GAAP Sample Clauses

GAAP. Generally accepted accounting principles as in effect in the United States of America from time to time.

GAAP. Except as otherwise stated in this Agreement, all financial information provided to the Bank and all financial covenants will be made under generally accepted accounting principles, consistently applied.

GAAP. The word "GAAP" means generally accepted accounting principles.

GAAP. The term "GAAP" shall mean generally accepted accounting principles, applied on a consistent basis with prior periods, set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity or other practices and procedures as may be approved by a significant segment of the accounting profession, which are applicable to the circumstances as of the date of the determination.

GAAP. GAAP" shall mean generally accepted accounting principles as in effect in the United States of America at the time of the preparation of the subject financial statement.

GAAP. Unless otherwise indicated in this Agreement or any other Credit Document, all accounting terms used in this Agreement or any other Credit Document shall be construed, and all accounting and financial computations hereunder or thereunder shall be computed, in accordance with GAAP. If GAAP changes during the term of this Agreement such that any covenants contained herein would then be calculated in a different manner or with different components, Borrower and Lender agree to negotiate in good faith to amend this Agreement in such respects as are necessary to conform those covenants as criteria for evaluating Borrower’s financial condition to substantially the same criteria as were effective prior to such change in GAAP; provided, however, that, until Borrower and Lender so amend this Agreement, all such covenants shall be calculated in accordance with GAAP as in effect immediately prior to such change.

GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Borrower notifies Lender that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if Lender notifies Borrower that Lender requests an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.

GAAP. Compliance with all financial covenants shall be calculated based on generally accepted accounting principles applied on a consistent basis as maintained by Borrower.

GAAP. Any term or provision hereof to the contrary notwithstanding, before any Pro Forma Adjustment shall be given effect for purposes of this definition, the Borrower shall deliver to the Agents a certificate executed by its chief financial or accounting Authorized Officer certifying that such Pro Forma Adjustment has been calculated in accordance with Regulation S-X or GAAP, as the case may be, and shall include a calculation of such Pro Forma Adjustment prepared in reasonable detail, together with appropriate back up; provided, that, in the case of any Pro Forma Adjustment which aggregates in excess of $5,000,000, the Borrower shall cause to be delivered to the Agents a certificate from an Independent Auditor certifying that with respect to such Pro Forma Adjustment, (i) such Independent Auditor has performed the Agreed-Upon Procedures and (ii) subject to usual and customary exceptions and qualifications, in the course of performing such Agreed-Upon Procedures nothing came to the attention of such Independent Auditor which caused it to believe that management's assumptions do not provide a reasonable basis for presenting the significant effects attributable to the transaction, that the related Pro Forma Adjustments do not give appropriate effect to those assumptions, or that the pro forma financial statements do not reflect the proper application of those Pro Forma Adjustments to the historical financial statements. Furthermore, in calculating the Interest Coverage Ratio, (i) interest on outstanding Indebtedness determined on a fluctuating basis as of the determination date and which will continue to be so determined thereafter shall be deemed to have accrued at a fixed rate per annum equal to the rate of interest on such Indebtedness in effect on the determination date; (ii) if interest on any Indebtedness actually incurred on the determination date may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a eurocurrency interbank offered rate, or other rates, then the interest rate in effect on the determination date will be deemed to have been in effect during the relevant period; and (iii) notwithstanding clause (i) above, interest on Indebtedness determined on a fluctuating basis, to the extent such interest is covered by agreements relating to interest rate swaps or similar interest rate protection Hedging Obligations, shall be deemed to accrue at the rate per annum resulting after giving effect to the operation of...