Different basis Clause Samples

Different basis. 22.3.1 Subject to paragraphs 22.3.2 and 22.3.3 below, all the terms used in clause 22.1 (Ratio) (including, for the avoidance of doubt, intangible assets and the inclusion of intangible asset in any relevant term) are to be calculated or treated consistently in accordance with the accounting principles applied in connection with the Initial Financial Statements. 22.3.2 If any financial statements delivered to the Facility Agent pursuant to clauses 21.1.1 or 21.1.2 (Provision of information) are prepared on a different basis from that used in the preparation of the Initial Financial Statements and in the reasonable opinion of the Facility Agent (having regard to accounting principles applicable at the relevant time), this alters the interpretation of any expressions used in clause 22.2 (Financial definitions) in any material respect, then: 22.3.2.1 the Original Borrower and the Facility Agent shall, at the Facility Agent's request, negotiate in good faith with a view to agreeing any amendments to clause 22.2 (Financial definitions) and/or the definitions used therein as may be necessary to give the Banks protection, which protection, considered overall, is at least equivalent to that granted to the Banks as at the date hereof; and 22.3.2.2 if no such agreement is reached within 30 days of the Facility Agent's request, the Original Borrower shall procure at the request of the Facility Agent that the Original Borrower's auditors determine any amendments to clause 22.2 (Financial definitions) and/or the definitions used therein which the auditors consider appropriate to grant to the Banks protection which protection considered overall, is at least equivalent to that granted to the Banks as at the date hereof, such determination of the auditors, in the absence of manifest error, to be conclusive. Any costs and expenses of the auditors in making the above determination shall be for the account of the Original Borrower; and 22.3.3 If any financial statements delivered to the Facility Agent pursuant to clauses 21.1.1 or 21.1.2 (Provision of information) have been prepared in accordance with accounting standard FRS9 (Associates and joint ventures) then, for the purposes of calculating the ratio of Consolidated Profit Before Interest and Tax to Consolidated Net Finance Charges referred to in clause 22.1 (Ratio) above, those financial statements shall be adjusted so that they reflect the financial position of the Group as it would have been shown in those financial s...