Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 8 contracts
Samples: Credit Agreement (Quaker State Corp), Credit Agreement (Gt Interactive Software Corp), Credit Agreement (Cone Mills Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 8 contracts
Samples: Credit Agreement (Chubb Corp), Credit Agreement (Chubb Corp), Credit Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided thatprovided, that if the Borrower notifies the Administrative Agent that the Borrower it wishes to amend any the financial covenant in Article 5 Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 Section 5.10 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 7 contracts
Samples: Term Loan Credit Agreement (Duke Energy Florida, Llc.), Term Loan Credit Agreement (Duke Energy CORP), Term Loan Credit Agreement (Duke Energy CORP)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 7 contracts
Samples: Term Credit Agreement (Park Place Entertainment Corp), Credit Agreement (Park Place Entertainment Corp), Term Credit Agreement (Park Place Entertainment Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent Administrative Agents that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies Administrative Agents notify the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 6 contracts
Samples: Assignment and Assumption Agreement (Clorox Co /De/), Credit Agreement (Clorox Co /De/), Credit Agreement (Clorox Co /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the such Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided thatprovided, that if the Borrower Company notifies the Administrative Agent that the Borrower it wishes to amend any the financial covenant in Article 5 Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks Lenders wish to amend Article 5 Section 5.10 for such purpose), then the each Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required BanksLenders.
Appears in 6 contracts
Samples: Credit Agreement (Duke Energy Florida, Llc.), Credit Agreement (Piedmont Natural Gas Co Inc), Credit Agreement (Duke Energy Ohio, Inc.)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 5 contracts
Samples: Term Credit Agreement (Hilton Hotels Corp), Term Credit Agreement (Hilton Hotels Corp), Term Credit Agreement (Hilton Hotels Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountantsaccountants and, with respect to financial covenants including the related definitions, except for eliminating the effects of FIN 46(R)) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksAdministrative Agent; provided that for purposes of references to the financial results and information of “EQR, on a consolidated basis,” EQR shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required Banks.
Appears in 5 contracts
Samples: Revolving Credit Agreement (Equity Residential), Revolving Credit Agreement (Erp Operating LTD Partnership), Revolving Credit Bridge Agreement (Equity Residential)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the BorrowerParent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the BorrowerParent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required BanksLenders.
Appears in 5 contracts
Samples: Assignment and Assumption Agreement (Ace LTD), Credit Agreement (Ace LTD), Credit Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Company notifies the Agent (and the Agent shall promptly notify each Bank of the contents of any such notice) that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerCompany's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 5 contracts
Samples: Credit Agreement (Masco Corp /De/), Credit Agreement (Masco Corp /De/), Assignment and Assumption Agreement (Masco Corp /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in agreed to by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 5 contracts
Samples: Credit Agreement (Emerson Electric Co), Credit Agreement (Emerson Electric Co), Credit Agreement (Emerson Electric Co)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerGuarantor's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower Guarantor and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if either (i) the Borrower Guarantor notifies the Agent that the Borrower Guarantor wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Agent notifies the Borrower Guarantor that the Required Banks wish it wishes to amend Article 5 for effect such purpose)an elimination, then the BorrowerGuarantor's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower Guarantor and the Required BanksAgent to reflect such change in generally accepted accounting principles.
Appears in 4 contracts
Samples: Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's Borrowers' independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Xxxx delivered to the Lead Agent and the Banks; provided that, if the Borrower Xxxx notifies the Lead Agent and the Banks that the Borrower Xxxx wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Lead Agent notifies the Borrower Xxxx that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's Xxxx'x compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Xxxx and the Required Banks.
Appears in 4 contracts
Samples: Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp), Revolving Credit Agreement (Carramerica Realty Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect for purposes of this Agreement immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 4 contracts
Samples: Credit Agreement (Target Corp), Credit Agreement (Target Corp), Credit Agreement (Target Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 4 contracts
Samples: Credit Agreement (Western Atlas Inc), Credit Agreement (Unova Inc), Credit Agreement (Unova Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 4 contracts
Samples: Credit Agreement (Ace LTD), Credit and Reimbursement Agreement (Usf&g Corp), Credit Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America ("GAAP"), applied on a basis consistent (except for changes concurred in by the BorrowerParent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerParent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Banks.
Appears in 4 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower Company notifies the Agent that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerCompany's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 3 contracts
Samples: Credit Agreement (Gillette Co), Credit Agreement (Gillette Co), Credit Agreement (Gillette Co)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 3 contracts
Samples: Credit and Reimbursement Agreement (Aes Corp), Reimbursement Agreement (Aes Corp), Reimbursement Agreement (Aes Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower's Parent’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's Parent’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Banks.
Appears in 3 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if either (i) the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for effect such purpose)an elimination, then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower and the Required BanksBanks to reflect such change in generally accepted accounting principles.
Appears in 3 contracts
Samples: Bridge Credit Agreement (Tyco International LTD), Credit Agreement (Tyco International LTD), Credit Agreement (Tyco International LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower's Parent’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower's Parent’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required BanksLenders.
Appears in 3 contracts
Samples: Credit Agreement (Ace LTD), Term Loan Agreement (Ace LTD), Credit Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; , provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Calculations with respect to periods commencing prior to the Closing Date shall be made as if the Predecessor were the Borrower.
Appears in 3 contracts
Samples: Credit Agreement (Galileo International Inc), Credit Agreement (Galileo International Inc), Credit Agreement (Galileo International Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant contained in Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such covenant for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 3 contracts
Samples: Credit Agreement (Martin Marietta Materials Inc), Credit Agreement (Martin Marietta Materials Inc), Revolving Credit Agreement (Martin Marietta Materials Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 5.21(b) and (ii) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 3 contracts
Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied (effective after delivery of the Initial Financial Statements) on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 3 contracts
Samples: RCF Facility (Rite Aid Corp), Agreement (Rite Aid Corp), Agreement (Rite Aid Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 3 contracts
Samples: Credit Agreement (Mallinckrodt Inc /Mo), Credit Agreement (Exide Electronics Group Inc), Credit Agreement (Mallinckrodt Inc /Mo)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks, respectively.
Appears in 2 contracts
Samples: Credit Agreement (Marsh & McLennan Companies Inc), Credit Agreement (Marsh & McLennan Companies Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks, respectively. Without limitation on the foregoing, any reference in any definitions to cash charges shall mean charges that are or are expected to be incurred or paid in cash, and any reference to non-cash charges shall mean charges that are not expected to be paid in cash at any time.
Appears in 2 contracts
Samples: Credit Agreement (Marsh & McLennan Companies, Inc.), Credit Agreement (Marsh & McLennan Companies Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower's Credit Parties’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the BanksLenders; provided that, if if: (a) the Borrower notifies the Agent Lenders that the Borrower wishes to amend any covenant in Article 5 provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 any provision of any Loan Document for such purpose), then the Borrower's compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend the calculation of the Borrower's Debt Coverage Ratio for purposes of determining Pricing Periods or to amend any covenant in Article 5 V, in either case to eliminate the effect of any change in generally accepted accounting principles on the operation of such calculation or covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such calculation or covenant for such purpose), then such calculation or the Borrower's compliance with such covenant covenant, as the case may be, shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such calculation or covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Corning Clinical Laboratories Inc), Credit Agreement (Pathology Building Partnership)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Five Year Credit Agreement (Hilton Hotels Corp), Credit Agreement (Hilton Hotels Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's Company’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 any provision hereof for such purpose), then the Borrower's compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Foot Locker Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Valero Energy Corp), Credit Agreement (Px Acquisition Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksAgent; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 VI to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 VI for such purpose), then the Borrower's compliance with such covenant shall be determined applied on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Credit Agreement (Pinnacle West Capital Corp), Credit Agreement (Pinnacle West Capital Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerCompany's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks.. Credit Agreement
Appears in 2 contracts
Samples: Credit Agreement (Lincoln National Corp), Credit Agreement (Lincoln National Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred made in by consultation with the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (At&t Capital Corp /De/), Credit Agreement (At&t Capital Corp /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred made in by consultation with the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (At&t Capital Corp /De/), Credit Agreement (At&t Capital Corp /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent -------- that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Armstrong World Industries Inc), Conformed Copy (Armstrong World Industries Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, made and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's Company’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's Company’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks. Without limiting the foregoing, unless and until the Company notifies the Administrative Agent otherwise, leases shall be classified and accounted for on a basis that does not give effect to Accounting Standards Update 2016-02 for all purposes of this Agreement, notwithstanding any change in GAAP relating thereto, unless the parties hereto shall enter into a mutually acceptable amendment addressing such changes, as provided for above.
Appears in 2 contracts
Samples: Credit Agreement (Lincoln National Corp), Credit Agreement (Lincoln National Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the BorrowerParent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Parent notifies the Administrative Agent that the Borrower Parent wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerParent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Banks.
Appears in 2 contracts
Samples: Reimbursement Agreement (Ace LTD), Reimbursement Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent Administrative Agents that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies Administrative Agents notify the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Section 1.03.
Appears in 2 contracts
Samples: Credit Agreement (Clorox Co /De/), Credit Agreement (Clorox Co /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 calculation of the “Recourse Debt to Cash Flow Ratio” to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant calculation (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 such calculation for such purpose), then the Borrower's ’s compliance with such covenant calculation shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant calculation is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Aes Corp), Collateral Trust Agreement (Aes Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect effect, from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of such generally accepted accounting principles in effect immediately before the relevant change in such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (American Stores Co /New/), Assignment and Assumption Agreement (American Stores Co /New/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 any provision hereof for such purpose), then the Borrower's compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Woolworth Corporation), Bridge Loan Agreement (Venator Group Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Aes Corporation), Assignment and Assumption Agreement (Aes Corporation)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Credit Agreement (Norfolk Southern Corp), Credit Agreement (Norfolk Southern Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent Guarantor and its Consolidated Subsidiaries delivered for the fiscal year ended October 3, 1997 referred to in paragraph (a) of Section 4.04 (except for changes to which independent public accountants for the Banks; Parent Guarantor take no exception) provided that, if the Borrower notifies Borrowers notify the Agent Agents that the Borrower wishes Borrowers wish to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies Agents notify the Borrower Borrowers that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's Borrowers' compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent Guarantor, the Borrowers and the Required Banks.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Aramark Corp), Credit and Guaranty Agreement (Aramark Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then AES Fourth Amended and Restated Credit Agreement the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Collateral Trust Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if either (i) the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article 5 or (or if ii) the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for effect such purpose)an elimination, then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Borrower and the Required BanksBanks to reflect such change in generally accepted accounting principles.
Appears in 2 contracts
Samples: Credit Agreement (Tyco International LTD /Ber/), Agreement (Tyco International LTD /Ber/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 to eliminate the effect of any change after the date hereof in generally accepted accounting principles (which, for purposes of this proviso, shall include the generally accepted application or interpretation thereof) on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 any such covenant for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Credit Agreement (Martin Marietta Materials Inc), Credit Agreement (Martin Marietta Materials Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 6.21(b) and (ii) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 6 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 6 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Section 1.3.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Data Systems Corp), Credit Agreement (Alliance Data Systems Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 2 contracts
Samples: Credit Agreement (Park Place Entertainment Corp), Short Term Credit Agreement (Park Place Entertainment Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, GAAP applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountantsaccountants and, with respect to financial covenants including the related definitions, except for eliminating the effects of FIN 46(R) and FAS APB 14-a) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksAdministrative Agent; provided that for purposes of references to the financial results and information of “EQR, on a consolidated basis,” EQR shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner reasonably satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Equity Residential), Credit Agreement (Erp Operating LTD Partnership)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent in all material respects (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 for such purpose), then the BorrowerCompany's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks, and the parties hereto agree to enter into negotiations in good faith in order to amend such provisions in a credit-neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the financial condition and performance of the Company and its Consolidated Subsidiaries shall be the same after such changes as if such changes had not been made.
Appears in 2 contracts
Samples: Day Credit Agreement (Imc Global Inc), Imc Global Inc
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, (x) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks, and (y) for purposes of determining Consolidated Net Worth, generally accepted accounting principles as in effect at the time of and as used to prepare the financial statements referred to in Section 4.4(a) hereof shall be used for such determination, notwithstanding any change in such generally accepted accounting principles after the date of such financial statements.
Appears in 2 contracts
Samples: Credit Agreement (Ingersoll Rand Co), Credit Agreement (Ingersoll Rand Co)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower Company notifies the Administrative Agent that the Borrower Company wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 any provision hereof for such purpose), then the Borrower's compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 2 contracts
Samples: Credit Agreement (Foot Locker Inc), Credit Agreement (Venator Group Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksBanks (“GAAP”); provided that, (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities or assets acquired as permitted under Section 5.21(b) and (ii) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 2 contracts
Samples: Term Loan Agreement, Term Loan Agreement (Alliance Data Systems Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. ARTICLE 2.
Appears in 2 contracts
Samples: Assignment and Assumption Agreement (Target Corp), Assignment and Assumption Agreement (Target Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. The pro forma condensed financial statements to be delivered by the Borrower pursuant to Sections 5.01(a)(ii) or 5.01(b)(y)(A) shall be prepared on a basis consistent with the pro forma condensed financial information presented in the Information Memorandum.
Appears in 2 contracts
Samples: Credit Agreement (Norfolk Southern Corp), Credit Agreement (Norfolk Southern Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States (“GAAP”), applied on a basis consistent (except for changes concurred in by the Borrower's Credit Parties’ independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the BanksLenders; provided that, if if: (a) the Borrower Representative notifies the Agent Lenders that the Borrower wishes Borrowers wish to amend any covenant in Article 5 provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Agent notifies the Borrower Representative that the Required Banks Lenders wish to amend Article 5 any provision of any Loan Document for such purpose), then the Borrower's compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower Representative and the Required BanksLenders.
Appears in 2 contracts
Samples: Security Agreement (Curative Health Services Inc), Credit Agreement (Curative Health Services Inc)
Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Rite Aid Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in agreed to by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksAgent; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (CNF Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower it wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless ----------------------------------- otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with United States generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, unless or until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.Lenders. The
Appears in 1 contract
Samples: Credit Agreement (FMC Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect for U.S. domiciled companies from time to time, applied on a basis consistent (except for changes concurred in approved by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, PROVIDED that if the Borrower notifies the Administrative Agent that the Borrower wishes desires to amend any covenant in Article 5 (or any related definition) to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if such definition), or the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such covenant (or any such definition) for such purpose), then the Borrower's compliance with such covenant shall be determined (or such definition shall be interpreted) on the basis of generally accepted accounting principles in effect immediately before the relevant such change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant (or such definition) is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Bridge Loan Agreement (Pentair Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the US Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the US Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, (i) all calculations of financial covenants and corresponding accounting terms shall include for all periods covered thereby pro forma adjustments for the (x) actual historical financial performance of and (y) identifiable cost savings associated with providing data processing services to any entities acquired as permitted under Section 6.22(b) and (ii) if the a Borrower notifies the Administrative Agent that the such Borrower wishes to amend any covenant in Article 5 6 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the either Borrower that the Required Banks wish to amend Article 5 6 for such purpose), then the Borrower's Borrowers’ compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Borrowers and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.the
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerAES's independent public accountants) with the most recent audited consolidated financial statements of the Borrower AES and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower AES notifies the Agent that the Borrower AES wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower AES that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerAES's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower AES and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Aes Corporation)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Company notifies the Agent (and the Agent shall promptly notify each Bank of the contents of any such notice) that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of SIDLEY XXXXXX XXXXX & XXXX LLP such covenant (or if the Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerCompany's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Masco Corp /De/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerMallinckrodt's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Mallinckrodt and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Mallinckrodt notifies the Administrative Agent that the Borrower Mallinckrodt wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Mallinckrodt that the Required Banks wish to amend Article 5 for such purpose), then the BorrowerMallinckrodt's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Mallinckrodt and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower---- Parent's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Parent and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower Parent notifies the Administrative Agent -------- that the Borrower Parent wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Parent that the Required Banks wish to amend Article 5 V for such purpose), then the BorrowerParent's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, the Parent shall provide a statement of reconciliation conforming such financial information to such generally accepted accounting principles as previously in effect), until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Parent and the Required Banks.
Appears in 1 contract
Samples: Reimbursement Agreement (Ace LTD)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (CNF Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with applicable generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in applicable generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of applicable generally accepted accounting principles in effect immediately before the relevant change in applicable generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with United States generally accepted accounting principles as in effect from time to time, time applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant contained in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, unless or until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders. The Administrative Agent shall promptly notify the Lenders of any notice received from the Borrower pursuant to this Section 1.02.
Appears in 1 contract
Samples: Day Credit Agreement (FMC Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States, applied on a basis consistent (except for changes concurred in by the Borrower's Holdings' independent public accountants) with the most recent audited consolidated financial statements of the Borrower Holdings and its Consolidated Subsidiaries and/or QSC and its Consolidated Subsidiaries delivered to the BanksAgent (and delivered by the Agent to the Lenders); provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect in the United States immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 1 contract
Samples: Term Loan Agreement (Qwest Communications International Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the then most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's Carlisle’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower Carlisle and its Consolidated Subsidiaries delivered to the BanksBanks prior to the Effective Date; provided that, if the Borrower Carlisle notifies the Administrative Agent that the Borrower Carlisle wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower Carlisle that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's Carlisle’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Carlisle and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerCompany's independent public accountants) with the most recent audited consolidated financial statements of the Borrower Company and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower Company notifies the Agent that the Borrower Company wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower Company that the Required Banks wish to amend Article 5 V for such purpose), then then, with the Borrowerconsent of the Required Banks, the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Company and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, no change in generally accepted accounting principles shall affect the operation of any covenant if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any such covenant in Article 5 to eliminate the such effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose)) until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. Until such notice is given or withdrawal is made, then as the case may be, the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Cisco Systems Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies -------- ---- the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Policy Management Systems Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's ’s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided thatprovided, that if the Borrower notifies the Administrative Agent that the Borrower it wishes to amend any the financial covenant in Article 5 Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 Section 5.10 for such purpose), then the Borrower's ’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 1 contract
Samples: The Term Loan Credit Agreement (Progress Energy Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein or in any of the Loan Documents shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles in Mexico as in effect from time to timetime ("Mexican GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its respective Consolidated Subsidiaries delivered to the Banks; provided thatprovided, that if the Borrower notifies the Administrative Agent that the Borrower reasonably wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant Mexican GAAP (or if the Administrative Agent notifies the Borrower that the Required Banks reasonably wish to amend Article 5 any provision for such purpose), then the Borrower's compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles Mexican GAAP in effect immediately before the relevant change in generally accepted accounting principles Mexican GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Loews Cineplex Entertainment Corp)
Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Documentation Agent -------- that the Borrower wishes to amend any covenant in Article 5 V or any related definition to eliminate the effect of any change in generally accepted accounting principles after the date hereof on the operation of such covenant or definition (or if the Documentation Agent notifies the Borrower that the Required Banks wish to amend Article 5 V or any related definition for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant or definition is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated consolidated Subsidiaries delivered to the BanksLenders ("GAAP"); provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise ------------------------------------ specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Agent that the Borrower -------- wishes to amend any covenant contained in Article 5 V or the definition of "Pricing Ratio" to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant or such definition (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 any such covenant or such definition for such purpose), then the Borrower's compliance with such covenant or the calculation of the Pricing Ratio, as applicable, shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended amendment becomes effective in a manner satisfactory to the Borrower and the Required Banksaccordance with this Agreement.
Appears in 1 contract
Samples: Credit Agreement (Brylane Inc)
Accounting Terms and Determinations. Unless otherwise specified in the immediately succeeding sentence or otherwise herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the BanksLenders; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 or any related definition to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 any related definition for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant or definition is amended in a manner satisfactory to the Borrower and the Required BanksLenders.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the BorrowerAES's independent public accountants) with the most recent audited consolidated financial statements of the Borrower AES and its Consolidated Subsidiaries delivered to the Banks; provided PROVIDED that, if the Borrower AES notifies the Agent that the Borrower AES wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower AES that the Required Banks wish to amend Article 5 for such purpose), then the BorrowerAES's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower AES and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Aes Corporation)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Guarantor, the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks. SECTION 1.3.
Appears in 1 contract
Accounting Terms and Determinations. Unless ----------------------------------- otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Administrative Agent and the Banks; provided that, if the Borrower notifies the Administrative -------- Agent and the Banks that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Carramerica Realty Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with United States generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in with by the Borrower's Borrower s independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in United States generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's Borrower s compliance with such covenant shall be determined on the basis of United States generally accepted accounting principles in effect immediately before the relevant change in United States generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise ----------------------------------- specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements included in Annual Statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles practices prescribed or permitted by applicable insurance regulatory authorities as in effect from time to timetime (the "Insurance Accounting Principles"), applied on a basis consistent (except for changes concurred in required by the Borrower's independent public accountantssuch insurance regulatory authorities) with the most recent audited consolidated financial statements Annual Statement of the applicable Borrower and its Consolidated Subsidiaries delivered to the Banks; provided -------- that, if the such Borrower notifies the Agent that the Borrower it wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles Insurance Accounting Principles on the operation of such covenant (or if the Agent notifies the such Borrower that the Required Banks wish to amend Article 5 for such purpose), then the such Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles practices prescribed or permitted by insurance regulatory authorities in effect immediately before the relevant change in generally accepted such accounting practices or principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower Borrowers and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Nationwide Financial Services Inc /Oh/)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant (and any related definition) in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to timetime in the United States ("GAAP"), applied on a basis consistent (except for changes concurred in by the Borrower's Credit Parties' independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries Credit Parties delivered to the BanksLenders; provided that, if if: (a) the Borrower notifies the Agent Lenders that the Borrower wishes to amend any covenant in Article 5 provision of any Loan Document to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant provision, or (or if b) the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 any provision of any Loan Document for such purpose), then the Borrower's compliance with such covenant provision shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant provision is amended in a manner reasonably satisfactory to the Borrower and the Required BanksLenders.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpretedherein, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared used, determined and prepared, as the case may be, in accordance with generally accepted accounting principles as in effect from time to timeGAAP, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower notifies Agent and the Agent Lenders that the Borrower wishes to amend any covenant in Article 5 V to eliminate the effect of any change in generally accepted accounting principles GAAP that occurs after the Closing Date on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks Lenders wish to amend Article 5 V for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles GAAP in effect immediately before the relevant change in generally accepted accounting principles GAAP became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required BanksLenders. Notwithstanding the foregoing, all financial statements delivered hereunder shall be prepared, and all financial covenants contained herein shall be calculated, without giving effect to any election under Statement of Financial Accounting Standards 159 (or any similar accounting principle) permitting a Person to value its financial liabilities at the fair value thereof.
Appears in 1 contract
Samples: Credit Agreement (Steris Corp)
Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, that if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 provision hereof to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant provision (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 any provision hereof for such purpose), then the Borrower's compliance with such covenant provision shall be determined applied on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Venator Group Inc)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate or otherwise adjust for the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Credit Agreement (Turner Corp)
Accounting Terms and Determinations. (a) Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered to the Banks; provided that, if the Borrower notifies the Administrative Agent that the Borrower wishes to amend any covenant in Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Borrower that the Required Banks wish to amend Article 5 for such purpose), then the Borrower's compliance with such covenant shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Borrower and the Required Banks.
Appears in 1 contract
Samples: Pledge Agreement (Rite Aid Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared prepared, in accordance with generally accepted accounting principles as in effect from time to time, applied on a basis consistent (except for changes concurred in by the Borrower's independent public accountants) with the most recent audited consolidated financial statements of the Borrower and its Consolidated Subsidiaries delivered referred to the Banksin Section 4.04; provided that, if the Borrower notifies the Agent that the Borrower wishes to amend the definition of the term "Level I Pricing Period" or "Level II Pricing Period" or any covenant contained in Article 5 V to eliminate the effect of any change in generally accepted accounting principles on such definition or on the operation of such covenant or such determination (or if the Agent notifies the Borrower that the Required Banks wish to amend Article 5 any such definition or covenant or such determination for such purpose), then such definitions and the Borrower's compliance with such covenant covenant, as applicable, shall be determined on the basis of generally accepted accounting principles in effect immediately before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended amendment becomes effective in a manner satisfactory to the Borrower and the Required Banksaccordance with this Agreement.
Appears in 1 contract
