Common use of Changes in Generally Accepted Accounting Principles Clause in Contracts

Changes in Generally Accepted Accounting Principles. (a) If the Borrower, the Agent or the Majority Lenders determine at any time that any amount required to be determined hereunder would be materially different if such amount were determined in accordance with: (i) GAAP intended to be applied by the Borrower in respect of its Financial Statements on the Closing Date (“Old GAAP”), instead of (ii) GAAP subsequently in effect and applied by the Borrower in respect of its Financial Statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, or by the Agent to the Borrower, in the case of a determination by the Agent or the Majority Lenders. (b) If the Borrower adopts a change in an accounting policy in the preparation of its financial statements (i) in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements or (ii) as a result of a conversion from generally accepted accounting principles in the United States of America to generally accepted accounting principles in Canada (or vice versa) and, in either case, such change would require disclosure thereof under Old GAAP, or would reasonably be expected to materially and adversely affect (i) the rights of, or the protections afforded to, the Agent or the Majority Lenders hereunder or (ii) the position either of the Borrower or of the Agent or the Majority Lenders hereunder, the Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements in accordance with Old GAAP and in detail sufficient for the Agent and the Majority Lenders to make the determination required of them in the following sentence. If any of the Borrower, the Agent or the Majority Lenders determine at any time that such change in accounting policy results in a material adverse change either (i) in the rights of, or protections afforded to, the Agent or the Majority Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Borrower or of the Agent and the Majority Lenders hereunder, written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, or by the Agent to the Borrower, in the case of a determination by the Agent or the Majority Lenders. (c) Upon the delivery of a written notice pursuant to Section 1.5(a) or Section 1.5(b) the Borrower and the Agent on behalf of the Majority Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy (in each case, an “Accounting Change”), as the case may be, on the rights of, or protections afforded to, the Agent and the Majority Lenders or on the position of the Borrower or of the Agent and the Majority Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Borrower or the Agent and the Majority Lenders (as the case may be) on the Closing Date or the position of the Borrower or the Agent and the Majority Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Borrower’s prior accounting policy. If the Borrower and the Agent on behalf of the Majority Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower shall either continue to provide financial statements in accordance with Old GAAP or provide all such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any amount required to be determined hereunder to be determined in accordance with Old GAAP and/or the Borrower’s prior accounting policy and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and/or the Borrower’s prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any financial calculation hereunder, and subsequently, as provided above, the method of calculating such financial calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to such financial calculation is to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.5 shall be deemed never to have occurred.

Changes in Generally Accepted Accounting Principles. (a) If the Borrower, the Agent or the Majority Required Lenders determine at any time that any financial calculation or other amount calculated based on references to amounts in financial statements required to be determined hereunder would be materially different if such amount were determined in accordance with: (i) GAAP intended to be applied by the Borrower Borrower, KMCL or the Parent in respect of its Financial Statements on the Closing Date date hereof (“Old GAAP”), instead of (ii) GAAP subsequently in effect and applied by the Borrower Borrower, KMCL or the Parent in respect of its Financial Statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, KMCL or the Parent, or by the Agent to the Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (b) If the Borrower Borrower, KMCL or the Parent adopts a change in an accounting policy in the preparation of its financial statements (i) Financial Statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements or (ii) as a result of a conversion from generally accepted accounting principles in the United States of America to generally accepted accounting principles in Canada (or vice versa) andrequirements, in either case, and such change would require disclosure thereof under Old GAAP, or would reasonably be expected to materially and adversely affect (i) the rights of, or the protections afforded to, the Agent or the Majority Required Lenders hereunder or (ii) the position either of the Borrower or of the Agent or the Majority Required Lenders hereunder, the Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements Financial Statements in accordance with Old GAAP and in detail sufficient for the Agent and the Majority Required Lenders to make the determination required of them in the following sentence. If any of the Borrower, the Agent or the Majority Required Lenders determine at any time that such change in accounting policy results in a material adverse change either (i) in the rights of, or protections afforded to, the Agent or the Majority Required Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Borrower or of the Agent and the Majority Required Lenders hereunder, written notice of such determination shall be delivered by the Borrower to the Agent, in the case of a determination by the Borrower, or by the Agent to the Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (c) Upon the delivery of a written notice pursuant to Section 1.5(a) or Section 1.5(b) the Borrower and the Agent on behalf of the Majority Required Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy (in each case, an “Accounting Change”), as the case may be, on the rights of, or protections afforded to, the Agent and the Majority Required Lenders or on the position of the Borrower or of the Agent and the Majority Required Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Borrower or the Agent and the Majority Required Lenders (as the case may be) on the Closing Date date hereof or the position of the Borrower or the Agent and the Majority Required Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Borrower’s, KMCL’s or the Parent’s as the case may be, prior accounting policy. If the Borrower and the Agent on behalf of the Majority Required Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower Borrower, KMCL or the Parent as the case may be, shall either continue to provide financial statements in accordance with Old GAAP or provide all such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any amount required to be determined hereunder to be determined in accordance with Old GAAP and/or the Borrower’s such prior accounting policy and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and/or the Borrower’s such prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any financial calculation hereunder, and subsequently, as provided above, the method of calculating such financial calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to such financial calculation is to be determined without giving effect to such Accounting Change, the Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.5 shall be deemed never to have occurred.

Changes in Generally Accepted Accounting Principles. (a) If the Principal Borrower, the Agent or the Majority Required Lenders determine at any time that any financial calculation or other amount calculated based on references to amounts in financial statements required to be determined hereunder would be materially different if such amount were determined in accordance with: (i) GAAP intended to be applied by the Borrower Principal Borrower, KMCL or the Parent in respect of its Financial Statements on the Closing Date (“Old GAAP”), instead of (ii) GAAP subsequently in effect and applied by the Borrower Principal Borrower, KMCL or the Parent in respect of its Financial Statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Principal Borrower to the Agent, in the case of a determination by the Principal Borrower, KMCL or the Parent, or by the Agent to the Principal Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (b) If the Borrower Principal Borrower, KMCL or the Parent adopts a change in an accounting policy in the preparation of its financial statements (i) Financial Statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements or (ii) as a result of a conversion from generally accepted accounting principles in the United States of America to generally accepted accounting principles in Canada (or vice versa) andrequirements, in either case, and such change would require disclosure thereof under Old GAAP, or would reasonably be expected to materially and adversely affect (i) the rights of, or the protections afforded to, the Agent or the Majority Required Lenders hereunder or (ii) the position either of the Principal Borrower or of the Agent or the Majority Required Lenders hereunder, the Principal Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements Financial Statements in accordance with Old GAAP and in detail sufficient for the Agent and the Majority Required Lenders to make the determination required of them in the following sentence. If any of the Principal Borrower, the Agent or the Majority Required Lenders determine at any time that such change in accounting policy results in a material adverse change either (i) in the rights of, or protections afforded to, the Agent or the Majority Required Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Principal Borrower or of the Agent and the Majority Required Lenders hereunder, written notice of such determination shall be delivered by the Principal Borrower to the Agent, in the case of a determination by the Principal Borrower, or by the Agent to the Principal Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (c) Upon the delivery of a written notice pursuant to Section 1.5(a) or Section 1.5(b) the Principal Borrower and the Agent on behalf of the Majority Required Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy (in each case, an “Accounting Change”), as the case may be, on the rights of, or protections afforded to, the Agent and the Majority Required Lenders or on the position of the Principal Borrower or of the Agent and the Majority Required Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Principal Borrower or the Agent and the Majority Required Lenders (as the case may be) on the Closing Date date hereof or the position of the Principal Borrower or the Agent and the Majority Required Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Principal Borrower’s, KMCL’s or the Parent’s as the case may be, prior accounting policy. If the Principal Borrower and the Agent on behalf of the Majority Required Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower Principal Borrower, KMCL or the Parent as the case may be, shall either continue to provide financial statements in accordance with Old GAAP or provide all such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any amount required to be determined hereunder to be determined in accordance with Old GAAP and/or the Borrower’s such prior accounting policy and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and/or the Borrower’s such prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any financial calculation hereunder, and subsequently, as provided above, the method of calculating such financial calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to such financial calculation is to be determined without giving effect to such Accounting Change, the Principal Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.5 shall be deemed never to have occurred.

Changes in Generally Accepted Accounting Principles. (a) If the Principal Borrower, the Agent or the Majority Required Lenders determine at any time that any financial calculation or other amount calculated based on references to amounts in financial statements required to be determined hereunder would be materially different if such amount were determined in accordance with: (i) GAAP intended to be applied by the Borrower Principal Borrower, KMCL or the Parent in respect of its Financial Statements on the Closing Date (“Old GAAP”), instead of (ii) GAAP subsequently in effect and applied by the Borrower Principal Borrower, KMCL or the Parent in respect of its Financial Statements and utilized for purposes of determining such amount, then written notice of such determination shall be delivered by the Principal Borrower to the Agent, in the case of a determination by the Principal Borrower, KMCL or the Parent, or by the Agent to the Principal Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (b) If the Borrower Principal Borrower, KMCL or the Parent adopts a change in an accounting policy in the preparation of its financial statements (i) Financial Statements in order to conform to accounting recommendations, guidelines, or similar pronouncements, or legislative requirements or (ii) as a result of a conversion from generally accepted accounting principles in the United States of America to generally accepted accounting principles in Canada (or vice versa) andrequirements, in either case, and such change would require disclosure thereof under Old GAAP, or would reasonably be expected to materially and adversely affect affect (i) the rights of, or the protections afforded to, the Agent or the Majority Required Lenders hereunder or (ii) the position either of the Principal Borrower or of the Agent or the Majority Required Lenders hereunder, the Principal Borrower shall so notify the Agent, describing the nature of the change and its effect on the current and immediately prior year’s financial statements Financial Statements in accordance with Old GAAP and in detail sufficient for the Agent and the Majority Required Lenders to make the determination required of them in the following sentence. If any of the Principal Borrower, the Agent or the Majority Required Lenders determine at any time that such change in accounting policy results in a material adverse change either (i) in the rights of, or protections afforded to, the Agent or the Majority Required Lenders intended to be derived, or provided for, hereunder or (ii) in the position either of the Principal Borrower or of the Agent and the Majority Required Lenders hereunder, written notice of such determination shall be delivered by the Principal Borrower to the Agent, in the case of a determination by the Principal Borrower, or by the Agent to the Principal Borrower, in the case of a determination by the Agent or the Majority Required Lenders. (c) Upon the delivery of a written notice pursuant to Section 1.5(a) or Section 1.5(b) the Principal Borrower and the Agent on behalf of the Majority Required Lenders shall meet to consider the impact of such change in Old GAAP or such change in accounting policy (in each case, an “Accounting Change”), as the case may be, on the rights of, or protections afforded to, the Agent and the Majority Required Lenders or on the position of the Principal Borrower or of the Agent and the Majority Required Lenders and shall in good faith negotiate to execute and deliver an amendment or amendments to this Agreement in order to preserve and protect the intended rights of, or protections afforded to, the Principal Borrower or the Agent and the Majority Required Lenders (as the case may be) on the Closing Date date hereof or the position of the Principal Borrower or the Agent and the Majority Required Lenders (as the case may be); provided that, until this Agreement has been amended in accordance with the foregoing, then for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and the Principal Borrower’s, KMCL’s or the Parent’s as the case may be, prior accounting policy. If the Principal Borrower and the Agent on behalf of the Majority Required Lenders do not (for any reason whatsoever) mutually agree (in their respective sole discretions, without any obligation to so agree) on such amendment or amendments to this Agreement within 60 days following the date of delivery of such written notice, the Borrower Principal Borrower, KMCL or the Parent as the case may be, shall either continue to provide financial statements in accordance with Old GAAP or provide all such financial information as is reasonably required (or requested by the Agent acting reasonably) in order for any amount required to be determined hereunder to be determined in accordance with Old GAAP and/or the Borrower’s such prior accounting policy and, for all purposes hereof, the applicable changes from Old GAAP or in accounting policy (as the case may be) shall be disregarded hereunder and any amount required to be determined hereunder shall, nevertheless, continue to be determined under Old GAAP and/or the Borrower’s such prior accounting policy. (d) If a Compliance Certificate is delivered in respect of a Fiscal Quarter or Fiscal Year in which an Accounting Change is implemented without giving effect to any revised method of calculating any financial calculation hereunder, and subsequently, as provided above, the method of calculating such financial calculation is revised in response to such Accounting Change, or the amount to be determined pursuant to such financial calculation is to be determined without giving effect to such Accounting Change, the Principal Borrower shall deliver a revised Compliance Certificate. Any Event of Default which arises as a result of the Accounting Change and which is cured by this Section 1.5 shall be deemed never to have occurred.