Methodology 1. The price at which the Assuming Institution sells or disposes of Qualified Financial Contracts will be deemed to be the fair market value of such contracts, if such sale or disposition occurs at prevailing market rates within a predefined timetable as agreed upon by the Assuming Institution and the Receiver.
Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.
Certain Calculations Unless otherwise specified herein, the following provisions shall apply:
Detailed Description of Services / Statement of Work Describe fully the services that Contractor will provide, or add and attach Exhibit B to this Agreement.
Evidence and Calculations In the absence of manifest error, the records of the Collateral Agent are conclusive evidence of the existence and the amount of the Secured Liabilities.
Service Providing Methodology 1.3.1 Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific services.
Sentencing Guidelines Calculations 8. Defendant understands that in imposing sentence the Court will be guided by the United States Sentencing Guidelines. Defendant understands that the Sentencing Guidelines are advisory, not mandatory, but that the Court must consider the Guidelines in determining a reasonable sentence.
Testing Procedure Limitations The Asset Representations Reviewer will only be required to perform the Tests, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other than a Review Report. However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Receivable that it determines in good faith to be material to the Asset Representations Review.
Operation and Maintenance Manuals Receipts for transmittal of Operation and Maintenance Manuals, Brochures and Data to the Design Professional (or Commissioning Agent) as required by Section 6.1.1.5.
Method of Calculation The Finance Charge on my account is calculated by multiplying the number of days in the billing period by the daily periodic rate and multiplying the result by the "average daily balance". The "daily periodic rate" is the corresponding Annual Percentage Rate divided by 365. The "average daily balance" is figured by taking the beginning balance each day, adding any new advances, purchases, fees, or adjustments, and subtracting any payments or credits. The result is the daily balance, then all daily balances for the billing period are added together and the result is divided by the number of days in the billing period. To avoid paying Finance Charges on Purchase Transactions, the entire outstanding balance of all Purchase, Cash Advance, and Balance Transfer transactions as of the statement date and any Cash Advance or Balance Transfer transactions posted after the statement date, plus any Finance Charges and fees must be paid in full by the due date or the Finance Charge will be assessed from the date each purchase transaction posted. I cannot avoid Interest Charges on Cash Advance and Balance Transfers. Cash Advance and Balance Transfer transactions accrue interest immediately beginning on the date the transaction posts to the account. When there are different rates for purchase, cash advances, or balance transfers, separate average daily balances for each will be calculated and the appropriate periodic rate is then applied to each balance. Purchases and Cash Advances. I may use my card to buy goods and services anywhere it is accepted. I may also use my card to borrow cash from you by making cash advances at any financial institution or ATM (Automated Teller Machine) that accepts it. Making Payment. I will be sent a combined statement each month that shows me the new card account balance. I may pay the entire balance owing at any time, or I may pay in monthly installments. My monthly statement will show the minimum payment I must make and the date when you must receive the payment. My payment of the minimum payment due may be applied to what I owe the Credit Union in any manner you choose. If I make a payment in excess of the required minimum payment due, you will allocate the excess amount first to the balance with the highest annual percentage rate "APR" and any remaining portion to the other balances in descending order based on the next highest APR, as of the date you receive my payment unless otherwise prescribed by law. Other Charges. If I request copies of charge slips or statements, you can charge me a per item fee to cover the cost of finding and duplicating them. If I dispute a charge on my account, and after investigation it is found to be my charge, you can charge a fee to cover the cost of the research. The costs for such services is available in the Fee Schedule posted at each branch and you will provide me information regarding the current costs for such services at the time I make my request. My Credit Limit. From time to time, you may adjust my maximum credit limit. I agree to keep the total of purchases and cash advances made on my account within this limit. Exceeding Credit Limit. I understand that any amount charged over my credit limit will be immediately due and payable in addition to my regularly scheduled payment. The amount over limit will be reflected under the "Past Due" field on my statement and will be added to the "Current Payment". The total amount I will be required to pay in that billing cycle will include the amount exceeding the credit limit and all other amounts that would otherwise be due for that billing cycle.
