Accounting Determinations Sample Clauses

Accounting Determinations. Unless otherwise specified, all accounting terms “used herein or in any other Loan Document shall be interpreted, all accounting determinations and computations hereunder or thereunder shall be made, and all financial statements required to be delivered hereunder or thereunder shall be prepared in accordance with, those generally accepted accounting principles (“GAAP”) as in effect from time to time.

Accounting Determinations. Unless otherwise specified herein, all accounting determinations for purposes of calculating or determining compliance with the terms found in Section 1.1 or the Termination Events found in Section 8.1 and otherwise to be made under this Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with that used in preparing the financial statements referred to in Section 6.1(a)(i). If GAAP shall change from the basis used in preparing such financial statements, the certificates required to be delivered pursuant to Section 6.1(a)(iii) demonstrating compliance with the covenants contained herein shall set forth calculations setting forth the adjustments necessary to demonstrate how Arrow is in compliance with the financial covenants based upon GAAP as in effect on September 27, 2019.

Accounting Determinations. All determinations as to the Total Payments to be reduced and the amount of reduction shall be made by a nationally recognized certified public accounting firm or other firm specializing in Section 280G and Section 4999 matters selected by the Company prior to the Change of Control (the “Accountant”), whose determination shall be conclusive and binding. It is expressly understood that in determining the amount of any reduction to the Payments, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by Executive before or after the Change of Control, including any amounts payable to Executive following the Termination Date with respect to any noncompetition provisions that may apply to Executive, and the Company shall cooperate in the valuation of any such services, including any noncompetition provisions. All such determinations by the Accountant shall be at the Company’s expense.

Accounting Determinations. Unless otherwise specified herein, all accounting determinations for purposes of calculating or determining compliance with the terms found in subsection 1.1 or the standards and covenants found in subsection 12.1 and otherwise to be made under this Agreement shall be made in accordance with GAAP applied on a basis consistent in all material respects with that used in preparing the financial statements referred to in subsection 9.1. If GAAP shall change from the basis used in preparing such financial statements, the certificates required to be delivered pursuant to

Accounting Determinations. Unless otherwise specified herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made in accordance with GAAP.

Accounting Determinations. Accounting determinations regarding the business of Microgyn with respect to Sections 1.3(c) and 1.3(d) above will be made by the Board of Directors of the Surviving Corporation in accordance with generally accepted accounting principles. If the Representatives (as defined in Section 12.6 below) object to material accounting decisions affecting the Contingent Merger Shares or the Earn-Out Payments, Conceptus will appoint an independent "Big Six" public accounting firm satisfactory to Conceptus and the Representatives to decide the proper accounting treatment. Such firm's decision will be final. Any objections or claims of the Representatives based on accounting determinations or principles shall be made by the Representatives in writing within 60 days after the Representatives receive statements reflecting such determination or otherwise receive notice of such determination. Any such objections or claims shall be waived unless asserted within such 60-day period. Conceptus shall pay one-half (1/2) of the cost of retaining such accounting firm and one-half (1/2) of the cost of retaining such accounting firm shall be deducted from the aggregate dollar amount of Contingent Merger Shares or the aggregate Earn-Out Payments for the period(s) in question, as applicable. Such accounting firm shall be governed by the terms of this Agreement which shall control their deliberations and otherwise by generally accepted accounting principles.

Accounting Determinations. For each of the years in the Earnout Period, the independent auditors who certify NCRIC Group's financial statements shall determine Adjusted Earnings of the Business, pursuant to the principles set forth in Section 2.

Accounting Determinations. 23 SECTION 2. THE COMMITTED RATE LOANS.............................................................................. 24

Accounting Determinations. At the request of Gulf Power, throughout the term of the Agreement, Shell shall provide to Gulf Power public and non-public financial and business information reasonably necessary and required pursuant to applicable accounting publications for Gulf Power to make on-going accounting determinations with respect to the Agreement. To the extent Gulf Power is required to consolidate Shell as described in Article 22, Shell shall provide Gulf Power public and non-public financial and business information reasonably necessary for Gulf Power to prepare consolidated financial statements. Gulf Power may terminate this Agreement upon 60 days prior written notice and without any liability imposed upon either Shell or Gulf Power if Gulf Power is required by any Applicable Law or any accounting standard, including but not limited to those implemented or administered by FASB or International Accounting Standards Board (IASB), to consolidate Shell or any of its Affiliates or permitted assigns as a VIE in Gulf Power’s or any of its Affiliates’ financial statements; provided however, such consolidation shall not constitute basis for a termination of this Agreement if at the end of such 60 day notice period, (1) the contractual rights of Shell to the power output of the Plant represents forty percent (40%) or less of the controlled generating capacity of Shell or (2) the contractual rights of Shell to the power output of the Plant represents forty percent (40%) or less of the controlled generating capacity plus other Variable Interests of Shell or (3) Shell’s equity is at least 10% of its total capitalization (net equity plus long term debt) or greater as the case may be to ensure the equity is sufficient to permit Shell to finance its activities. To evidence their acceptance of this Agreement, the Parties have caused their authorized representatives to sign below as of the Effective Date. SHELL ENERGY NORTH AMERICA (U.S.), L.P. By: /s/ Ma▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇ame: Ma▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇itle: President GULF POWER COMPANY By: /s/ Th▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇ame: Th▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇itle: Vice President Attest:Su▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇u▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇ecretary and Treasurer To EXECUTION COPY CONFIDENTIAL EXHIBIT 4.1