Accounting Terms; GAAP; Pro Forma Calculations Sample Clauses
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Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 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 to (i) any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other 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 Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar 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 full stated principal amount thereof.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro fo...
Accounting Terms; GAAP; Pro Forma Calculations. Limited Conditionality Acquisition 40 SECTION 1.05. Status of Obligations 41 ARTICLE II The Credits 42 SECTION 2.01. Commitments 42 SECTION 2.02. Loans and Borrowings 42 SECTION 2.03. Procedure for Borrowings 42 SECTION 2.04. [Intentionally Omitted] 43 SECTION 2.05. [Intentionally Omitted] 43 SECTION 2.06. [Intentionally Omitted] 43 SECTION 2.07. [Intentionally Omitted] 43 SECTION 2.08. [Intentionally Omitted] 43 SECTION 2.09. Interest Elections 43 SECTION 2.10. Termination of Commitments 44 SECTION 2.11. Repayment and Amortization of Loans; Evidence of Debt 44 SECTION 2.12. Prepayment of Loans 45 SECTION 2.13. Fees 47 SECTION 2.14. Interest 47 SECTION 2.15. Alternate Rate of Interest 48 SECTION 2.16. Increased Costs 49 SECTION 2.17. Break Funding Payments 50 SECTION 2.18. Taxes 50 SECTION 2.19. Payments Generally; Allocation of Proceeds; Sharing of Set-offs 53 SECTION 2.20. Mitigation Obligations; Replacement of Lenders 55 SECTION 2.21. Incremental Term Facilities 55 SECTION 2.22. Returned Payments 58 SECTION 2.23. [Intentionally Omitted.] 58 SECTION 2.24. [Intentionally Omitted.] 58 SECTION 2.25. [Intentionally Omitted.] 58 SECTION 2.26. Defaulting Lenders 58 SECTION 2.27. Loan Modification Offers 58 SECTION 2.28. Refinancing Amendments 59 ARTICLE III Representations and Warranties 60 SECTION 3.01. Organization; Powers 61 SECTION 3.02. Authorization; Enforceability 61 SECTION 3.03. Governmental Approvals; No Conflicts 61 SECTION 3.04. Financial Condition; No Material Adverse Change 61 SECTION 3.05. Properties 61 SECTION 3.06. Litigation and Environmental Matters 62 SECTION 3.07. Compliance with Laws and Agreements 62 SECTION 3.08. Investment Company Status 62 SECTION 3.09. Taxes 62 SECTION 3.10. ERISA; Non-U.S. Pension Plans. 62 SECTION 3.11. Disclosure 63 SECTION 3.12. Material Agreements 63 SECTION 3.13. Solvency 63 SECTION 3.14. Insurance 64 SECTION 3.15. Capitalization and Subsidiaries 64 SECTION 3.16. No Burdensome Restrictions 64 SECTION 3.17. Federal Reserve Regulations 64 SECTION 3.18. Security Interest in Collateral 64 SECTION 3.19. Employment Matters 64 SECTION 3.20. Common Enterprise 64 SECTION 3.21. Anti-Corruption Laws and Sanctions 65 SECTION 3.22. EEA Financial Institutions. 65 SECTION 3.23. Plan Assets; Prohibited Transactions 65 ARTICLE IV Conditions 65 SECTION 4.01. Effective Date 65 ARTICLE V Affirmative Covenants 66 SECTION 5.01. Financial Statements and Other Information 67 SECTION 5.02. Notices of Material Events 68 SECTION 5.03. Ex...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger or similar event shall reflect on a pro forma basis such event and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies Agents that the Borrower wishes to amend any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if any Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower’s (and the Guarantor’s, as applicable) compliance with such provision shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
(b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated in accordance with the definition of “Pro Forma Basis” with respect to any event described in such definition.
(c) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated as follows: (i) for the four (4) consecutive Fiscal Quarters ending on March 31, 2014, the relevant amount for such period shall equal such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 multiplied by 4, (ii) for the four (4) consecutive Fiscal Quarters ending on June 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) such amount for the Fiscal Quarter ending June 30, 2014, multiplied by 2, (iii) for the four (4) consecutive Fiscal Quarters ending on September 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014 and September 30, 2014, multiplied by 4/3, (iv) for the four (4) consecutive Fiscal Quarters ending on December 31, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014, September 30, 2014 and December 31, 2014 and (v) for each of the four (4) consecutive Fiscal Quarters ending thereafter, the sum of such amounts for the four (4) consecutive Fiscal Quarters ending on such date.
(d) If either the Parent Borrower or the Required Lenders not...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the 23
(b) All pro forma computations required to be made hereunder giving effect to any acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction shall in each case be calculated giving pro forma effect thereto (and, in the case of any pro forma computation made hereunder to determine whether such acquisition or disposition, or issuance, incurrence or assumption of Indebtedness, or other transaction is permitted to be consummated hereunder, to any other such transaction consummated since the first day of the period covered by any component of such pro forma computation and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.01(a) or 5.01(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the financial statements referred to in Section 3.07(a)), and, to the extent applicable, to the historical earnings and cash flows associated with the assets acquired or disposed of (but without giving effect to any synergies or cost savings) and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Swap Agreement applicable to such Indebtedness).
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time, provided that if the US Borrower notifies the Administrative Agent that the US Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the US Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger, incurrence of Indebtedness or similar event (including, as applicable, the application of the proceeds therefrom) shall reflect on a pro forma basis such event assuming that such event had occurred at the beginning of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 5.01(a) or (b) and, to the extent applicable and permitted under Regulation S-X promulgated under the Securities Act of 1933, as amended, the historical earnings and cash flows associated with the assets acquired or disposed of, any related incurrence or reduction of Indebtedness, and any projected synergies or similar benefits expected to be realized as a result of such event.
Accounting Terms; GAAP; Pro Forma Calculations. Currency Translation SECTION 1.06. Excluded Swap Obligations ARTICLE II The Credits SECTION 2.01. Commitments SECTION 2.02. Loans and Borrowings SECTION 2.03. Requests for Borrowings SECTION 2.04. Swingline Loans SECTION 2.05. Letters of Credit SECTION 2.06. Funding of Borrowings SECTION 2.07. Interest Elections SECTION 2.08. Termination and Reduction of Commitments
Accounting Terms; GAAP; Pro Forma Calculations. Limited Condition Transactions; Certain Calculations and Tests ...............................................................................................49 SECTION 1.05. Exchange Rates; Currency Equivalents; Licensing .......................52 SECTION 1.06. Additional Alternative Currencies .................................................52 SECTION 1.07. Change of Currency .......................................................................53 SECTION 1.08. Letter of Credit Amounts ...............................................................54 SECTION 1.09.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the