates such ratios or requirements without the consent of the Required Lenders. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above.
Appears in 4 contracts
Samples: Credit Agreement (Suburban Propane Partners Lp), Credit Agreement (Suburban Propane Partners Lp), Security Agreement (Suburban Propane Partners Lp)
Changes in GAAP. If Other than as expressly set forth herein, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Credit Document, and either the Borrower Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Obligors shall 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 Required Lenders); provided that, until so amended, (ia) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iib) the Borrower Agent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested by Agent hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoingany other provision contained herein, all terms items of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to in GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed proposed Accounting Standards Update, Leases (Topic 842): a revision of the 2010 proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17May 16, 20102013, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if and to the extent any such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease Capital Lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
Appears in 4 contracts
Samples: Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.), Credit Agreement (Calumet Specialty Products Partners, L.P.)
Changes 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 Company or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything else set forth herein, (i) any lease that was or would have been treated as an operating lease under GAAP as in effect on the foregoing, Closing Date that would become or be treated as a capital lease solely as a result of a change in GAAP after the Closing Date shall always be treated as an operating lease for all terms purposes and at all times under this Agreement and (ii) the determination of whether a lease is to be treated as an accounting operating lease or financial nature used herein capital lease shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any change in accounting for leases pursuant to GAAP occurring after resulting from the Closing Date as a result implementation of the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on December 31, 2015; provided that, upon the Closing Daterequest of the Administrative Agent, the Company shall nonetheless provide to the Administrative Agent and the Lenders 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.
Appears in 4 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Changes 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 Ultimate Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Ultimate Parent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Ultimate Parent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything in this Agreement or any other Loan Document to the foregoingcontrary, all terms of an accounting or financial nature used herein shall leases will be construedaccounted for, and all calculations, ratios and computations of amounts and ratios referred with respect to herein shall leases contained in this Agreement will be madecomputed with respect to each lease, without giving effect to any change to GAAP occurring after the Closing Date date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on the Closing Datedate hereof.
Appears in 4 contracts
Samples: Assignment and Assumption (Warner Chilcott LTD), Assignment and Assumption (Warner Chilcott LTD), Assignment and Assumption (Warner Chilcott LTD)
Changes in GAAP. Issuer will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly financial statement delivered in accordance with Section 7.01. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Note Document, and either the Borrower Issuer or the Required Lenders Purchasers shall so request, the Administrative Agent, the Lenders Purchasers and the Borrower Issuer shall 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 Required LendersPurchasers); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Issuer shall provide to the Administrative Agent and the Lenders Purchasers 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. Notwithstanding the foregoingany other provision contained in this Agreement, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption implementation of any proposals set forth in the Proposed Accounting Standards UpdateASU 2016-02, Leases (Topic 840), 842) issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprior to such change.
Appears in 3 contracts
Samples: Note Purchase Agreement (Terran Orbital Corp), Note Purchase Agreement (Tailwind Two Acquisition Corp.), Note Purchase Agreement (Tailwind Two Acquisition Corp.)
Changes in GAAP. Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly financial statement delivered in accordance with Section 7.01. 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingany other provision contained in this Agreement, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring before or after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateASU 2016-02, Leases (Topic 840), 842) issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprior to such change.
Appears in 3 contracts
Samples: Credit Agreement (Biocryst Pharmaceuticals Inc), Credit Agreement (Biocryst Pharmaceuticals Inc), Credit Agreement (Cti Biopharma Corp)
Changes 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 Credit Document, and either the Borrower or the Required Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Parent shall 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 Required Requisite Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Parent shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Credit 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein in Section 8 shall be made, without giving effect to any change election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to GAAP occurring after value any Indebtedness or other liabilities of any Credit Party or any Subsidiary of any Credit Party at “fair value.” Anything in this Credit Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date as a result of the adoption of any proposals set forth or entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right to usewould not be) as a capital lease where such lease (or similar arrangement) was not required to be so treated classified and accounted for as a Capital Lease on the balance sheet of such Person under GAAP as in effect on at the Closing Datetime such lease is entered into shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after such lease is entered into; provided that all payments under any such lease continue to be treated as an expense for calculating Consolidated Net Income.
Appears in 3 contracts
Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing; provided further that all accounting terms, all terms of an accounting or financial nature used herein ratios and calculations shall be construed, and all computations of amounts and ratios referred to herein shall be made, determined without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases Codification 842 (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standards Board in connection therewith, in each case if such change would require treating Standard having a similar result or effect) (and related interpretations) to the extent any lease (or similar arrangement conveying the right to use) would be required to be treated as a capital lease thereunder where such lease (or similar arrangement) was not required to be so would have been treated as an operating lease under GAAP as in effect on immediately prior to the Closing Dateeffectiveness of the Accounting Standards Codification 842, provided that the Company shall provide to the Administrative Agent and the Lenders financial statements and other documents reasonably requested by the Administrative Agent and the Lenders setting forth a reconciliation between calculations of such ratio or requirement made in accordance with GAAP and made without giving effect to Account Standards Codification 842.
Appears in 3 contracts
Samples: Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc), Credit Agreement (Benchmark Electronics Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall shall, for the four fiscal quarters following such change, provide to the Administrative Agent and the Lenders 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. Notwithstanding If, in connection with the foregoingadoption by the Borrower of the standards set forth in Financial Accounting Standards Board Accounting Standards Codification 842, all the Administrative Agent and the Borrower (x) identify a defect hereto or (y) determine that an amendment relating to the provisions hereof with respect to the treatment of leases in terms of an accounting or financial nature used herein is required to give effect to the terms of this Agreement in connection with the application of such standard, this Agreement may be amended by an agreement in writing entered into by the Administrative Agent and the Borrower to cure such defect or amend any applicable provisions (and the Lenders party to this Agreement hereby authorize such amendment and, subject to the immediately following proviso, shall be construeddeemed to have consented to such amendment), provided that such amendment shall only be effective to amend the provisions hereof if (i) the Lenders shall have received at least five Business Days’ prior written notice thereof, together with a copy thereof, and all computations of amounts and ratios referred to herein (ii) the Administrative Agent shall be madenot have received, without giving effect to any change to GAAP occurring after the Closing Date as a result within five Business Days of the adoption date of any proposals set forth in such notice to the Proposed Accounting Standards UpdateLenders, Leases (Topic 840), issued by a written notice from the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by Required Lenders stating that the Financial Accounting Standards Board in connection therewith, in each case if Required Lenders object to such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateamendment.
Appears in 3 contracts
Samples: Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.), Credit Agreement (Ross Stores, Inc.)
Changes 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 Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP in effect prior to such change therein in GAAP and (ii) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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. Notwithstanding In addition, the foregoing, all terms of an accounting or financial nature used herein shall be construed, ratios and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals related definitions set forth in the Proposed Accounting Standards UpdateLoan Documents shall be computed to exclude the application of ASC 815, Leases ASC 480, ASC 606, ASC 718 or ASC 505-50 (Topic 840), issued by to the Financial Accounting Standards Board on August 17, 2010, extent that the pronouncements in ASC 718 or any other proposals issued by the Financial Accounting Standards Board ASC 505-50 result in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) recording an equity award as a liability on the consolidated balance sheet of Holdings, the Borrowers and the Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). For purposes of calculations made pursuant to the terms of this Agreement, GAAP will be deemed to treat operating leases and capital lease where such lease (or similar arrangement) was not required to be so treated leases in a manner consistent with their current treatment under GAAP generally accepted accounting principles as in effect on the Initial Closing Date, notwithstanding any modifications or interpretive changes thereto that may occur thereafter.
Appears in 3 contracts
Samples: Assignment and Assumption (Project Angel Parent, LLC), Credit Agreement (Project Angel Parent, LLC), Credit Agreement (Project Angel Parent, LLC)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS or the election by the Administrative Borrower to adopt IFRS as provided in the last sentence of this subsection (b)) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein (or adoption of IFRS) and (iiB) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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 GAAPGAAP (or adoption of IFRS). Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of provided for above. If the adoption of any proposals set forth in Administrative Borrower notifies the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not Administrative Agent that it is required to be report under IFRS or has elected to do so treated through an early-adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Administrative Borrower cannot elect to report under GAAP as in effect on the Closing DateU.S. generally accepted accounting principles).
Appears in 3 contracts
Samples: Credit Agreement (Alexion Pharmaceuticals Inc), Credit Agreement (Alexion Pharmaceuticals Inc), Credit Agreement (Alexion Pharmaceuticals Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, regardless of whether any such request by the Borrower or the Required Lenders is made before or after such change to GAAP, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary contained herein or in any other Loan Documents, all terms (a) any lease that is treated as an operating lease for purposes of GAAP as of the date hereof shall not be treated as Indebtedness, Attributable Indebtedness, or Synthetic Lease Obligation, or as a capital lease and shall continue to be treated as an accounting or financial nature used herein operating lease (and any future lease, if it were in effect on the date hereof, that would be treated as an operating lease for purposes of GAAP as of the date hereof shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date treated as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840an operating lease), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such for purposes of this Agreement and the other Loan Documents, notwithstanding any actual or proposed change would require treating any lease (or similar arrangement conveying in GAAP after the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedate hereof.
Appears in 3 contracts
Samples: Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc), Credit Agreement (Total System Services Inc)
Changes 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 Company or the Required Lenders shall so request, the Administrative Agent, the Required Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything else set forth herein, (i) any lease that was or would have been treated as an operating lease under GAAP as in effect on the foregoing, Closing Date that would become or be treated as a capital lease solely as a result of a change in GAAP after the Closing Date shall always be treated as an operating lease for all terms purposes and at all times under this Agreement and (ii) the determination of whether a lease is to be treated as an accounting operating lease or financial nature used herein capital lease shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to any change in accounting for leases pursuant to GAAP occurring after resulting from the Closing Date as a result implementation of the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on December 31, 2015; provided that, the Closing DateCompany shall nonetheless provide to the Administrative Agent and the Lenders 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.
Appears in 3 contracts
Samples: Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc), Credit Agreement (Asbury Automotive Group Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to If at any time any change to GAAP occurring after in GAAP, as reflected in an annual report on Form 10‑K or in a quarterly report on Form 10‑Q following an audit or review, as the Closing Date as a result case may be, of the adoption financial statements of Parent and its Subsidiaries by their accountants, would cause a re‑characterization of operating leases of Parent and its Subsidiaries as Capitalized Leases, the Borrower shall have the right, exercised by providing written notice to the Administrative Agent, to elect to ignore such re‑characterization for the purposes of the calculation of any proposals set forth in financial ratios and the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated definition of Indebtedness under GAAP as in effect on the Closing Datethis Agreement.
Appears in 3 contracts
Samples: Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp), Credit Agreement (Dennys Corp)
Changes in GAAP. Except to the extent disclosed in the footnotes to the financial statements delivered pursuant to Section 7.01, the Borrower will provide a written summary of material changes in GAAP applicable to it and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.01. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above.
Appears in 3 contracts
Samples: Credit Agreement (WHITEWAVE FOODS Co), Credit Agreement (Dean Foods Co), Credit Agreement (WHITEWAVE FOODS Co)
Changes in GAAP. If If, at any time 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 Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and therein, (ii) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, and (iii) all liability amounts shall be determined excluding any liability relating to any operating lease, all terms of an accounting or financial nature used herein asset amounts shall be construeddetermined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all computations of interest amounts and ratios referred to herein shall be made, without giving effect to determined excluding any change to GAAP occurring after the Closing Date as deemed interest comprising a result portion of the adoption of fixed rent payable under any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithoperating lease, in each case if of the foregoing, to the extent that such change liability, asset, amortization or interest, as the case may be, pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would require treating any lease (or similar arrangement conveying the right to use) not have been accounted for as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.December 31, 2015
Appears in 3 contracts
Samples: Credit Agreement (Public Service Co of New Hampshire), Credit Agreement, Credit Agreement (Connecticut Light & Power Co)
Changes 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 Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing; provided, further, that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed election under Accounting Standards Update, Leases Codification 000-00-00 (Topic 840), issued by the previously referred to as Statement of Financial Accounting Standards Board on August 17, 2010, 159) (or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar arrangement conveying result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datefull stated principal amount thereof.
Appears in 3 contracts
Samples: Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc), Credit Agreement (Sandridge Energy Inc)
Changes 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 Required Lenders (or, in the case of a change affecting the computation of only the Consolidated Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio, or both, the Required Pro Rata Facilities Lenders) shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders (or, in the case of a change affecting the computation of only the Consolidated Interest Coverage Ratio, the Consolidated Total Net Leverage Ratio, or both, the Required Pro Rata Facilities Lenders)); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements (subject to the exceptions noted in clause (a) above) for all terms purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding anything to the contrary contained herein or any reference to determination in accordance with GAAP, all obligations of any Person that are treated as an accounting operating lease (and any future leases and the Xxxxxx Lease), shall continue to be or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date treated as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, an operating lease in each case if for purposes of this Agreement (including all financial definitions and calculations of financial covenants), notwithstanding the fact that such change would require treating any lease obligations are required by GAAP (or similar arrangement conveying the right to useimplementation thereof) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as capitalized lease obligations in effect on the Closing Datefinancial statements.
Appears in 3 contracts
Samples: Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc), Credit Agreement (Ii-Vi Inc)
Changes in GAAP. If at any time any change in GAAP or SAP or any change in accounting treatment or practices required or authorized by any Governmental Authority, as applicable, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or SAP or required by any Governmental Authority, as applicable (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior or SAP, as applicable, without giving effect to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 GAAPGAAP or SAP or required by any Governmental Authority, as applicable. . (c) Notwithstanding anything to the foregoingcontrary contained in this Agreement (including paragraph (a) or (b) above or in the definition of “Capital Leases”), all terms in the event of an accounting or financial nature used herein change requiring any leases that would not previously have been capitalized in conformity with GAAP on December 31, 2015 to be capitalized, only those leases (assuming for purposes hereof that such leases were in existence on December 31, 2015) that would constitute Capital Leases in conformity with GAAP on December 31, 2015 shall be construedconsidered Capital Leases, and all computations of amounts calculations and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, deliverables under this Agreement or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document shall be made or delivered, as applicable, in accordance therewith. (in each case if such change would require treating any lease (or similar arrangement conveying case, other than with respect to the right to use) as a capital lease where such lease (or similar arrangement) was not financial statements required to be so treated under GAAP as in effect on the Closing Datedelivered hereunder). Section 1.04.
Appears in 2 contracts
Samples: Credit Agreement (Fidelity National Financial, Inc.), Credit Agreement (Fidelity National Financial, Inc.)
Changes in GAAP. If at any time time, any change in GAAP (and transition methods related thereto) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower Company shall 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 Required Lenders)GAAP; provided that, if such an amendment is so requested, then until so amended, (i) in respect of periods starting from the first full fiscal quarter commencing after such request for an amendment, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) if requested by the Borrower Required Lenders, the Company shall provide to the Administrative Agent and the Lenders Lenders, with respect to calculations of financial statements and other documents covenant compliance required under this Agreement or as reasonably requested hereunder setting forth a in respect of periods starting from the first full fiscal quarter commencing after such request for reconciliation between calculations information by the Required Lenders, reconciliation schedules FIFTH AMENDED AND RESTATED CREDIT AGREEMENT 38 prepared in good faith that materially approximate the estimated impact of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the foregoingcontrary, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (1) any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010accounting under GAAP for lease transactions, or any for notes receivable, equity method investments or other proposals issued by the Financial Accounting Standards Board in connection therewithequity investments that require xxxx-to-market adjustments through net income, will, in each case if such change would require treating case, be disregarded for purposes of computing the Leverage Ratio and determining compliance with any other covenant under the Loan Documents, and (2) any lease (or similar arrangement conveying the right to use) obligation that is not recorded as a capital finance lease where such lease (under ASC Topic 842 shall not constitute Indebtedness or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateDebt for Borrowed Money.
Appears in 2 contracts
Samples: Credit Agreement (Marriott International Inc /Md/), Credit Agreement (Marriott International Inc /Md/)
Changes 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 (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to GAAP occurring after value any Indebtedness or other liabilities of the Borrower or any Subsidiary of the Borrower at “fair value”, as defined therein. Anything in this Agreement to the contrary notwithstanding, any obligation of a Person under a lease (whether existing as of the Closing Date as a result of the adoption of any proposals set forth or entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right would not be) required to use) be classified and accounted for as a capital lease where on the balance sheet of such lease (or similar arrangement) was not required to be so treated Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in or (y) changes in the application of, GAAP after the Closing Date; provided that all payments under any such lease shall continue to be treated as an expense for purposes of calculating Consolidated Net Income.
Appears in 2 contracts
Samples: Credit Agreement (Teladoc, Inc.), Credit Agreement (Sucampo Pharmaceuticals, Inc.)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders (or, in the case of a change affecting the computation of only the Consolidated Fixed Charge Coverage Ratio, the Required Pro Rata Facilities Lenders) shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders or, in the case of an amendment affecting only the Consolidated Fixed Charge Coverage Ratio, the Required Pro Rata Facilities Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above.
Appears in 2 contracts
Samples: Credit Agreement (Compass Group Diversified Holdings LLC), Credit Agreement (Compass Group Diversified Holdings LLC)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a written reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided further that such reconciliation shall be required to be provided only for the four fiscal quarters following such change. Notwithstanding Without limiting the foregoing, all terms including for the purpose of an accounting or financial nature used herein calculating the Consolidated Total Leverage Ratio, leases shall be construed, classified and all computations of amounts and ratios referred to herein shall be made, accounted for on a basis consistent with that reflected in the Audited Financial Statements (i.e. without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateUpdate 2016-02, Leases (Topic 840842)) for all purposes of this Agreement, issued by notwithstanding any change in GAAP relating thereto, unless the Financial Accounting Standards Board on August 17parties hereto shall enter into a mutually acceptable amendment addressing such changes, 2010as provided for above. For the avoidance of doubt, or any other proposals issued by changes in GAAP shall include both changes adopted after the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying date hereof and changes adopted prior to the right date hereof and first made effective as to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateLoan Parties after the date hereof.
Appears in 2 contracts
Samples: Term Loan Agreement (Hasbro, Inc.), Term Loan Agreement (Hasbro, Inc.)
Changes 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 Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. The Borrower shall deliver to the Administrative Agent and each Lender at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Section 5.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above and (ii) a reasonable estimate of the effect on the financial statements on account of such changes in application. Notwithstanding anything to the foregoingcontrary contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to the extent that any change to in GAAP occurring after the Closing Date as a result of the adoption of results in any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010lease which is, or any other proposals issued by would be, classified as an operating lease under GAAP as it exists on the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) Closing Date being classified as a capital lease where under revised GAAP, such lease (or similar arrangement) was not required change in classification of leases from operating leases to capital leases shall be so treated under GAAP as in effect on the Closing Dateignored for purposes of this Credit Agreement.
Appears in 2 contracts
Samples: Credit Agreement and Waiver (Bravo Brio Restaurant Group, Inc.), Credit Agreement (Bravo Brio Restaurant Group, Inc.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms All obligations of an accounting any Person that are or financial nature used herein shall would be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to characterized as operating lease obligations in accordance with GAAP occurring after on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, whether or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if not such change would require treating any operating lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as obligations were in effect on such date) shall continue to be accounted for as operating lease obligations (and not as capitalized lease obligations) for purposes of this Agreement regardless of any change in GAAP following the Closing DateDate that would otherwise require such obligations to be recharacterized (on a prospective or retroactive basis or otherwise) as capitalized lease obligations.
Appears in 2 contracts
Samples: Assignment and Assumption (Tech Data Corp), Credit Agreement (Tech Data Corp)
Changes 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 Parent or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Parent shall 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 Required Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Parent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing; provided, further, that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed election under Accounting Standards Update, Leases Codification 000-00-00 (Topic 840), issued by the previously referred to as Statement of Financial Accounting Standards Board on August 17, 2010, 159) (or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar arrangement conveying result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datefull stated principal amount thereof.
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp), Credit Agreement (Amplify Energy Corp)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used any provision contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in accordance with GAAP prior to the date of Parent’s adoption of ASC 842 (or any other ASC having a similar result or effect) (and related interpretations) (whether or not such lease was not required to be so treated under GAAP as in effect on such date) shall not constitute an obligation under a Capital Lease, and any such lease shall be, for all purposes of this Agreement and the Closing Dateother Loan Documents, treated as though it were reflected on Parent’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to Parent’s adoption of ASC 842.
Appears in 2 contracts
Samples: Abl Credit Agreement (U.S. Well Services, Inc.), Abl Credit Agreement (U.S. Well Services, Inc.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required LendersLenders and the Borrower); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding any other provision contained herein, any lease that is treated as an operating lease for purposes of GAAP as of the foregoingdate hereof shall continue to be treated as an operating lease (and any future lease, all terms if it were in effect on the date hereof, that would be treated as an operating lease for purposes of an accounting or financial nature used herein GAAP as of the date hereof shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date treated as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840an operating lease), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such for purposes of this Agreement, notwithstanding the effectiveness of any change would require treating any lease (or similar arrangement conveying in GAAP after the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedate hereof.
Appears in 2 contracts
Samples: Loan Credit Agreement (Devon Energy Corp/De), Credit Agreement (Devon Energy Corp/De)
Changes 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 (x) MKS or (y) within thirty (30) days after delivery of any financial statements reflecting any change in GAAP (or after the Borrower Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to in GAAP occurring before or after the Closing Date that would require lease obligations that would be characterized as a result operating leases as of the adoption Term Loan Closing Date to be classified and accounted for as capital leases, finance leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any proposals set forth covenant contained herein, such obligations shall be treated in the Proposed Accounting Standards Updatesame manner as operating leases are treated as of the Term Loan Closing Date and the foregoing reconciliation shall not be required. It is understood and agreed that, Leases (Topic 840)with respect to fiscal periods commencing on or after January 1, issued by 2018, the Financial Accounting Standards Board impact of FASB ASC 606 and FASB ASC 340-40 on August 17revenue recognition and amortization of associated costs and expenses shall be given effect for all purposes under this Agreement, 2010, or any other proposals issued by and the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was foregoing reconciliation shall not required to be so treated under GAAP as in effect on the Closing Daterequired.
Appears in 2 contracts
Samples: Abl Credit Agreement (MKS Instruments Inc), Assignment and Assumption (MKS Instruments Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a written reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided further that such reconciliation shall be required to be provided only for the four fiscal quarters following such change. Notwithstanding Without limiting the foregoing, all terms including for the purpose of an accounting or financial nature used herein calculating the Consolidated Total Leverage Ratio, leases shall continue to be construed, classified and all computations of amounts and ratios referred to herein shall be made, accounted for on a basis consistent with that reflected in the Audited Financial Statements (i.e. without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateUpdate 2016-02, Leases (Topic 840842)) for all purposes of this Agreement, issued by notwithstanding any change in GAAP relating thereto, unless the Financial Accounting Standards Board on August 17parties hereto shall enter into a mutually acceptable amendment addressing such changes, 2010as provided for above. For the avoidance of doubt, or any other proposals issued by changes in GAAP shall include both changes adopted after the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying date hereof and changes adopted prior to the right date hereof and first made effective as to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateLoan Parties after the date hereof.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Mattel Inc /De/), Revolving Credit Agreement (Mattel Inc /De/)
Changes 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 Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders 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. In furtherance of the foregoing, at the request of the Lead Borrower, the Lead Borrower, the Agent and the Lenders agree to negotiate in good faith any such amendment addressing the impact of changes in GAAP upon the covenants (financial or otherwise) at no cost to the Loan Parties other than the reimbursement of the Agent’s costs and expenses as contemplated by Section 10.04(a). Notwithstanding the foregoing, all terms of an accounting or financial nature used covenants contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be madecalculated, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed election under Accounting Standards Update, Leases Codification 825 (Topic 840or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof (“ASC 825”), issued by provided that to the Financial Accounting Standards Board on August 17extent any financial statements delivered hereunder are prepared giving effect to ASC 825, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if Lead Borrower shall provide to the Agent a reconciliation of such change would require treating any lease (or similar arrangement conveying the right financial statements without giving effect to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateASC 825.
Appears in 2 contracts
Samples: Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) except with respect to the Specified GAAP Change, the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding ; provided further that, with respect to the foregoingSpecified GAAP Change, on and following January 1, 2019 (and solely with respect to any period following January 1, 2019), all terms of an accounting or financial nature used herein ratios and requirements set forth in any Loan Document shall be construed, and all computations of amounts and ratios referred to herein shall be made, without computed after giving effect to any change to the Specified GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued Change and all financial statements and other documents delivered by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by Borrower with respect to such period shall be prepared after giving effect to the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under Specified GAAP as in effect on the Closing DateChange.
Appears in 2 contracts
Samples: Credit Agreement (Sequential Brands Group, Inc.), First Lien Credit Agreement (Sequential Brands Group, Inc.)
Changes 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 (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result election under Statement of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, 159 (or any other proposals issued by the Financial Accounting Standards Board in connection therewithStandard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any of its Restricted Subsidiaries at “fair value”, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedefined therein.
Appears in 2 contracts
Samples: Credit Agreement (Medassets Inc), Credit Agreement (Medassets Inc)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so requestrequest in a written notice to the Administrative Agent, the Administrative Agent, the Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior without giving effect to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement and the other Loan Documents 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. Notwithstanding ; provided further that for purposes of calculating the foregoingcovenants under this Agreement or any other Loan Document, all terms any obligations of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after a Person under a lease (whether existing on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease entered into thereafter) that is not (or similar arrangement conveying the right to usewould not be) as a capital lease where such lease (or similar arrangement) was not required to be so treated under classified and accounted for as a capitalized lease on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Closing DateDate shall not be treated as a capitalized lease pursuant to this Agreement or the other Loan Documents solely as a result of (x) the adoption of changes in GAAP after the Closing Date (including, for the avoidance of doubt, any changes in GAAP as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended from time to time)) or (y) changes in the application of GAAP after the Closing Date (including the avoidance of doubt, any changes as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended from time to time)).
Appears in 2 contracts
Samples: Credit Agreement (Mohawk Industries Inc), Credit Agreement (Mohawk Industries Inc)
Changes 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 Credit Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary in any Credit Document, all terms it is understood and agreed that, for purposes of an accounting or financial nature used herein shall this Agreement and the other Credit Documents, the determination of whether a lease is required to be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date accounted for as a result of Capital Lease in the adoption financial statements of any proposals set forth Person or for purposes of any financial covenants, basket amounts, ratios and definitions contained herein or in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by Credit Document or for any other purpose under the Financial Accounting Standards Board in connection therewithCredit Documents shall, in each case if such change would require treating any lease (or similar arrangement conveying the right case, be made by reference to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on December 31, 2018, and any change in GAAP after December 31, 2018 that results in any lease which is, or would be, classified as an operating lease under GAAP as it exists on December 31, 2018 being classified as a Capital Lease or a financial lease, as applicable, under GAAP at any time thereafter (regardless of when such lease is entered into) shall be ignored for all purposes under the Closing DateCredit Documents, including in respect of all financial covenants, basket amounts, ratios and definitions contained herein or in any other Credit Document.
Appears in 2 contracts
Samples: Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP in effect prior to such change therein in GAAP and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding In addition, the foregoing, all terms of an accounting or financial nature used herein shall be construed, ratios and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals related definitions set forth in the Proposed Accounting Standards UpdateLoan Documents shall be computed to exclude the application of ASC 815, ASC 480, ASC 718 or ASC 505-50 (to the extent that the pronouncements in ASC 718 or ASC 505-50 result in recording an equity award as a liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). Notwithstanding any other provision contained herein, unless the Borrower has requested an amendment pursuant to this Section 1.03(b) with respect to the treatment of operating leases and Capital Leases (Topic 840)under GAAP and until such amendment has become effective, issued all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on August 17February 25, 2010, or any other proposals issued by the Financial 2016 of an Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Update (or similar arrangement conveying the right to use“ASU”) as a capital lease where such lease (or similar arrangement) was not required shall continue to be so treated under GAAP accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Closing Datefact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Leases in the financial statements to be delivered pursuant to Section 6.01.
Appears in 2 contracts
Samples: Senior Secured Second Lien Credit Agreement (Dynatrace Holdings LLC), Senior Secured First Lien Credit Agreement (Dynatrace Holdings LLC)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms Any amendment of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, this Agreement or any other proposals issued by the Financial Accounting Standards Board Loan Document, at any time, with regard to any such change in GAAP shall be effected without, in connection therewith, (a) the Borrower or any Guarantor being obligated to pay any fee, (b) any increase in each case if such change would require treating the Applicable Rate or (c) any lease (other increase in the consideration then payable by the Borrower or similar arrangement conveying any Guarantor pursuant to this Agreement or any other Loan Document. Without limiting the right to use) as a capital lease where such lease (or similar arrangement) was not required foregoing, leases shall continue to be so treated under classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as in effect on the Closing Dateprovided for above.
Appears in 2 contracts
Samples: Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Piedmont Natural Gas Co Inc)
Changes in GAAP. If Unless the Borrower shall otherwise have provided the notice set forth in the next sentence, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan DocumentDocument (including, without limitation, the adoption of International Financial Reporting Standards by U.S. companies), and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding any other provision to the foregoingcontrary herein, upon notice from the Borrower to the Administrative Agent, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change changes to, or modification of GAAP with respect to GAAP occurring after FASB ASC 840-20 which would require the capitalization of leases characterized as “operating leases” as of the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case would be so characterized if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as had been in effect on the Closing DateDate).all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the effectiveness of FASB ASC 842 shall continue to be accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the fact that such obligations are required in accordance with FASB ASC 842 (on a prospective or retroactive basis or otherwise) to be treated as capital lease obligations in the financial statements.
Appears in 2 contracts
Samples: Credit Agreement (Telephone & Data Systems Inc /De/), Credit Agreement (United States Cellular Corp)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary herein, (i) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on the Restatement Date shall not be treated as a capital lease solely as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009, and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be me made, without giving effect to any change to GAAP occurring after the Closing Date as a result election xxxxxx Statement of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, 159 (or any other proposals issued by the Financial Accounting Standards Board in connection therewithStandard having a similar result or effect) to value any Indebtedness or other liabilities of Parent or any of its Subsidiaries at “fair value”, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedefined therein.
Appears in 2 contracts
Samples: Loan Credit Agreement (Remy International, Inc.), Loan Credit Agreement (Fidelity National Financial, Inc.)
Changes 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 Parent or the Required Majority Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Parent shall 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 Required Majority Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Parent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing; provided, further, that all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, made without giving effect to (i) any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed election under Accounting Standards Update, Leases Codification 800-00-00 (Topic 840), issued by the previously referred to as Statement of Financial Accounting Standards Board on August 17, 2010, 159) (or any other proposals issued by the Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar arrangement conveying result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datefull stated principal amount thereof.
Appears in 2 contracts
Samples: Credit Agreement (Amplify Energy Corp.), Credit Agreement (Amplify Energy Corp.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower shall 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 Required LendersLenders and the Borrower); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding If at any time any change in the foregoinginterpretation of GAAP following an audit or review, as the case may be, of the financial statements of the Borrower by the Borrower’s accountants, would cause a re-characterization of operating leases of the Borrower and its Subsidiaries as Capitalized Leases, the Borrower shall have the right, exercised by providing written notice to the Administrative Agent, to elect to ignore such re-characterization for all terms of an accounting or financial nature used herein shall be construedpurposes under this Agreement, and all computations of amounts and ratios referred to herein shall be madeincluding, without giving effect to limitation, the calculation of any financial ratios and the definition of Indebtedness. In addition, if at any time any change to in GAAP occurring after the Closing Date as would cause a result re-characterization of operating leases of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010Borrower and its Subsidiaries as Capitalized Leases, or any other proposals issued by cause such operating leases to be accounted for as Capitalized Leases, the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying Borrower shall have the right to use) elect, exercised by providing written notice to the Administrative Agent, to ignore such re-characterization or accounting change and to continue to treat such leases as a capital lease where such lease (or similar arrangement) was not required to be so treated operating leases for all purposes under GAAP as in effect on this Agreement, including, without limitation, the Closing Datecalculation of any financial ratios and the definition of Indebtedness.
Appears in 2 contracts
Samples: Credit Agreement (Wendy's Co), Credit Agreement (Wendy's Restaurants, LLC)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used any provision contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in accordance with GAAP prior to the date of the Parent’s adoption of ASC 842 (or any other ASC having a similar result or effect) (and related interpretations) (whether or not such lease was not required to be so treated under GAAP as in effect on such date) shall not constitute an obligation under a Capital Lease, and any such lease shall be, for all purposes of this Agreement and the Closing Dateother Loan Documents, treated as though it were reflected on the Parent’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to the Parent’s adoption of ASC 842.
Appears in 2 contracts
Samples: Credit Agreement (U.S. Well Services, Inc.), Credit Agreement (U.S. Well Services, Inc.)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP in effect prior to such change therein in GAAP and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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 immediately before and immediately after giving effect to such change in GAAP. Notwithstanding In addition, the foregoing, all terms of an accounting or financial nature used herein shall be construed, ratios and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals related definitions set forth in 63 the Proposed Accounting Standards UpdateLoan Documents shall be computed to exclude the application of ASC 815, ASC 480, ASC 718, ASC 606 or ASC 505-50 (to the extent that the pronouncements in ASC 718 or ASC 505-50 result in recording an equity award as a liability on the consolidated balance sheet of Holdings, the Borrower and the Restricted Subsidiaries in the circumstance where, but for the application of the pronouncements, such award would have been classified as equity). Notwithstanding any other provision contained herein, unless the Borrower has requested an amendment pursuant to this Section 1.03(b) with respect to the treatment of operating leases and Capital Leases (Topic 840)under GAAP and until such amendment has become effective, issued all obligations of any Person that are or would have been treated as operating leases for purposes of GAAP prior to the issuance by the Financial Accounting Standards Board on August 17February 25, 2010, or any other proposals issued by the Financial 2016 of an Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Update (or similar arrangement conveying the right to use“ASU”) as a capital lease where such lease (or similar arrangement) was not required shall continue to be so treated under GAAP accounted for as operating leases for purposes of all financial definitions and calculations for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Closing Datefact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as Capital Leases in the financial statements to be delivered pursuant to Section 6.01.
Appears in 1 contract
Changes 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 Credit Document, and either the Borrower Representative or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower Loan Parties shall 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 Required LendersLenders and the Loan Parties); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Representative shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything in this Agreement or any other Credit Document to the foregoingcontrary, all terms leases and obligations of an accounting any Person that are or financial nature used herein shall would be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to characterized as operating leases or operating lease obligations in accordance with GAAP occurring after on the Closing Date as a result of (whether or not such operating lease or operating lease obligations were in effect on such date) shall continue to be (or shall be, in the adoption case of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, such leases or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was obligations not required to be so treated under GAAP as in effect on the Closing Date) accounted for as operating leases and operating lease obligations (and not as capital leases, finance leases or Capitalized Lease Obligations) for all purposes under this Agreement and the other Credit Documents, regardless of any change in GAAP following the Closing Date that would otherwise require such leases to be treated or recharacterized as capital leases or finance leases or such obligations to be treated or recharacterized (on a prospective or retroactive basis or otherwise) as finance lease obligations or Capitalized Lease Obligations and without giving effect to the implementation of FASB ASU No. 2016-02, Leases (Topic 842).
Appears in 1 contract
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to If at any time any change to GAAP occurring after in GAAP, as reflected in an annual report on Form 10-K or in a quarterly report on Form 10-Q following an audit or review, as the Closing Date as a result case may be, of the adoption financial statements of Parent and its Subsidiaries by their accountants, would cause a re-characterization of operating leases of Parent and its Subsidiaries as Capitalized Leases, the Borrower shall have the right, exercised by providing written notice to the Administrative Agent, to elect to ignore such re-characterization for the purposes of the calculation of any proposals set forth in financial ratios and the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated definition of Indebtedness under GAAP as in effect on the Closing Datethis Agreement.
Appears in 1 contract
Samples: Credit Agreement (Dennys Corp)
Changes 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 Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoingforegoing and notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect in a manner such that any obligations relating to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithlease that, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under accordance with GAAP as in effect on the Closing Effective Date, would be accounted for by the Borrowers as an operating lease shall be accounted for as obligations relating to an operating lease and not as Capitalized Lease Obligations (and shall not constitute Indebtedness hereunder).
Appears in 1 contract
Changes 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 Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoingforegoing and notwithstanding any other provisionNotwithstanding anything to the contrary contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect in a manner such that any obligations relating to aabove, in the definition of “Attributable Indebtedness” or in the definition of “Capital Lease Obligation,” at the time any change determination thereof is to GAAP occurring after be made, the Closing Date as applicable amount shall be the amount of liability in respect of a result of capital lease (“finance lease” following the Lead Borrower’s adoption of any proposals set forth in the Proposed Accounting Standards UpdateCodification Topic 842 Leases, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if ASC 842) that would at such change would require treating any lease (or similar arrangement conveying the right time be required to use) be capitalized and reflected as a capital lease where such lease (or similar arrangement) was not required to be so treated under that,on a balance sheet prepared in accordance with GAAP as in effect on the Closing Effective Date, would be accounted for by the Borrowers as an operating lease shall be accounted for as obligations relating to an operating lease and not as Capitalized. Any finance lease or similar obligations that would not constitute a finance lease prior to the Lead Borrower’s adoption of Accounting Standards Codification Topic 842 Leases, ASC 842, shall be deemed not to represent Capital Lease Obligations (and shall not constituteor Indebtedness hereunder).
Appears in 1 contract
Changes in GAAP. The Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly financial statement delivered in accordance with Section 7.01. 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto or the Closing Date application thereof, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprovided for above. Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Appears in 1 contract
Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Second Lien Loan Document, and either the Borrower Loan Party Representative or the Required Lenders shall so request, the Second Lien Administrative Agent, the Second Lien Lenders and the Borrower Holdings shall 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 Required Lenders); provided, however, that if any change in GAAP would affect any comparable computation of any financial ratio or requirement set forth in any Senior Loan Document and the Loan Parties and the Senior Lenders have entered into an amendment, modification, waiver or consent under the Senior Loan Documents in respect of such change, then such amendment, modification, waiver or consent shall also apply automatically to any comparable provision of this Agreement, in each case, without the Consent of any Second Lien Lender and without any action by the Second Lien Administrative Agent, the Loan Party Representative or any Loan Party (and in the case of any such change in GAAP occurring prior to the Final Senior Termination Date, this Agreement shall not be otherwise amended in respect of such change, except as permitted under the Senior Credit Agreement); and provided further that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Loan Parties shall provide to the Second Lien Administrative Agent and the Second Lien Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
Appears in 1 contract
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to foregoing if at any time any change in GAAP would require operating leases or real estate leases to be capitalized, the GAAP occurring after treatment of operating and real estate leases on the Closing Date as a result shall continue to apply for purposes of this Agreement and the other Loan Documents, including for purposes of the adoption definitions of any proposals set forth in “Consolidated EBITDA”, “Consolidated Interest Charges” and “Consolidated Funded Indebtedness” and the Proposed Accounting Standards Update, Leases (Topic 840), issued by calculation of the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated financial covenants under GAAP as in effect on the Closing Datethis Agreement.
Appears in 1 contract
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so requestrequest in a written notice to the Administrative Agent, the Administrative Agent, the Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior without giving effect to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement and the other Loan Documents 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. Notwithstanding ; provided further that for purposes of calculating the foregoingcovenants under this Agreement or any other Loan Document, all terms any obligations of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after a Person under a lease (whether existing on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease entered into thereafter) that is not (or similar arrangement conveying the right to usewould not be) as a capital lease where such lease (or similar arrangement) was not required to be so treated under classified and accounted for as a capitalized lease on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Closing Date.Date shall not be treated as a capitalized lease pursuant to this Agreement or the other Loan Documents solely as a result of (x) the adoption of changes in GAAP after the Closing Date (including, for the avoidance of doubt, any changes in GAAP as set forth in the FASB exposure draft issued on May 16, 2013 (as the same may be amended from time to time)) or (y) changes in the application of GAAP after the Closing Date (including the avoidance of doubt, any changes as set forth in the FASB exposure draft issued on May 16, 2013 (as the same may be amended from time to time)).1
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Changes 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 Documentthe Transaction Documents, and either the Borrower Master Servicer, the Issuer, the Transferor or the Required Lenders Indenture Trustee, at the direction of the Majority Holders, shall so request, the Administrative AgentMaster Servicer, the Lenders Issuer, the Transferor and the Borrower Indenture Trustee shall 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 Required Lenders)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Master Servicer shall provide to the Administrative Agent Issuer, the Transferor and the Lenders Indenture Trustee financial statements and other documents required under this Agreement the Transaction Documents or as reasonably requested hereunder under the Transaction Documents setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP; provided, however, if the Master Servicer, the Issuer, the Transferor and the Indenture Trustee are not able to agree to an amendment of such ratio or requirement by the thirtieth (30th) day after the receipt by the applicable party of such request, then from and after such thirtieth (30th) day, (i) none of the Master Servicer, the Issuer, the Transferor and the Indenture Trustee shall be required to negotiate in good faith in respect of such change in GAAP, and (ii) such ratio or requirement shall be computed in accordance with the Transaction Documents in conformity with GAAP as then in effect as of the Closing Date. Notwithstanding anything to the foregoingcontrary herein, all terms leases of an accounting any Person that are or financial nature used herein shall would be construed, and all computations of amounts and ratios referred characterized as operating leases in accordance with GAAP immediately prior to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, wither or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if not such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as operating leases were in effect on such date) shall continue to be accounted for as operating leases (and not as capital leases) for purposes of this rule of construction regardless of any change in GAAP following the Closing DateDate that would otherwise require such leases to be re-characterized as capital leases.
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Changes 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 Required Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Requisite Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingforegoing or the definition of “Capitalized Leases”, all terms only those leases (assuming for purposes hereof that such leases were in existence on the Second Restatement Date) that would constitute Capitalized Leases (including leases that are classified as “Financing Leases” for purposes of an accounting or financial nature used herein GAAP) in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be construedconsidered Capitalized Leases hereunder or under any other Loan Document, and all computations of amounts calculations and ratios referred to herein deliverables under this Agreement or any other Loan Document shall be mademade or prepared, as applicable, in accordance therewith; provided that all financial statements required to be provided hereunder may, at the option of the Borrower, be prepared in accordance with GAAP without giving effect to any change to GAAP occurring after the Closing Date as a result foregoing treatment of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateCapitalized Leases.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Audited Financial Statements for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without giving effect to notwithstanding any change to in GAAP occurring after relating thereto, unless the Closing Date parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. For the avoidance of doubt, any “capitalized lease obligation” as a result of the adoption of ASC 842 shall be excluded from Indebtedness for purposes of this Agreement so long as any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was creating such “capitalized lease obligation” would not required to be so treated have been capitalized under GAAP as in effect on the Closing Date.
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Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio ratio, requirement or requirement other covenant set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio ratio, requirement or requirement covenant to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio ratio, requirement or requirement covenant shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, requirement or requirement covenant made before and after giving effect to such change in GAAP. Notwithstanding ; provided, further, that for purposes of calculating the foregoingratios, all terms requirements or covenants under this Agreement or any other Loan Document, any obligations of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after a Person under a lease (whether existing on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease entered into thereafter) that is not (or similar arrangement conveying the right to usewould not be) as a capital lease where such lease (or similar arrangement) was not required to be so treated under classified and accounted for as a Capital Lease on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Closing DateDate shall not be treated as a Capital Lease or Indebtedness pursuant to this Agreement or the other Loan Documents solely as a result of (x) the adoption of changes in GAAP after the Closing Date (including, for the avoidance of doubt, any changes in GAAP as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended or supplemented from time to time)), or (y) changes in the application of GAAP after the Closing Date (including for the avoidance of doubt, any changes as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended or supplemented from time to time)).
Appears in 1 contract
Samples: Term Loan Agreement (Flextronics International Ltd.)
Changes 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 Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Agent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding (c) All defined terms used in the foregoing, all terms calculation of an accounting or financial nature used herein Consolidated Fixed Charge Coverage Ratio hereof shall be construedcalculated on a historical pro forma basis giving effect (by inclusion or exclusion, and all computations as applicable), during any period of amounts and ratios referred measurement that includes any Acquisition permitted by Section 8.13 or any Disposition permitted by Section 8.05(e) or 8.05(h), to herein the actual historical results of the Person so acquired or Person or assets disposed of, as applicable, which calculation shall include only adjustments as are permitted under Regulation S-X of the SEC or as otherwise reasonably satisfactory to the Administrative Agent. (d) Any pro forma calculation of the Consolidated Fixed Charge Coverage Ratio shall be made (i) as if all Indebtedness incurred or repaid or Acquisition or Investments made at the time of such measurement had been incurred or repaid or made, without giving effect to any change to GAAP occurring after as applicable, on the Closing Date as a result first day of the adoption of any proposals set forth in Measurement Period most recently ended for which the Proposed Accounting Standards Update, Leases Borrower Agent has delivered (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or were required to deliver) financial statements pursuant to Section 7.01(a) or 7.01(b) and (ii) pro forma for any other proposals issued by element of the Financial Accounting Standards Board in connection therewith, in each case if such change relevant transaction that would require treating any lease (or similar arrangement conveying affect the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.calculation of Consolidated Fixed Charge Coverage Ratio. 43 #500021837_v16
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Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Loan Parties shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary herein, (i) any obligations of a Person under a lease (whether existing now or entered into in the future) that is not (or would not be) required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP as in effect on the Restatement Date shall not be treated as a capital lease solely as a result of the adoption of changes in GAAP outlined by the Financial Accounting Standards Board in its press release dated March 19, 2009, and (ii) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be me made, without giving effect to any change to GAAP occurring after the Closing Date as a result election xxxxxx Statement of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, 159 (or any other proposals issued by the Financial Accounting Standards Board in connection therewithStandard having a similar result or effect) to value any Indebtedness or other liabilities of Parent or any of its Subsidiaries at “fair value”, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Datedefined therein.
Appears in 1 contract
Samples: Term B Loan Credit Agreement (Remy International, Inc.)
Changes 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 Representative or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Borrowers shall 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 Required LendersLenders in their reasonable discretion); provided that, until so amended, (i) such Senior Secured Term Loan Credit Agreement among Kosmos Energy LTD., Kosmos Energy GOM Holdings, LLC, Kosmos Energy Gulf of Mexico Operations, LLC, the other Guarantors party hereto, the Initial Lenders, and CLMG Corp. dated as of September 30, 2020 Page 41 of 146 US 7362483v.35 ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Representative shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used any provision contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in accordance with GAAP prior to the date of the Parent’s adoption of ASC 842 (or any other ASC having a similar result or effect) (and related interpretations) (whether or not such lease was not required to be so treated under GAAP as in effect on such date) shall not constitute an obligation under a Capital Lease, and any such lease shall be, for all purposes of this Agreement and the Closing Dateother Loan Documents, treated as though it were reflected on the Parent’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to the Parent’s adoption of ASC 842.
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Changes 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 Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Agent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary contained in this Section 1.03 or the definition of “Capital Lease Obligations”, all terms leases of an accounting any Person that are or financial nature used herein shall would be construedcharacterized as operating leases in accordance with GAAP on December 31, and all computations of amounts and ratios referred to herein shall be made, 2018 (without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateASU No. 2016-02, Leases (Topic 840842)), issued by the Financial Accounting Standards Board on August 17, 2010, whether or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if not such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as operating leases were in effect on such date, shall continue to be treated as operating leases (and not capital leases) for purposes of determining the Closing Dateamount of any Indebtedness and Consolidated Indebtedness under this Agreement, regardless of any change in GAAP or the application of GAAP by the Company after the date of this Agreement that would otherwise require such leases to be recharacterized as capital leases or finance leases.
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Changes 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 Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Agent shall provide to the Administrative Agent and the Lenders 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. Notwithstanding (c) All defined terms used in the foregoing, all terms calculation of an accounting or financial nature used herein Consolidated Fixed Charge Coverage Ratio hereof shall be construedcalculated on a historical pro forma basis giving effect (by inclusion or exclusion, and all computations as applicable), during any period of amounts and ratios referred measurement that includes any Acquisition permitted by Section 8.13 or any Disposition permitted by Section 8.05(e) or 8.05(h), to herein the actual historical results of the Person so acquired or Person or assets disposed of, as applicable, which calculation shall include only adjustments as are permitted under Regulation S-X of the SEC or as otherwise reasonably satisfactory to the Administrative Agent. (d) Any pro forma calculation of the Consolidated Fixed Charge Coverage Ratio shall be made (i) as if all Indebtedness incurred or repaid or Acquisition or Investments made at the time of such measurement had been incurred or repaid or made, without giving effect to any change to GAAP occurring after as applicable, on the Closing Date as a result first day of the adoption of any proposals set forth in Measurement Period most recently ended for which the Proposed Accounting Standards Update, Leases Borrower Agent has delivered (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or were required to deliver) financial statements pursuant to Section 7.01(a) or 7.01(b) and (ii) pro forma for any other proposals issued by element of the Financial Accounting Standards Board in connection therewith, in each case if such change relevant transaction that would require treating any lease (or similar arrangement conveying affect the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.calculation of Consolidated Fixed Charge Coverage Ratio. 43 119482860_14 #193013499_v7
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Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required LendersLenders and the Borrower); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result treatment of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on December 31, 2015, as a result of the Closing Dateeffectiveness of the Financial Accounting Standards Board Accounting Standards Codification 842 (or any other Accounting Standards Codification having a similar result or effect) and related interpretations.
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Changes 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 Note Document, and either the Borrower Issuer or the Required Lenders Purchasers shall so request, the Administrative Agent, the Lenders Purchasers and the Borrower Issuer shall 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 Required LendersPurchasers); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Issuer shall provide to the Administrative Agent and the Lenders Purchasers 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. Notwithstanding the foregoingany other provision contained in this Agreement, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring before or after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateASU 2016-02, Leases (Topic 840), 842) issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Dateprior to such change.
Appears in 1 contract
Samples: Convertible Note and Warrant Purchase Agreement (Terran Orbital Corp)
Changes 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 (x) the Borrower or (y) within thirty (30) days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to in GAAP occurring after the Closing Date that would require lease obligations that would be characterized as a result operating leases as of the adoption Closing Date to be classified and accounted for as capital leases, finance leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any proposals set forth covenant contained herein, such obligations shall be treated in the Proposed Accounting Standards Updatesame manner as operating leases are treated as of the Closing Date and the foregoing reconciliation shall not be required. It is understood and agreed that, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect commencing on the Closing Amendment No. 5 Effective Date, for all fiscal periods commencing on or after January 1, 2018, the impact of FASB ASC 606 and FASB ASC 340-40 on revenue recognition and amortization of associated costs and expenses shall be given effect for all purposes under this Agreement and the foregoing reconciliation shall not be required.
Appears in 1 contract
Changes 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 (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to GAAP occurring after value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein. Anything in this Agreement to the contrary notwithstanding , any obligation of a Person under a lease (whether existing as of the Closing Date as a result of the adoption of any proposals set forth or entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right would not be) required to use) be classified and accounted for as a capital lease where on the balance sheet of such lease (or similar arrangement) was not required to be so treated Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date; provided that all payments under any such lease shall continue to be treated as an expense for purposes of calculating Consolidated Net Income.
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Changes in GAAP. Except to the extent disclosed in the footnotes to the financial statements delivered pursuant to Section 7.01, the Borrower will provide a written summary of material changes in GAAP applicable to it and in the consistent application thereof with each annual and quarterly Compliance Certificate delivered in accordance with Section 7.01. If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, all terms of an accounting or financial nature used herein leases shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required continue to be so treated classified and accounted for on a basis consistent with that under GAAP as of the Original Closing Date for all purposes of this Agreement, notwithstanding any change in effect on GAAP relating thereto, unless the Closing Date.parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. (c)
Appears in 1 contract
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding ; provided, further, that, for purposes of Sections 7.07 and 7.08, (i) the foregoing, all terms effect of an accounting or financial nature used herein any changes to GAAP shall be construedeliminated without the need for an amendment as referenced above, and all computations of amounts such calculations shall continue to be computed in accordance with GAAP prior to such change therein and ratios referred to herein (ii) non-cash asset impairment and goodwill charges shall be madeexcluded. For purposes of determining compliance with any covenant contained herein, without giving effect to any change to GAAP occurring after the Closing Date as whether a result of the adoption of any proposals set forth in the Proposed Accounting Standards Updatelease constitutes a CHAR1\1534066v6 capital lease, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where and whether obligations arising under such lease (or similar arrangement) was not are required to be so treated under capitalized on the balance sheet of the lessee thereunder and/or recognized as interest expense in such lessee’s financial statements, shall be determined in accordance with GAAP as in effect on the Closing DateDecember 31, 2016 notwithstanding any modification or interpretive change occurring thereafter.
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Changes 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 (x) the Borrower or (y) within 30 days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change election under Statement of Financial Accounting Standards 159 (or any other Financial Accounting Standard having a similar result or effect) to GAAP occurring after value any Indebtedness or other liabilities of the Borrower or any subsidiary at “fair value”, as defined therein. Anything in this Agreement to the contrary notwithstanding , any obligation of a Person under a lease (whether existing as of the Closing Date as a result of the adoption of any proposals set forth or entered into in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease future) that is not (or similar arrangement conveying the right would not be) required to use) be classified and accounted for as a capital lease where on the balance sheet of such lease (or similar arrangement) was not required to be so treated Person under GAAP as in effect on the Closing Date shall not be treated as a Capital Lease solely as a result of (x) the adoption of any changes in, or (y) changes in the application of, GAAP after the Closing Date; provided that all payments under any such lease shall continue to be treated as an expense for purposes of calculating Consolidated Net Income.
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Changes 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 Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding anything to the foregoingcontrary contained above, all terms in the definition of an accounting “Attributable Indebtedness” or financial nature used herein shall be construed, and all computations in the definition of amounts and ratios referred “Capital Lease Obligation,” at the time any determination thereof is to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as applicable amount shall be the amount of liability in respect of a result of capital lease (“finance lease” following the Lead Borrower’s adoption of any proposals set forth in the Proposed Accounting Standards UpdateCodification Topic 842 Leases, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if ASC 842) that would at such change would require treating any lease (or similar arrangement conveying the right time be required to use) be capitalized and reflected as a capital lease where such on a balance sheet prepared in accordance with GAAP. Any finance lease (or similar arrangement) was obligations that would not required constitute a finance lease prior to the Lead Borrower’s adoption of Accounting Standards Codification Topic 842 Leases, ASC 842, shall be so treated under GAAP as in effect on the Closing Date.deemed not to represent Capital Lease Obligations or Indebtedness. 1.04
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Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption obligations of any proposals set forth in Person that are or would have been treated as operating leases for purposes of GAAP prior to the Proposed Accounting Standards Update, Leases (Topic 840), issued issuance by the Financial Accounting Standards Board on August 17February 25, 2010, or any other proposals issued by the Financial 2016 of an Accounting Standards Board in connection therewith, in each case if such change would require treating any lease Update (or similar arrangement conveying the right to use“ASU”) as a capital lease where such lease (or similar arrangement) was not required shall continue to be so treated under GAAP accounted for as operating leases for purposes of all financial definitions, calculations and covenants for purpose of this Agreement (whether or not such operating lease obligations were in effect on such date) notwithstanding the Closing Datefact that such obligations are required in accordance with the ASU (on a prospective or retroactive basis or otherwise) to be treated as capitalized lease obligations in accordance with GAAP.
Appears in 1 contract
Samples: Credit Agreement (Zynga Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required LendersLenders except as otherwise provided in Section 12.01(d)); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingIn addition, all terms leases of an accounting the Consolidated Parties (whether of real or financial nature used herein shall be construed, and all computations of amounts and ratios referred personal property) that are not or would not have been characterized as capital leases in accordance with GAAP as in effect prior to herein shall be made, without giving effect to Accounting Standards Update No. 2016-02, Leases (Topic 842) (whether or not such leases were in effect on such date) shall not be accounted for as capital leases for purposes of the Loan Documents regardless of any change to in GAAP occurring after the Closing Date (including as a result of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateUpdate No. 2016-02, Leases (Topic 840842), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if ) following such change date that would otherwise require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required leases to be so treated under GAAP recharacterized as in effect on the Closing Datecapital leases.
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Changes in GAAP. If at any time any change in GAAP or the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Agent shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (ii) the Borrower Borrowers shall provide to the Administrative Agent and the Lenders 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. Notwithstanding GAAP or the application thereof.; provided further that, without limiting the generality of the foregoing, all terms in no event will any lease that was or would have been categorized as an operating lease in accordance with GAAP, as in effect on the Fourth Amendment Effective Date and prior to the effectiveness (with respect to the Specified U.S. Borrower and its relevant Subsidiaries) of an accounting or financial nature used herein shall the changes described in the Proposed Accounting Standards Update to Leases (Topic 842), issued February 2016, be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date considered a Capitalized Lease solely as a result of the adoption of such changes in GAAP (it being understood and agreed that any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to shall be so treated under GAAP hereunder as in effect on the Closing Datean operating lease).
Appears in 1 contract
Samples: Credit Agreement (Nortek Inc)
Changes in GAAP. If at any time time, any change in GAAP (and transition methods related thereto) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders Agent and the Borrower Company shall 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 Required Lenders)GAAP; provided that, if such an amendment is so requested, then until so amended, (i) in respect of periods starting FIFTH AMENDED AND RESTATED CREDIT AGREEMENT from the first full fiscal quarter commencing after such request for an amendment, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) if requested by the Borrower Required Lenders, the Company shall provide to the Administrative Agent and the Lenders Lenders, with respect to calculations of financial statements and other documents covenant compliance required under this Agreement or as reasonably requested hereunder setting forth a in respect of periods starting from the first full fiscal quarter commencing after such request for reconciliation between calculations information by the Required Lenders, reconciliation schedules prepared in good faith that materially approximate the estimated impact of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding anything to the foregoingcontrary, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to (1) any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010accounting under GAAP for lease transactions, or any for notes receivable, equity method investments or other proposals issued by the Financial Accounting Standards Board in connection therewithequity investments that require xxxx-to-market adjustments through net income, will, in each case if such change would require treating case, be disregarded for purposes of computing the Leverage Ratio and determining compliance with any other covenant under the Loan Documents, and (2) any lease (or similar arrangement conveying the right to use) obligation that is not recorded as a capital finance lease where such lease (under ASC Topic 842 shall not constitute Indebtedness or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateDebt for Borrowed Money.
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Changes 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 Credit Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Company shall 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 Required LendersLenders and the Company); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingany other provision contained herein, (a) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed election under FASB Accounting Standards Update, Leases (Topic 840), issued by the Codification 825-Financial Accounting Standards Board on August 17, 2010Instruments, or any other proposals issued by successor thereto (including pursuant to the Financial FASB Accounting Standards Board in connection therewithCodification), in each case if such change would require treating to value any lease Indebtedness of any subsidiary at “fair value,” as defined therein and (or similar arrangement conveying b) the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated amount of any Indebtedness under GAAP as with respect to Capital Lease Obligations shall be determined in effect on accordance with the Closing Datedefinition of Capital Lease Obligations.
Appears in 1 contract
Changes 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 Lead Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Lead Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Lead Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding Without limiting the foregoingforegoing and notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect in a manner such that any obligations relating to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithlease that, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under accordance with GAAP as in effect on the Closing Date, would be accounted for by the Borrowers as an operating lease shall be accounted for as obligations relating to an operating lease and not as Capitalized Lease Obligations (and shall not constitute Indebtedness hereunder).
Appears in 1 contract
Samples: Credit Agreement (Torrid Inc.)
Changes in GAAP. If at any time any change in GAAP (including the adoption of IFRS), or any election by the Company to change its accounting practices or the application of GAAP during the term of this Agreement from that used in the financial statements delivered by the Company under the Prepetition Credit Agreement, would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Company shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP and accounting practices and application of GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders 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 GAAPchange. Notwithstanding Without limiting the foregoing, leases (whether in effect on or after the Closing Date) shall continue to be classified and accounted for on a basis consistent with that reflected in the financial statements delivered by the Company under the Prepetition Credit Agreement for all terms purposes of an accounting or this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above. Notwithstanding any other provision contained herein, the definitions set forth in this Agreement and any financial nature used herein calculations required by this Agreement shall be construed, and all computations of amounts and ratios referred computed to herein shall be made, without giving effect to exclude any change to GAAP occurring after lease accounting rules from those in effect on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the pursuant to Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any Codification 840 (Leases) and other related lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP accounting guidance as in effect on the Closing Datedate hereof.
Appears in 1 contract
Changes 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 Required Requisite Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingforegoing or the definition of “Capitalized Leases”, all terms only those leases (assuming for purposes hereof that such leases were in existence on the Closing Date) that would constitute Capitalized Leases (including leases that are classified as “Financing Leases” for purposes of an accounting or financial nature used herein GAAP) in conformity with GAAP as in effect prior to giving effect to the adoption of ASU No. 2016-02 “Leases (Topic 842)” and ASU No. 2018-11 “Leases (Topic 842)” shall be construedconsidered Capitalized Leases hereunder or under any other Loan Document, and all computations of amounts calculations and ratios referred to herein deliverables under this Agreement or any other Loan Document shall be mademade or prepared, as applicable, in accordance therewith; provided that all financial statements required to be provided hereunder may, at the option of the Borrower, be prepared in accordance with GAAP without giving effect to any change to GAAP occurring after the Closing Date as a result foregoing treatment of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateCapitalized Leases.
Appears in 1 contract
Samples: Credit Agreement (JOANN Inc.)
Changes in GAAP. If at any time any change in GAAP would (including the adoption of IFRS)would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iiB) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, 2016-02 Leases (Topic 840842), issued by the Financial Accounting Standards Board on August 17, 2010in February 2016, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to useuse an asset) as a capital or financing lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
Appears in 1 contract
Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio ratio, requirement or requirement other covenant set forth in any Loan Document, and either the Borrower Company or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower Company shall negotiate in good faith to amend such ratio ratio, requirement or requirement covenant to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio ratio, requirement or requirement covenant shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio ratio, requirement or requirement covenant made before and after giving effect to such change in GAAP. Notwithstanding ; provided, further, that for purposes of calculating the foregoingratios, all terms requirements or covenants under this Agreement or any other Loan Document, any obligations of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after a Person under a lease (whether existing on the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease entered into thereafter) that is not (or similar arrangement conveying the right to usewould not be) as a capital lease where such lease (or similar arrangement) was not required to be so treated under classified and accounted for as a Capital Lease on a balance sheet of such Person prepared in accordance with GAAP as in effect on the Closing DateDate shall not be treated as a Capital Lease or Indebtedness pursuant to this Agreement or the other Loan Documents solely as a result of (x) the adoption of changes in GAAP after the Closing Date (including, for the avoidance of doubt, any changes in GAAP as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended or supplemented from time to time)), or (y) changes in the application of GAAP after the Closing Date (including the avoidance of doubt, any changes as set forth in the FASB exposure draft issued on August 17, 2010 (as the same may be amended or supplemented from time to time)).
Appears in 1 contract
Changes in GAAP. If at any time the effectiveness of any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the US Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the US Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the US Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein liability amounts shall be construeddetermined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all computations of interest amounts and ratios referred to herein shall be made, without giving effect to determined excluding any change to GAAP occurring after the Closing Date as deemed interest comprising a result portion of the adoption of fixed rent payable under any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithoperating lease, in each case if to the extent that such change liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would require treating any lease (or similar arrangement conveying the right to use) not have been accounted for as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateDecember 31, 2015.
Appears in 1 contract
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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; provided, further, that, for purposes of Sections 7.07 and 7.08, the effect of any changes to GAAP shall be eliminated without the need for an amendment as referenced above, and such calculations shall continue to be computed in accordance with GAAP prior to such change therein. Notwithstanding the foregoingFor purposes of determining compliance with any covenant contained herein, all terms of an accounting or financial nature used herein liability amounts shall be construeddetermined excluding any liability relating to any operating lease, all asset amounts shall be determined excluding any right-of-use assets relating to any operating lease, all amortization amounts shall be determined excluding any amortization of a right-of-use asset relating to any operating lease, and all computations of interest amounts and ratios referred to herein shall be made, without giving effect to determined excluding any change to GAAP occurring after the Closing Date as deemed interest comprising a result portion of the adoption of fixed rent payable under any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithoperating lease, in each case if to the extent that such change liability, asset, amortization or interest pertains to an operating lease under which the covenantor or a member of its consolidated group is the lessee and would require treating any lease (or similar arrangement conveying the right to use) not have been accounted for as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing DateDecember 31, 2015.
Appears in 1 contract
Changes in GAAP. If at any time any change in GAAP (including conversion to IFRS as described below) or the application thereof would affect the computation of any covenant, financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such covenant, ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the application thereof (subject to the approval of the Required LendersLenders not to be unreasonably withheld, conditioned or delayed and, in the case of any amendment arising out of an accounting change described in the definition of Capitalized Leases, not subject to any amendment fee); provided that, until so amended, (iA) such covenant, ratio or requirement shall continue to be computed in accordance with GAAP or the application thereof prior to such change therein and (iiB) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation in form and substance reasonably satisfactory to the Administrative Agent between calculations of such covenant, ratio or requirement made before and after giving effect to such change in GAAPGAAP or the application thereof. Notwithstanding If the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after Borrower notifies the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not Administrative Agent that it is required to be report under IFRS or has elected to do so treated through an early adoption policy, “GAAP” shall mean international financial reporting standards pursuant to IFRS (provided that after such conversion, the Borrower cannot elect to report under GAAP as in effect on the Closing DateU.S. generally accepted accounting principles).
Appears in 1 contract
Samples: Credit Agreement (Nortek Inc)
Changes 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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[. Notwithstanding the foregoing, all terms when determining the amount of an accounting or financial nature used herein Capital Lease Obligations, such determination shall be construedmade in accordance with GAAP; provided that, and all computations subject to amendments to this Agreement as contemplated in this clause (b) addressing the impact of amounts and ratios referred any such change, for purposes of defining Capital Lease Obligations, operating leases that are required to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date reclassified as Capital Leases as a result of a change in GAAP shall remain classified as operating leases and shall not be included within the adoption definition of any proposals set forth Capital Lease Obligations. ]; provided that it is understood and agreed that commencing January 1, 2018, the financial statements and other documents required under this Agreement shall be prepared and the financial ratios and other requirements under the Loan Documents shall be calculated after giving effect to the effectiveness of FASB ASC 606. Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the Proposed Accounting Standards UpdateAudited Financial Statements provided prior to the Amendment No. 6 Effective Date for all purposes of this Agreement, Leases (Topic 840)notwithstanding any change in GAAP relating thereto, issued by unless the Financial Accounting Standards Board on August 17parties hereto shall enter into a mutually acceptable amendment addressing such changes, 2010as provided for above. Without limiting the foregoing, or any other proposals issued by the Financial Accounting Standards Board operating leases resulting in liability in connection therewith, in each case if such change would require treating with any lease (or similar arrangement conveying the “right to of use) as a capital lease where such lease (or similar arrangement) was not required to be so treated ” asset under GAAP shall be excluded from, Indebtedness. For the avoidance of doubt, any “right of use” liabilities related to operating leases shall be excluded from the calculation of Consolidated Funded Indebtedness or Indebtedness to the extent any such liability would result in duplication of amounts already included in the calculation of Consolidated Cash Rental Expenses as in effect on calculated prior to the Closing Dateeffectiveness of FASB ASC 842.
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Samples: Credit Agreement (Bojangles', Inc.)
Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in this Agreement or any Loan Document, and either the Borrower or the Required Lenders Lender shall so request, the Administrative Agent, the Lenders Lender and the Borrower shall 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 Required Lenders)GAAP; provided that, until so amended, (iA) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (iib) the Borrower shall provide to the Administrative Agent and the Lenders Lender financial statements and other documents required under this Agreement or as reasonably requested by Xxxxxx hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding Without limiting the foregoing, leases shall continue to be classified and accounted for on a basis consistent with that reflected in the most recent audited financial statements of the Borrower for all terms purposes of an accounting or financial nature used herein shall be construedthis Agreement, and all computations of amounts and ratios referred to herein shall be made, without not giving effect to any change to in GAAP occurring prior to or after the Closing Date date hereof as a result of the adoption of any proposals set forth in the Proposed Accounting Account Standards UpdateUpdate No. 2016-02, Leases (Topic 840), 842) issued by the Financial Accounting Standards Board on August 17February 25, 20102016, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on prior to such adoption of Account Standards Update No. 2016-02, Leases (Topic 842), unless the Closing Dateparties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
Appears in 1 contract
Samples: Revolving Loan and Security Agreement (Berry Corp (Bry))
Changes 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 Parent or the Required Lenders shall so request, the Administrative Agent, the Lenders Lenders, Parent and the Borrower shall 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 Parent, Borrower and Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) concurrently with the delivery of financial statements under Section 8.01(a) or Section 8.01(b), Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on the Closing Date.
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Changes in GAAP. If Other than as expressly set forth herein, if at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Transaction Document, and either the Borrower Company or the Required Lenders Xxxx shall so request, the Administrative Agent, the Lenders Company and the Borrower Xxxx shall 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 Required Lenders)GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Company shall provide to the Administrative Agent and the Lenders Xxxx financial statements and other documents required under this Agreement or as reasonably requested by Xxxx hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. Notwithstanding the foregoingany other provision contained herein, all terms items of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to in GAAP occurring after the Closing Commencement Date as a result of the adoption of any proposals set forth in the Proposed proposed Accounting Standards Update, Leases (Topic 842): a revision of the 2010 proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 174161-8074-0173.23 May 16, 20102013 (“ASC 842”), or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if and to the extent any such change would require treating any lease (or similar arrangement conveying the right to use) as a capital finance lease where such lease (or similar arrangement) was not required to be so treated under GAAP as in effect on immediately prior to the Closing Dateadoption of ASC 842 by the Company.
Appears in 1 contract
Samples: Monetization Master Agreement (Calumet Specialty Products Partners, L.P.)
Changes 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 (x) the Borrower or (y) within thirty (30) days after delivery of any financial statements reflecting any change in GAAP (or after the Lenders have been informed of the change in GAAP affecting such financial statements, if later), the Administrative Agent or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and any 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to in GAAP occurring after the Closing Date that would require lease obligations that would be treatedcharacterized as a result operating leases as of the adoption Closing Date to thebe classified and accounted for as capital leases, finance leases or otherwise reflected on the Loan Parties’ consolidated balance sheet, for the purposes of determining compliance with any proposals set forth covenant contained herein, such obligations shall be treated in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) same manner as a capital lease where such lease (or similar arrangement) was not required to be so operating leases are treated under GAAP as in effect on of the Closing Date. and the foregoing reconciliation shall not be required. It is understood and agreed that, commencing on the Amendment No. 5 Effective Date, for all fiscal periods commencing on or after January 1, 2018, the impact of FASB ASC 606 and FASB ASC 340-40 on revenue recognition and amortization of associated costs and expenses shall be given effect for all purposes under this Agreement and the foregoing reconciliation shall not be required.
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Changes 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 Senior Secured Term Loan Credit Agreement among U.S. Well Services, Inc., USWS Holdings LLC, U.S. Well Services, LLC, the Subsidiary Guarantors, the Initial Lenders, and CLMG Corp. dated as of May 7, 2019 Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoing, all terms of an accounting or financial nature used any provision contained herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewithLoan Document, in each case if such change would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) that would have been characterized, classified or reclassified as an operating lease in accordance with GAAP prior to the date of the Parent’s adoption of ASC 842 (or any other ASC having a similar result or effect) (and related interpretations) (whether or not such lease was not required to be so treated under GAAP as in effect on such date) shall not constitute an obligation under a Capital Lease, and any such lease shall be, for all purposes of this Agreement and the Closing Dateother Loan Documents, treated as though it were reflected on the Parent’s consolidated financial statements in the same manner as an operating lease would have been reflected prior to the Parent’s adoption of ASC 842.
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Changes in GAAP. If at any time any change in GAAP would affect the computation of any financial ratio ratio, covenant or requirement set forth in herein or under any of the other Loan DocumentDocuments, and either the Borrower or the Required Lenders Bank shall so request, the Administrative Agent, the Lenders Bank and the Borrower shall negotiate in good faith to amend such ratio ratio, covenant or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required LendersBank and Borrower); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders Bank 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. Notwithstanding anything to the foregoing, all terms contrary contained in this Section 1.2(b) or in the definition of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP occurring after the Closing Date as a result of resulting from the adoption of any proposals set forth in the Proposed Financial Accounting Standards UpdateBoard Accounting Standards Update No. 2016-02, Leases (Topic 840842) (“FAS 842”), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on the Closing DateDecember 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.
Appears in 1 contract
Changes in GAAP. The Borrower will provide a written summary of material changes in GAAP and in the consistent application thereof with each annual and quarterly financial statement delivered in accordance with Section 7.01. 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 Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall 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 Required Lenders); provided provided, that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders 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. Notwithstanding the foregoingany other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any change in accounting for leases pursuant to GAAP occurring after resulting from the Closing Date as a result implementation of the adoption of any proposals set forth in the Proposed Accounting Standards UpdateFASB ASU No. 2016-02, Leases (Topic 840842), issued by to the Financial Accounting Standards Board on August 17, 2010, or any other proposals issued by the Financial Accounting Standards Board in connection therewith, in each case if extent such change adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease Capital Lease where such lease (or similar arrangement) was would not have been required to be so treated under GAAP as in effect on the Closing DateDecember 31, 2017.
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Changes 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 Agent or the Required Lenders shall so request, the Administrative Agent, the Term Loan Lenders and the Borrower Agent shall 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 Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower Agent shall provide to the Administrative Agent and the Term Loan Lenders 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. Notwithstanding anything to the foregoingcontrary contained in this Section 1.03 or the definition of “Capital Lease Obligations”, in the event of a change in GAAP requiring all terms of an accounting or financial nature used herein leases to be capitalized, only those leases that would have constituted Capital Leases on the Closing Date (assuming for purposes hereof that such leases were in existence on the Closing Date) shall be construedconsidered Capital Leases, and all computations of amounts calculations and ratios referred to herein shall be made, without giving effect to any change to GAAP occurring after the Closing Date as a result of the adoption of any proposals set forth in the Proposed Accounting Standards Update, Leases (Topic 840), issued by the Financial Accounting Standards Board on August 17, 2010, deliverables under this Agreement or any other proposals issued by Loan Document shall be made in accordance therewith (provided that all financial statements delivered to the Financial Accounting Standards Board Administrative Agent in connection therewith, in each case if accordance with the terms of this Agreement after the date of such change would require treating any lease (or similar arrangement conveying in GAAP shall contain a schedule showing the right adjustments necessary to use) as a capital lease where reconcile such lease (or similar arrangement) was not required to be so treated under financial statements with GAAP as in effect on the Closing Dateimmediately prior to such change).
Appears in 1 contract
Samples: Term Loan Credit Agreement (Purple Innovation, Inc.)