Non-Consolidation Opinion means that certain substantive non-consolidation opinion delivered to Lender by Xxxxx Day in connection with the closing of the Loan.
Annual Accountant’s Report is defined in Section 3.04(a) of the Servicing Agreement.
Accountants’ Report means the report of a firm of nationally recognized Independent Accountants described in Section 4.11.
Total Consolidated Assets means, as of any date, the total consolidated assets of the Guarantor and its Subsidiaries computed in accordance with GAAP as of the last day of the fiscal quarter most recently ended prior to such date, subject to the second sentence of the definition of “Debt” in the Base Indenture.
Selected Consolidated Financial Data and "Capitalization" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Registration Statement.
Internal confidentiality agreement or statement means a confidentiality agreement or any other written statement that the contractor requires any of its employees or subcontractors to sign regarding nondisclosure of contractor information, except that it does not include confidentiality agreements arising out of civil litigation or confidentiality agreements that contractor employees or subcontractors sign at the behest of a Federal agency.
Total Consolidated Debt means, as of any date of determination, the aggregate amount of all Indebtedness of Parent and its Subsidiaries, as determined on a consolidated basis in accordance with GAAP.
Total Consolidated Capitalization means, at any time, the sum of (i) Total Consolidated Debt plus (ii) the total amount of shareholder’s equity of the Company.
Certificate of a Firm of Independent Public Accountants means a certificate signed by an independent public accountant or a firm of independent public accountants who may be the independent public accountants regularly retained by the Company or who may be other independent public accountants. Such accountant or firm shall be entitled to rely upon an Opinion of Counsel as to the interpretation of any legal matters relating to such certificate.
Year-End Financial Statements has the meaning specified in Section 4.5.
Accounting Restatement means an accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.
CC-BY-SA means the Creative Commons Attribution-Share Alike 3.0 license pub- lished by Creative Commons Corporation, a not-for-profit corporation with a principal place of business in San Francisco, California, as well as future copyleft versions of that license published by that same organization.
Adjusted Consolidated EBITDA means, for any Computation Period, Consolidated EBITDA for such Computation Period adjusted by giving effect on a pro forma basis to Acquisitions and dispositions completed during such Computation Period.
Adjusted Consolidated Net Tangible Assets means (without duplication), as of the date of determination, the remainder of:
Annualized Consolidated EBITDA means, for any quarter, the product of Consolidated EBITDA for such period of time multiplied by four (4).
Annual Statement of Compliance As defined in Section 3.13.
Total Consolidated Indebtedness means, as of any date of determination, an amount equal to the aggregate amount of all Indebtedness of the Company and its Restricted Subsidiaries, determined on a Consolidated basis in accordance with GAAP, outstanding as of such date of determination, after giving effect to any Incurrence of Indebtedness and the application of the proceeds therefrom giving rise to such determination.
Fiscal Year End means the end of each Fiscal Year.
Most Recent Fiscal Year End has the meaning set forth in Section 4(g) below.
Affected Reference Entity means, in respect of a Specified Payment Date, that the Reference Entity was a Non-Determined Reference Entity as of the Cut-off Date relating to that Specified Payment Date (in each case determined by reference to Greenwich Mean Time (or, if the relevant Standard is Japan or Japan Sovereign, Tokyo time)) or that a Deferral Notice has been given to the Company after the Cut-off Date relating to that Specified Payment Date but on or prior to that Specified Payment Date (in each case determined by reference to Greenwich Mean Time).
SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.
Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.
Closing Date Balance Sheet has the meaning specified in Section 2.3(b).
Accounting Reference Date means 31 December.
Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 7.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.