Accounting Terms; GAAP; Pro Forma Calculations Sample Clauses

Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made (i) without giving effect to any election under Accounting Standards Codification 000-00-00 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Subsidiary at “fair value”, as defined therein and (ii) without giving effect to any treatment of Indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such Indebtedness in a reduced or bifurcated manner as described therein, and such Indebtedness shall at all times be valued at the full stated principal amount thereof.
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Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time; provided that (i) if the Company notifies the Administrative Agent that the Company requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Company that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith and (ii) for purposes of determining compliance with any covenant set forth in Article VI, no effect shall be given to any election under Statement of Financial Accounting Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities, or any successor thereto (including pursuant to the Accounting Standards Codification), to value any Indebtedness of the Company or any Subsidiary at “fair value”, as defined therein.
Accounting Terms; GAAP; Pro Forma Calculations. (a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature (including the termunrestricted cash and cash equivalents”) shall be construed in accordance with GAAP, as in effect from time to time; provided that, if at any time any change in GAAP or in the application thereof would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower, the Administrative Agent or the Required Lenders shall so request, the Administrative Agent and the Borrower shall negotiate in good faith to approve such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so approved, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein.
Accounting Terms; GAAP; Pro Forma Calculations. 23 SECTION 1.05. Status of Obligations 24 SECTION 1.06. Amendment and Restatement of Existing Credit Agreement 24 ARTICLE II The Credits 25 SECTION 2.01. Commitments 25 SECTION 2.02. Loans and Borrowings 25 SECTION 2.03. Requests for Borrowings 26 SECTION 2.04. Determination of Dollar Amounts 27 SECTION 2.05. Swingline Loans 27 SECTION 2.06. Letters of Credit 28 SECTION 2.07. Funding of Borrowings 33 SECTION 2.08. Interest Elections 33 SECTION 2.09. Termination and Reduction of Commitments 35
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Accounting Terms; GAAP; Pro Forma Calculations. 19 SECTION 1.05. Determinations Made in Good Faith 20 ARTICLE II The Credits SECTION 2.01. Commitments 20 SECTION 2.02. Loans and Borrowings 20 SECTION 2.03. Requests for Borrowings 21 SECTION 2.04. Funding of Borrowings 22 SECTION 2.05. Interest Elections 22 SECTION 2.06. Termination and Reduction of Commitments 24 SECTION 2.07. Repayment of Loans; Evidence of Debt 25 SECTION 2.08. Prepayment of Loans 25 SECTION 2.09. Fees 26 SECTION 2.10. Interest 27 SECTION 2.11. Alternate Rate of Interest 27 SECTION 2.12. Increased Costs 28 SECTION 2.13. Break Funding Payments 29 SECTION 2.14. Taxes 30
Accounting Terms; GAAP; Pro Forma Calculations. 29 SECTION 1.05 Status of Obligations 30 SECTION 1.06 Divisions 31 SECTION 1.07 USD LIBOR Phase Out Disclosure 31 Article II The Credits 31 SECTION 2.01 Revolving Loan Commitments 31 SECTION 2.02 Loans and Borrowings 32 SECTION 2.03 Requests for Borrowings 32 SECTION 2.04 Reserved 33 SECTION 2.05 Reserved 33 SECTION 2.06 Letters of Credit 33 SECTION 2.07 Funding of Borrowings 38 SECTION 2.08 Interest Elections 38 SECTION 2.09 Termination and Reduction of Revolving Loan Commitments 40 SECTION 2.10 Repayment of Loans; Evidence of Debt 40 SECTION 2.11 Optional Prepayment of Loans. 41 SECTION 2.12 Mandatory Prepayments. 41 SECTION 2.13 Fees 42 SECTION 2.14 Interest 43 SECTION 2.15 Alternate Rate of Interest; Effect of Benchmark Transition Event. 44 SECTION 2.16 Increased Costs; Illegality 50 SECTION 2.17 Break Funding Payments 52 SECTION 2.18 Taxes 52
Accounting Terms; GAAP; Pro Forma Calculations. Limited Conditionality Acquisition 40 SECTION 1.05. Status of Obligations 41 ARTICLE II The Credits 42 SECTION 2.01. Commitments 42 SECTION 2.02. Loans and Borrowings 42 SECTION 2.03. Procedure for Borrowings 42 SECTION 2.04. [Intentionally Omitted] 43 SECTION 2.05. [Intentionally Omitted] 43 SECTION 2.06. [Intentionally Omitted] 43 SECTION 2.07. [Intentionally Omitted] 43 SECTION 2.08. [Intentionally Omitted] 43 SECTION 2.09. Interest Elections 43 SECTION 2.10. Termination of Commitments 44 SECTION 2.11. Repayment and Amortization of Loans; Evidence of Debt 44 SECTION 2.12. Prepayment of Loans 45 SECTION 2.13. Fees 47 SECTION 2.14. Interest 47 SECTION 2.15. Alternate Rate of Interest 48 SECTION 2.16. Increased Costs 49 SECTION 2.17. Break Funding Payments 50 SECTION 2.18. Taxes 50 SECTION 2.19. Payments Generally; Allocation of Proceeds; Sharing of Set-offs 53 SECTION 2.20. Mitigation Obligations; Replacement of Lenders 55 SECTION 2.21. Incremental Term Facilities 55 SECTION 2.22. Returned Payments 58 SECTION 2.23. [Intentionally Omitted.] 58 SECTION 2.24. [Intentionally Omitted.] 58 SECTION 2.25. [Intentionally Omitted.] 58 SECTION 2.26. Defaulting Lenders 58 SECTION 2.27. Loan Modification Offers 58 SECTION 2.28. Refinancing Amendments 59 ARTICLE III Representations and Warranties 60 SECTION 3.01. Organization; Powers 61 SECTION 3.02. Authorization; Enforceability 61 SECTION 3.03. Governmental Approvals; No Conflicts 61 SECTION 3.04. Financial Condition; No Material Adverse Change 61 SECTION 3.05. Properties 61 SECTION 3.06. Litigation and Environmental Matters 62 SECTION 3.07. Compliance with Laws and Agreements 62 SECTION 3.08. Investment Company Status 62 SECTION 3.09. Taxes 62 SECTION 3.10. ERISA; Non-U.S. Pension Plans. 62 SECTION 3.11. Disclosure 63 SECTION 3.12. Material Agreements 63 SECTION 3.13. Solvency 63 SECTION 3.14. Insurance 64 SECTION 3.15. Capitalization and Subsidiaries 64 SECTION 3.16. No Burdensome Restrictions 64 SECTION 3.17. Federal Reserve Regulations 64 SECTION 3.18. Security Interest in Collateral 64 SECTION 3.19. Employment Matters 64 SECTION 3.20. Common Enterprise 64 SECTION 3.21. Anti-Corruption Laws and Sanctions 65 SECTION 3.22. EEA Financial Institutions. 65 SECTION 3.23. Plan Assets; Prohibited Transactions 65 ARTICLE IV Conditions 65 SECTION 4.01. Effective Date 65 ARTICLE V Affirmative Covenants 66 SECTION 5.01. Financial Statements and Other Information 67 SECTION 5.02. Notices of Material Events 68 SECTION 5.03. Ex...
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