Applicable Accounting Principles. Unless otherwise specifically provided herein, any accounting term used in this Agreement shall have the meaning customarily given such term in accordance with Applicable Accounting Principles and all financial computations hereunder shall be computed in accordance with Applicable Accounting Principles consistently applied. That certain items or computations are explicitly modified by the phrase “in accordance with Applicable Accounting Principles” shall in no way be construed to limit the foregoing. If any Accounting Changes (as defined below in this Section 1.6) occur and such changes result in a change in the calculation of the financial covenant set forth in Section 14.2.1, standards or terms used in this Agreement or any other Loan Documents, then the Canadian Borrower, the Administrative Agent and the Lenders agree to enter into negotiations in good faith in order to amend such provisions of this Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for evaluating Canadian Borrower’s and the Obligors’ financial condition shall be substantially the same after such Accounting Changes as if such Accounting Changes had not been made; provided, however, that the agreement of Required Lenders to any required amendments of such provisions shall be sufficient to bind all Lenders. “
Applicable Accounting Principles. When conducting a verification of origin to which Generally Accepted Accounting Principles may be relevant, CBP will apply and accept the Generally Accepted Accounting Principles applicable in the country of production.
Applicable Accounting Principles. 10 Arbiter..........................................................................................................
Applicable Accounting Principles. The following will apply for purposes of calculating the Net Working Capital set forth in the Pre-Closing Statement, the Proposed Closing Statement and the Definitive Closing Statement:
Applicable Accounting Principles. The calculation of the applicable portions of the Purchase Price and the determinations and calculations contained in the Estimated Closing Statement and the Preliminary Adjustment Statement, including the Final Closing Working Capital, shall be prepared in good faith, based upon the books and Records of the Company, and prepared and calculated in accordance with the Accounting Principles set forth in Exhibit D (the “Applicable Accounting Principles”).
Applicable Accounting Principles. The Profit Statement (and all calculations of Independent Agent Net Profits) shall be prepared and calculated in accordance with GAAP as consistently applied by the Insurer (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements), except that the Profit Statement (and all calculations of Independent Agent Net Profits) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement (except with respect to the implementation of the Pre-Closing Transactions).
Applicable Accounting Principles. Unless and until such agreement or amendment (as the case may be) is made, such departure shall not become part of the Applicable Accounting Principles and the Majority Banks may require that Bidco include in each Reconciliation Statement a statement that such departure has not altered any of the numerical information required for the purpose of establishing whether or not Bidco is in compliance with its obligations under Clause 23.1 or (if it has) setting out the effects of such alteration in reasonable detail.
Applicable Accounting Principles. (i) The Borrower and the Agent (on behalf of and after consultation with all the Banks) shall, on the request of the Agent, negotiate in good faith with a view to agreeing such amendments to the above financial ratios and/or the definitions of the terms used in them as are necessary to give the Banks comparable protection to that contemplated at the date of this Agreement.
Applicable Accounting Principles. The Closing Statement (and all calculations of Working Capital and the Cash Amount) shall be prepared and calculated (i) in accordance with GAAP, except that the Closing Statement (and all calculations of Working Capital and the Cash Amount) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement (except with respect to the implementation of the Pre-Closing Transactions) and (ii) consistent with the calculation of Working Capital as of June 30, 2013 attached as Schedule 10(WC).
Applicable Accounting Principles. The Closing Accounts shall be prepared in accordance with the following methods and principles (together with the definitions and Specific Accounting Treatments set out below the "Agreed Accounting Principles"), which shall apply in the order of priority shown below:
