Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); provided, that except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2002 financial statements of Holdings delivered to the Lenders pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries. (b) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.
Appears in 2 contracts
Sources: Credit Agreement (Quality Distribution Inc), Credit Agreement (Quality Distribution Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that Statements of Financial Accounting Standards Nos. 141 and 142 shall be deemed to be in effect as of the Effective Date; provided further that, that except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.10, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 financial statements of Holdings the Borrower for the fiscal year ended March 31, 2001 delivered to the Lenders Banks pursuant to Section 7.10(b7.05(a) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"); provided further, further that (i) to until the extent expressly required pursuant to the provisions Spinoff Guarantor Release Event all computations of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date Excess Cash Flow and all computations determining compliance with Sections 9.08 through 9.10 inclusive shall be calculated in accordance with as if the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on Spinoff Guarantor is a consolidated basis shall be made without giving effect to the operations of any Unrestricted SubsidiariesConsolidated Subsidiary.
(b) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day (determined in accordance with the terms hereof) occurring in the period for which such interest, Commitment Commission or Fees are payable (except for interest payable in respect of Base Rate Loans based on the Prime Lending Rate, which shall be computed on the basis of a year of 360 days365/66 day year).
Appears in 2 contracts
Sources: Credit Agreement (Appliance Warehouse of America Inc), Credit Agreement (Coinmach Corp)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); providedprovided that, that (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.10, 8.15 inclusive, and 9, including definitions used therein shall, in each case, the determination of Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 annual financial statements of Holdings first delivered to the Lenders pursuant to Section 7.10(b7.05(a); provided further, that (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 360 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.
Appears in 2 contracts
Sources: Credit Agreement (Iasis Healthcare Corp), Credit Agreement (Southwest General Hospital Lp)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks) ("GAAP"); providedprovided that, that (i) except as otherwise specifically provided herein, -------- all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.11, 8.15 inclusive, and 9the determination of the Applicable Margin, including definitions used therein shall, in each case, Applicable Commitment Commission Percentage and Specific Borrowing Conditions shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 annual financial statements of Holdings first delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i7.05(a) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, and (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission, and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 2 contracts
Sources: Credit Agreement (Extended Stay America Inc), Credit Agreement (Extended Stay America Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted (144) accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings Parent to the LendersBanks); providedprovided that, that (i) except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.03 through 9.05, 8.15 inclusive, and 9Sections 9.07 through 9.09, including definitions used therein shallinclusive, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders Banks pursuant to Section 7.10(b7.05(a); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to at such time as the Initial Borrowing Date shall be calculated in accordance Company and/or Showboat deposits cash and U.S. government obligations with the definition respective trustees to effect the Existing Showboat Notes Defeasances and/or the 8-3/4% Senior Subordinated Notes Redemption, the Existing Showboat Notes and/or the 8-3/4% Senior Subordinated Notes, as the case may be, shall no longer be considered outstanding for purposes of Test Period contained herein Sections 9.07, 9.08 and 9.09 and (iii) at no time shall (I) HNOIC (so long as HNOIC's only significant business activities, assets or liabilities are associated with its general partner's interest in ▇▇▇▇▇▇'▇ Jazz), (II) ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries or (III) JCC Holding and its Subsidiaries be treated as Subsidiaries of Parent for purposes of calculating the Applicable Marginsthis Agreement even though (x) HNOIC, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings ▇▇▇▇▇▇'▇ Jazz and its Subsidiaries on a consolidated basis shall and JCC Holding and its Subsidiaries may at any time fall within the definition of "Subsidiary" or (y) generally accepted accounting principles would require otherwise, but shall, in each case instead be made without giving effect to the operations of any Unrestricted Subsidiariestreated as an equity investment by Parent.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that, that except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.10, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders pursuant to Section 7.10(b); provided further, that (i) to Banks for the extent expressly required pursuant to first fiscal year of the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to Borrower ended after the Initial Borrowing Date pursuant to Section 8.01(c) (which annual financial statements shall be calculated in accordance generally consistent with the definition of Test Period historical financial statements delivered to the Banks pursuant to Section 7.05(a), except as regards to inter-company transactions between the Borrower and NSC) (with the foregoing generally accepted accounting principles, subject to the preceding proviso, herein called "GAAP"). Notwithstanding anything to the contrary contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial termsherein, all covenants and related definitionscomputations determining compliance with Sections 9.08 through 9.10, all such calculations based on inclusive, including definitions used therein, shall treat Unrestricted Subsidiaries as if the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariessame did not exist.
(b) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings US Company to the Lenders); providedprovided that, that (i) except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the audited financial statements of US Company referred to in Section 8.10(a) for the fiscal year ended December 31, 2002 financial statements of Holdings delivered to the Lenders pursuant to Section 7.10(b); provided further, that 2007 and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariespro forma basis.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable; provided, however, all computations of interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be made on the basis of a year of 365/366 days (as applicable) for the actual number of days occurring in the period for which such interest is payable.
(c) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement or any Note is calculated using a rate based on a year of 360 days, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days, (y) multiplied by the actual number of days in the calendar year in which the period for which such interest or fee is payable (or compounded) ends, and (z) divided by 360, (ii) the principle of deemed reinvestment of interest does not apply to any interest or fee calculation under this Agreement and any Note, and (iii) the rates of interest stipulated in this Agreement and any Note are intended to be nominal rates and not effective rates or yields.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that, that except as otherwise specifically provided herein, all -------- computations of Quarterly Excess Cash Flow and Annual Excess Cash Flow, and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.07 through 9.12, 8.15 and 9, including definitions used therein shall, in each case, inclusive shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered referred to in Section 7.05(a). Notwithstanding anything to the Lenders pursuant to Section 7.10(b); provided furthercontrary contained in this Agreement, that (i) from and after the REIT Conversion Date, to the extent expressly required pursuant to the provisions of this Agreementthat Holdings has any Indebtedness, certain calculations liabilities, operating expenses or taxes, such Indebtedness, liabilities, operating expenses or taxes, as applicable, shall be made on a Pro Forma Basis, (ii) any determination treated as obligations of Consolidated Interest Expense the Borrower for any portion the purposes of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance calculating compliance with the definition of Test Period financial covenants contained herein and (iii) in Sections 9.08 through 9.12, inclusive, as well as for purposes of calculating determining Excess Cash Flow, the Applicable Margins, financial ratios, financial terms, all covenants Margin and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted SubsidiariesApplicable Commitment Commission Percentage.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that, that except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.11, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders Banks pursuant to Section 7.10(b7.05(a); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
(c) Except with respect to Letters of Credit denominated in a year currency other than Dollars, all determinations of 360 daysany amount of Indebtedness and/or any other amount denominated in a currency other than Dollars shall be made by converting same into Dollars at (x) if an Other Hedging Agreement has been entered into by the Borrower and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Other Hedging Agreement or (y) if the provision of the preceding clause (x) is not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question in effect at the time of such determination.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks) ("GAAP"); providedprovided that, that (i) except as otherwise specifically provided herein, -------- all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.11, 8.15 inclusive, and 9, including definitions used therein shall, in each case, the determination of the Applicable Margin and Applicable Commitment Commission Percentage shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 annual financial statements of Holdings first delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i7.05(a) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, and (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission, and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks) ("GAAP"); providedprovided that, that (i) except as otherwise specifically provided herein, all computations of Quarterly Excess Cash Flow and Annual Excess Cash Flow, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.028.07 through 8.12, 8.15 inclusive, and 9, including definitions used therein shall, in each case, all computations of the Borrowing Base shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements referred to in Section 6.05(a), (ii) for purposes of Holdings delivered determining the Borrowing Base and compliance with Sections 8.08 through 8.12 (in each case) for any portion of a Test Period ended prior to the Lenders pursuant to Section 7.10(b); provided furtherEffective Date, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain such calculations shall be made determined on a Pro Forma Basis, (ii) any determination Basis as if the Initial Capital Contributions had occurred on the first day of Consolidated Interest Expense for any portion of any such Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Marginsdetermining Quarterly Excess Cash Flow, financial ratiosAnnual Excess Cash Flow and compliance with Sections 8.08 through 8.12, financial terms, all such definitions and covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to determined as if the operations of any Unrestricted SubsidiariesExisting New York Marriott Financial Center Notes did not exist and as if there were no interest expense related thereto.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided, provided that except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio of Applicable Commitment Commission Percentage and the Total Leverage Ratio Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 4.029.07, 8.15 9.08 and 99.09, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered referred to the Lenders pursuant to in Section 7.10(b7.05(a); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest on Eurodollar Loans hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. All computations of interest on Base Rate Loans and computations of Fees hereunder shall be made on the basis of a year of 365/366 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.
(c) All determinations of the Stated Amount of Letters of Credit and of the principal amount of Unpaid Drawings, in each case to the extent denominated in an Alternate Currency, shall be made by converting same into Dollars at (x) in the case of a year determination of 360 daysthe Borrower's obligation to reimburse an Unpaid Drawing under a Letter of Credit denominated in an Alternate Currency, the spot exchange rate of the Issuing Lender of such Letter of Credit or (y) if the provisions of the foregoing clause (x) are not applicable, the "official" exchange rate (if applicable) or the spot exchange rate for the Alternate Currency in question calculated by the Administrative Agent (each such exchange rate, the "Spot Exchange Rate"). The Spot Exchange Rate used to make determinations of the Stated Amount of any Letter of Credit and any Unpaid Drawings for the purposes of Sections 1.01(a), 1.01(b), 2.01(c) and 4.02(a), shall be calculated (i) on the Restatement Effective Date, (y) on the first Business Day of each calendar month thereafter and (z) on such other day as the Administrative Agent may, in its sole discretion, consider appropriate. The Spot Exchange Rate used to make determinations of the Borrower's reimbursement obligations with respect to Unpaid Drawings (including, without limitation, pursuant to Sections 2.04 and 2.05) shall be determined using the Spot Exchange Rate as in effect on the date of the Issuing Lender's payment in respect of the Letter of Credit giving rise to the Unpaid Drawing.
Appears in 1 contract
Sources: Credit Agreement (Waters Corp /De/)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings or the Borrower to the LendersBanks; it being understood and agreed that notes may be absent in the interim financial statements); provided. In addition, that except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 4.02 and 9, including definitions used therein shalltherein, in each case, shall utilize accounting principles and policies in effect at from time to time; provided that if any such accounting principle or policy shall change after the time Effective Date, the Borrower shall give prompt notice thereof to the Administrative Agent and each of the preparation of, Banks and in conformity with those used to prepareif within 90 days following such notice the Borrower, the December 31, 2002 financial statements Administrative Agent or the Required Banks shall elect by giving written notice of Holdings delivered such election to the Lenders other parties hereto, such computations shall not give effect to such change unless and until this Agreement shall be amended pursuant to Section 7.10(b); provided further14.12 to give effect to such change. Notwithstanding the foregoing, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, and (ii) in the case of any determination determinations of Consolidated Cash Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date June 30, 2005, all computations determining compliance with Section 9.10 shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesherein.
(b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days (365-366 days in the case of interest on Base Rate Loans maintained at the Prime Lending Rate) for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP GAAP, consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersLenders and except, in the case of interim financial statements, for normal year-end adjustments); provided, provided that except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio Borrower's compliance with Section 9 and the Total Leverage Ratio definition of Applicable Margin and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, all other defined financial terms relating to the Borrower shall utilize accounting principles and policies in effect at the time of the preparation of, and United States in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders pursuant to described in Section 7.10(b7.05(a); and provided further, further that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations financial covenants set forth in Sections 8.11 and 9.10-9.14 shall be made on a Pro Forma Basis, calculated without regard to Sears Tower as long as an Event of Default has not occurred and is not continuing under Section 9.17 and (ii) any determination shall assume that the Borrower owns 100% of Consolidated Interest Expense for any portion the Equity Interests in the Co-Borrower if formed as long as the requirements of any Test Period which ends prior Section 8.04(b) continue to be satisfied with respect to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted SubsidiariesCo-Borrower.
(b) All computations of interest and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first day but excluding the last day, except in the case of Letters of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest or Fees are payable; provided that all computations of interest on Base Rate Loans determined by reference to the Prime Lending Rate shall be based on the actual number of days elapsed over a year of 360 365 days (or 366 days, as the case maybe).
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); provided, that except as -------- otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2002 1997 financial statements of Holdings the Borrower delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that ---------------- (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) to --- ----- the extent compliance with any determination of Section 9.08 and 9.09 would include periods occurring prior to the Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the transactions --- ----- contemplated by the Agreement as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date Effective Date, all computations determining compliance with Sections 9.08 and 9.09 and all determinations of the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time).
(c) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.
Appears in 1 contract
Sources: Credit Agreement (NRT Inc)
Calculations; Computations. (a) The financial statements to be -------------------------- furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the U.S. Borrower to the LendersBanks); provided, that except as otherwise specifically provided -------- herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2002 1997 financial statements of Holdings the U.S. Borrower delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to ---------------- the provisions of this Agreement, certain calculations shall be made on a Pro --- Forma Basis, (ii) to the extent compliance with any determination of Section 9.09 or 9.10 ----- would include periods occurring prior to the Original Effective Date or the Restatement Effective Date, such calculation shall be adjusted on a Pro Forma --- ----- Basis to give effect to the Original Transaction or the Transaction, as the case may be, as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Original Effective Date or the Restatement Effective Date, all computations determining compliance with Sections 9.09 and 9.10 and all determinations of the Adjusted Total Leverage Ratio, the Adjusted Senior Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the U.S. Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.09 and 9.10), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time).
(c) All computations of interest (other than interest payable in respect of Canadian Prime Rate Loans) and Fees (other than Acceptance Fees, which shall be determined as provided in the definition thereof) hereunder shall be made on the actual number of days elapsed over a year of 360 days. All computations of interest payable in respect of Canadian Prime Rate Loans hereunder shall be made on the actual number of days elapsed over a year of 365 or 366 days, as the case may be.
(d) For purposes of the Interest Act (Canada), (i) whenever any interest or fee under this Agreement is calculated using a rate based on a year of 360 days or 365 days, as the case may be, the rate determined pursuant to such calculation, when expressed as an annual rate, is equivalent to (x) the applicable rate based on a year of 360 days or 365 days, as the case may be, (y) multiplied by the actual number of days in the calendar year in which such annual rate is to be ascertained, and (z) divided by 360 or 365, as the case may be; (ii) the principle of deemed reinvestment or interest does not apply to any interest calculation under this Agreement; and (iii) the rates of interest stipulated in this Agreement are intended to be nominal rates and not effective rates or yields.
Appears in 1 contract
Sources: Credit Agreement (MTL Inc)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); provided, that except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2002 1998 financial statements of Holdings the Borrower delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any determination of Section 9.08 and 9.09 would include periods occurring prior to the Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to the --- ----- transactions contemplated by the Agreement as if same had occurred on the first day of the respective period, (iii) in the case of any determinations of Consolidated Interest Expense or Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date Restatement Effective Date, all computations determining compliance with Sections 9.08 and 9.09 and all determinations of the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iiiiv) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) For purposes of determining compliance with any incurrence or expenditure tests set forth in Sections 8 and/or 9 (excluding Sections 9.08 and 9.09), any amounts so incurred or expended (to the extent incurred or expended in a currency other than U.S. Dollars) shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence or expenditure test regulates the aggregate amount outstanding or made at any time and it is expressed in terms of U.S. Dollars, all amounts originally incurred or spent in currencies other that U.S. Dollars shall be converted into U.S. Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding or made at any time).
(c) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.
Appears in 1 contract
Sources: Credit Agreement (NRT Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersLenders to the extent, in each case, permitted by the terms of this Agreement); provided, provided that except as otherwise specifically provided herein, all computations of the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.0210.07 and 10.08, 8.15 and 9, including definitions used therein shall, in each case, shall utilize generally accepted accounting principles and policies in effect at the time of the preparation ofconformity with, and in conformity with consistent with, those used to prepareprepare the historical audited consolidated financial statements of the Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, for purposes of calculations and covenants made pursuant to the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2002 financial statements of Holdings delivered to the Lenders pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on 2013 in a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance manner consistent with the definition treatment of Test Period contained herein and (iii) for purposes of calculating such leases under generally accepted accounting principles in the Applicable MarginsUnited States as in effect on December 31, financial ratios2013, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of notwithstanding any Unrestricted Subsidiariesmodifications or interpretive changes thereto that may occur thereafter.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year (including the first day but excluding the last day; except that in the case of 360 daysLetter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Company to the Lenders); provided, that that, (i) except as otherwise specifically provided herein, all computations and all definitions (including accounting terms) used in determining the Adjusted Total Leverage Ratio, Secured Leverage Ratio and the Total Leverage Fixed Charge Coverage Ratio and in determining compliance with Sections 4.02Section 9.13 and Section 10.07, 8.15 and 9, including definitions used therein shall, in each case, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 audited financial statements of Holdings delivered the Company referred to in Section 8.05(a) for its Fiscal Year ended ▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇, (▇▇) (▇▇) notwithstanding anything to the Lenders pursuant contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to Section 7.10(bany election under FASB ASC 825 (or any similar accounting principle permitting a Person to value its financial liabilities at the fair value thereof); provided further, that (iiii) (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, Basis and (iiiv) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to (iv) the Initial Borrowing Date financial covenant set forth in Section 10.07 shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect Pro Forma Basis with respect to any Permitted Acquisition or Significant Asset Sale occurring during the operations of any Unrestricted Subsidiariesrelevant Test Period.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); provided, provided that (x) except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 and 9Section 8, including definitions used therein shalltherein, and in each casedetermining the amount of Excess Cash Flow, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December March 31, 2002 1998 historical financial statements of Holdings the Borrower delivered to the Lenders pursuant Banks as described in Section 6.10(b) but shall not give effect to purchase accounting adjustments arising in connection with the Recapitalization, to the extent required or permitted by APB 16 and APB 17 and their interpretations, (y) that if at any time the computations determining compliance with Section 7.10(b); provided further8, that including definitions used therein, and in determining the amount of Excess Cash Flow utilize accounting principles different from those utilized in the financial statements furnished to the Banks, such financial statements shall be accompanied by reconciliation work-sheets and (iz) all calculations of financial covenants and related definitions shall be calculated to give pro forma effect (on a basis satisfactory to the Administrative Agent) to the extent expressly required pursuant financial performance relating to any Permitted Acquisitions consummated during the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior period relating to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariescalculations.
(b) All computations of interest and Fees fees hereunder shall be made on the actual number of days elapsed over a year of 360 days (except, in the case of Base Rate Loans and Fees, 365/366 days).
Appears in 1 contract
Sources: Credit Agreement (Penhall Co)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided, that however, that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow, and all computations and all definitions (including accounting terms) used in determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, 9 shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the financial statements of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2002 financial statements of Holdings 2006 delivered to the Lenders pursuant to Section 7.10(b); provided furtherDBTCA, that as Administrative Agent (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenant, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days elapsed over a year (including the first day but excluding the last day; except that in the case of 360 daysLetter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Calculations; Computations. (a) The financial statements state-ments to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided, that however, that, (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow, and all computations and all definitions (including accounting terms) used in determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, 9 shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the financial statements of the Borrower referred to in Section 8.01(b) for the fiscal year ended December 31, 2002 financial statements of Holdings 2005 delivered to the Lenders Deutsche Bank AG Cayman Islands Branch, as Administrative Agent under (and as defined in) the Existing First-Lien Credit Agreement, pursuant to Section 7.10(b); provided further8.01(b) thereto, that (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein Basis and (iii) for purposes of calculating the Applicable Margins, the Financial Covenants, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365/6 days in the case of interest on Base Rate Loans based on the Prime Lending Rate) for the actual number of days elapsed over a year (includ-ing the first day but excluding the last day; except that in the case of 360 daysLetter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Sources: Credit Agreement (RCN Corp /De/)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States (or the equivalent thereof in any country in which a Foreign Subsidiary is doing business, as applicable) consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that, that except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.029.08 through 9.12, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders Banks pursuant to Section 7.10(b7.05(a); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
(c) Except with respect to Letters of Credit denominated in a year currency other than Dollars, all determinations of 360 daysany amount of Indebtedness and/or any other amount denominated in a currency other than Dollars shall be made by converting same into Dollars at (x) if an Other Hedging Agreement has been entered into by Holdings and/or any of its Subsidiaries in connection with such Indebtedness, and is in effect at the time of such determination, the rate provided in such Other Hedging Agreement or (y) if the provision of the preceding clause (x) is not applicable, the "official" exchange rate, if applicable, or the spot exchange rate for the currency in question in effect at the time of such determination.
Appears in 1 contract
Sources: Credit Agreement (Autotote Corp)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); providedprovided that, that (i) except as otherwise specifically provided herein, -------- all computations determining of Excess Cash Flow, the Adjusted Total Leverage Ratio Applicable Margin and the Total Leverage Ratio Applicable Commitment Commission Percentage, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 4.029.07 through 9.12, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize generally accepted accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered the Borrower referred to the Lenders pursuant to in Section 7.10(b7.05(a); provided further, that (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein --- ----- Basis and (iii) for all purposes of calculating the Applicable Margins, financial ratios, financial termsthis Agreement, all covenants and related definitions, all such calculations based on Receivables Indebtedness shall be treated as Indebtedness of the operations of Holdings Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations hereunder, regardless of any Unrestricted Subsidiariesdiffering treatment pursuant to generally accepted accounting principles.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (or 365 days in the case of interest on Base Rate Loans maintained at the Prime Lending Rate and Foreign Currency Revolving Loans denominated in Pounds Sterling) for the actual number of days elapsed over (including the first day but excluding the last day; except that in the case of Letter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
(c) Notwithstanding anything to the contrary contained in clause (a) of this Section 13.07, (i) for purposes of determining compliance with any incurrence tests set forth in Sections 8 and/or 9 (excluding Sections 9.08, 9.09, 9.10, 9.11 and 9.12), any amounts so incurred or expended (to the extent incurred or expended in a year currency other than Dollars) shall be converted into Dollars on the basis of 360 daysthe Dollar Equivalent of the respective such amounts as in effect on the date of such incurrence or expenditure under any provision of any such Section that has an aggregate Dollar limitation provided for therein (and to the extent the respective incurrence test limits the aggregate amount outstanding (or expended) at any time and is expressed in Dollars, all outstanding amounts originally incurred or expended in a currency other than Dollars shall be converted into Dollars on the basis of the Dollar Equivalent of the respective such amounts as in effect on the date any new incurrence or expenditures made under any provision of any such Section that regulates the Dollar amount outstanding (or expended) at any time).
(d) Except as provided in Section 13.07(e), for purposes of this Agreement, the Dollar Equivalent of each Foreign Currency Revolving Loan and each Letter of Credit denominated in a Foreign Currency shall be calculated on the date when any such Foreign Currency Revolving Loan is made or Letter of Credit is issued, on the second Business Day of each month and at such other times as may be designated by the Administrative Agent. Such Dollar Equivalent shall remain in effect until the same is recalculated by the Administrative Agent as provided above and notice of such recalculation is received by the Borrower, it being understood that until such notice is received, the Dollar Equivalent shall be that Dollar Equivalent as last reported to the Borrower by the Administrative Agent. The Administrative Agent shall promptly notify the Borrower of each such determination of the Dollar Equivalent.
(e) For the purposes of determining the Borrower's obligation to reimburse in Dollars a Drawing under a Letter of Credit denominated in a Foreign Currency (and each Participant's obligation to fund its Participation with respect to any such Letter of Credit), such determination shall be made by the Administrative Agent by converting the amount of the Unpaid Drawing into Dollars based on the Dollar Equivalent thereof on the day on which the Drawing is honored by the Issuing Lender. For the purposes of determining the Borrower's obligation to pay Letter of Credit Fees and Facing Fees with respect to Letters of Credit denominated in a Foreign Currency, such determination shall be made by using the Dollar Equivalent in effect from time to time during the term of any such Letter of Credit as determined by the provisions of Section 13.07(d).
Appears in 1 contract
Sources: Credit Agreement (Manitowoc Co Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); providedprovided that, that notwithstanding anything to the contrary contained in this Agreement, all computations determining compliance with Sections 8.08 and 8.09 and the definitions of Applicable Commitment 148 Commission Percentage and Applicable Margin shall include the consolidated Indebtedness (other than Indebtedness for borrowed money evidenced by a Parent Note), consolidated net cash interest expense and consolidated EBITDA, as the case may be, of each Non-Controlled Entity; provided further that, except as otherwise specifically provided herein, (i) all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.028.07 through 8.09, 8.15 inclusive, and 9, including the definitions used therein shall, in each case, of Applicable Commitment Commission Percentage and Applicable Margin shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that 6.05(a) and (iii) to all computations determining compliance with Sections 8.08 and 8.09 and the extent expressly required pursuant to the provisions definitions of this Agreement, certain calculations Applicable Commitment Commission Percentage and Applicable Margin shall be made determined on a Pro Forma BasisBasis (with the foregoing generally accepted accounting principles, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior subject to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained preceding proviso, herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariescalled "GAAP").
(b) All computations of interest interest, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Sources: Credit Agreement (Capstar Radio Broadcasting Partners Inc)
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders); provided, provided that (x) except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio Applicable Margins and compliance with Sections 4.02, 8.15 and 9, including definitions used therein shall, in each case, Section 9 shall utilize accounting principles principles, policies and policies practices in effect at the time of the preparation ofconformity with, and in conformity with consistent with, those used to prepare, prepare the December 31, 2002 historical financial statements of Holdings Flowers Industries and the pro forma historical financial statements of the Borrower and its Subsidiaries delivered to the Lenders pursuant to Section 7.10(b); provided further, that Sections 7.05(a) and (ib) prior to the Initial Borrowing Date (with the foregoing generally accepted accounting principles herein called "GAAP") and (ii) only to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations for purposes of determining Applicable Margins and compliance with Section 9 shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base -114- 121 Rate Loans shall be made on the basis of a year of 360 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.
Appears in 1 contract
Sources: Credit Agreement (Flowers Foods Inc)
Calculations; Computations. (a) The financial statements to -------------------------- be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersBanks); provided, provided that except as otherwise specifically -------- provided herein, all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.02, 8.15 8.14 and 9, including definitions used therein shall, in each case, utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, the December 31, 2002 1998 financial statements of Holdings the Borrower delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the ---------------- provisions of this Agreement, certain calculations shall be made on a Pro Forma --- ----- Basis, (ii) to the extent compliance with any determination of Sections 9.08, 9.09, 9.10 or 9.11 would include periods occurring prior to the Third Restatement Effective Date, such calculation shall be adjusted on a Pro Forma Basis to give effect to --- ----- the Transaction, as if same had occurred on the first day of the respective period and (iii) in the case of any determinations of Consolidated Interest Expense Expense, Consolidated Fixed Charges and Consolidated EBITDA for any portion of any Test Period which ends prior to the Initial Borrowing Date Third Restatement Effective Date, all computations determining compliance with Sections 9.08, 9.09, 9.10 and 9.11, as applicable, and all determinations of the Adjusted Senior Leverage Ratio, the Adjusted Total Leverage Ratio and the Total Leverage Ratio shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiariesherein.
(b) All computations of interest and Fees hereunder shall be made on the actual number of days elapsed over a year of 360 days.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the Lenders) (with the foregoing generally accepted accounting principles herein called "GAAP"); providedprovided that, that (i) except as otherwise specifically provided herein, all computations of Excess Cash Flow and all computations determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.0210.08 through 10.10, 8.15 inclusive, and 9, including definitions used therein shall, in each case, the determination of Applicable Margin shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 annual financial statements of Holdings first delivered to the Lenders pursuant to Section 7.10(b8.05(a); provided further, that (iii) for purposes of calculating financial terms, all covenants and related definitions, all such calculations based on the operations of the Borrower and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries and (iii) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest on Eurodollar Loans, Commitment Commission and Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over (including the first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable. All computations of interest on Base Rate Loans shall be made on the basis of a year of 360 365 or 366 days, as the case may be, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders Banks pursuant hereto shall be made and prepared in accordance with GAAP generally accepted accounting principles in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Company to the LendersBanks); providedprovided that, that (i) as provided in the definition of Subsidiary, Unrestricted Subsidiaries shall not be included for any purposes of this Agreement (including the computations and calculations described in the immediately succeeding clause (ii)) as Subsidiaries of the Company, (y) except as otherwise specifically provided herein, all computations determining the Adjusted Total Leverage Ratio of Excess Cash Flow and the Total Leverage Ratio Cumulative Retained Residual Excess Cash Flow Amount, and all computations determining compliance with Sections 4.0210.03 and 10.05 through 10.11, 8.15 and 9inclusive, including definitions used therein shall, in each case, shall utilize accounting principles and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 historical pro forma financial statements of Holdings delivered to the Lenders Banks pursuant to Section 7.10(b); provided further, that (i8.05(a) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating determining compliance with Sections 10.10 and 11.12 only, Adjusted Consolidated EBITDA of the Applicable MarginsCompany or the Unrestricted Subsidiaries, financial ratiosas the case may be, financial terms, all covenants shall be determined giving pro forma effect to sales and related definitions, all such calculations based acquisitions of Hotel Properties and Acquired Businesses on the operations same basis as is provided in clause (v) of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations definition of any Unrestricted SubsidiariesPro Forma Basis contained herein.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year of 360 days(including the 147 C/M 11752.0000 414856.1 first day but excluding the last day) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP in the United States consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings the Borrower to the LendersLenders to the extent, in each case, permitted by the terms of this Agreement); provided, provided that except as otherwise specifically provided herein, all computations of the Applicable Margin, and all computations and all definitions (including accounting terms) used in determining the Adjusted Total Leverage Ratio and the Total Leverage Ratio and compliance with Sections 4.0210.07 and 10.08, 8.15 and 9, including definitions used therein shall, in each case, shall utilize generally accepted accounting principles and policies in effect at the time of the preparation ofconformity with, and in conformity with consistent with, those used to prepareprepare the historical audited consolidated financial statements of the Parent and its Subsidiaries referred to in Section 8.05(a). Notwithstanding anything to the contrary in this Agreement or in any other Credit Document, for purposes of calculations and covenants made pursuant to the terms of this Agreement or any other Credit Document, GAAP will be deemed to treat leases that would have been classified as operating leases in accordance with generally accepted accounting principles in the United States as in effect on December 31, 2002 financial statements of Holdings delivered to the Lenders pursuant to Section 7.10(b); provided further, that (i) to the extent expressly required pursuant to the provisions of this Agreement, certain calculations shall be made on 2013 in a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance manner consistent with the definition treatment of Test Period contained herein and (iii) for purposes of calculating such leases under generally accepted accounting principles in the Applicable MarginsUnited States as in effect on December 31, financial ratios2013, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of notwithstanding any Unrestricted Subsidiaries.modifications or interpretive changes thereto that may occur thereafter. 107
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed over a year (including the first day but excluding the last day; except that in the case of 360 daysLetter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or other Fees are payable.
Appears in 1 contract
Calculations; Computations. (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto or as otherwise disclosed in writing by Holdings to the Lenders); providedprovided that, that (i) except as otherwise specifically provided herein, all computations determining of Excess Cash Flow (including the Adjusted Total Leverage Ratio Applicable Excess Cash Flow Percentage) and the Total Leverage Ratio Applicable Margin, and all computations and all definitions (including accounting terms) used in determining compliance with Sections 4.022.14, 8.15 9.15 and 9Section 10, including definitions used therein shallinclusive, in each case, shall utilize accounting principles GAAP and policies in effect at the time of the preparation of, and in conformity with those used to prepare, prepare the December 31, 2002 audited financial statements of Holdings delivered referred to in Section 8.05(a) for the Fiscal Year ended 2009, (ii) notwithstanding anything to the Lenders pursuant contrary contained herein, all such financial statements shall be prepared, and all financial covenants contained herein or in any other Credit Document shall be calculated, in each case, without giving effect to Section 7.10(b); provided further, that any election under FASB ASC 825 (ior any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof and (iii) to the extent expressly required pursuant to the provisions of this Agreementprovided herein, certain calculations shall be made on a Pro Forma Basis, (ii) any determination of Consolidated Interest Expense for any portion of any Test Period which ends prior to the Initial Borrowing Date shall be calculated in accordance with the definition of Test Period contained herein and (iii) for purposes of calculating the Applicable Margins, financial ratios, financial terms, all covenants and related definitions, all such calculations based on the operations of Holdings and its Subsidiaries on a consolidated basis shall be made without giving effect to the operations of any Unrestricted Subsidiaries.
(b) All computations of interest interest, Commitment Commission and other Fees hereunder shall be made on the basis of a year of 360 days (except for interest calculated by reference to the Prime Lending Rate, which shall be based on a year of 365 or 366 days, as applicable) for the actual number of days elapsed over a year (including the first day but excluding the last day; except that in the case of 360 daysLetter of Credit Fees and Facing Fees, the last day shall be included) occurring in the period for which such interest, Commitment Commission or Fees are payable.
Appears in 1 contract
Sources: Credit Agreement (Global Cash Access Holdings, Inc.)