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 independent public accountants) with the most recent audited consolidated financial statements of such Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Company notifies the Administrative Agent that it wishes to amend the financial covenant in 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 Company that the Required Lenders wish to amend Section 5.10 for such purpose), then each Borrower’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before the relevant change in generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company and the Required Lenders.
Appears in 7 contracts
Sources: Amendment No. 2 and Consent (Duke Energy Florida, LLC), Credit Agreement (Duke Energy Florida, Llc.), Amendment No. 4 and Consent (Piedmont Natural Gas Co 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent Agents that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Agents notify the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 7 contracts
Sources: Credit 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 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 accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required Lenders.
Appears in 7 contracts
Sources: Short Term Credit Agreement (Park Place Entertainment Corp), Multi Year 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 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’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 Company Borrower and the Required Lenders.
Appears in 5 contracts
Sources: Credit Agreement (Emerson Electric Co), Credit Agreement (Emerson Electric Co), Long Term 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 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 accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required Lenders.
Appears in 5 contracts
Sources: Short Term Credit Agreement (Hilton Hotels Corp), Short Term Credit Agreement (Hilton Hotels Corp), Short 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 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (provided that for the purpose of calculating covenant compliance under Article 5, the effect of FASB ASC Topic 815 shall not be applied); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 5 contracts
Sources: 364 Day Credit Agreement (Target Corp), 364 Day Credit Agreement (Target Corp), 364 Day 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 timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article 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 Company Parent that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each Borrower’s the Parent'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 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 Company Parent and the Required Lenders.
Appears in 5 contracts
Sources: Credit 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 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 relevant Borrower’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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 5 contracts
Sources: Revolving Credit Agreement (Equity Residential), Revolving Credit Agreement (Erp Operating LTD Partnership), Revolving Credit 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 in the United States of America ("GAAP"), applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article 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 Company Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrower’s the Parent'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 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 Company Parent and the Required LendersBanks.
Appears in 4 contracts
Sources: 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 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 relevant Borrower’s Guarantor's independent public accountants) with the then most recent audited consolidated financial statements of such Borrower the Guarantor and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if either (i) the Company Guarantor notifies the Administrative Agent that it the Guarantor wishes to amend the financial covenant in Section 5.10 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 Administrative Agent notifies the Company Guarantor that the Required Lenders wish it wishes to amend Section 5.10 for effect such purpose)an elimination, then each Borrower’s the Guarantor'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 (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Company Guarantor and the Required LendersAgent to reflect such change in generally accepted accounting principles.
Appears in 4 contracts
Sources: 364 Day Credit Agreement (Tyco International LTD /Ber/), Credit Agreement (Tyco International LTD /Ber/), Bridge Loan 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 4 contracts
Sources: Credit Agreement (Western Atlas Inc), Credit Agreement (Unova Inc), Credit Agreement (Western Atlas 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 4 contracts
Sources: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement Agreement (Aes Corporation), Credit and Reimbursement 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 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 4 contracts
Sources: 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedBanks, that provided that, if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks. 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
Sources: 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 any such covenant for such purpose), then each 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 effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks.
Appears in 3 contracts
Sources: Credit Agreement (Martin Marietta Materials Inc), Revolving Credit Agreement (Martin Marietta Materials Inc), 364 Day 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required Lenders.
Appears in 3 contracts
Sources: 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 in accordance with generally accepted accounting principles as in effect from time to timetime ("GAAP"), applied applied, with respect to any of any Company or Holdings, on a basis consistent (except for changes concurred in by the relevant Borrower’s such Company's and Holdings' independent public accountants) with the most recent audited consolidated and consolidating financial statements of such Borrower LTC and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company LTC notifies the Administrative Agent Lenders that it LTC wishes to amend the financial any covenant in Section 5.10 Article 8 or the definition of "Excess Cash Flow" or any related definition to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant or the determination of "Excess Cash Flow" (or if the Administrative Agent notifies the Company LTC that the Required Lenders wish to amend Section 5.10 Article 8 or the definition of "Excess Cash Flow" or any related definition for such purpose), then each Borrower’s LTC's compliance with such covenant or "Excess Cash Flow", as the case may be, shall be determined on the basis of generally accepted accounting principles as 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 Company Holdings and the Required Lenders.
Appears in 3 contracts
Sources: Credit Agreement (Lets Talk Cellular & Wireless Inc), Credit Agreement (Lets Talk Cellular & Wireless Inc), Credit Agreement (Lets Talk Cellular & Wireless 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 relevant Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if either (i) the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 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 Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 for effect such purpose)an elimination, then each 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 (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks to reflect such change in generally accepted accounting principles.
Appears in 3 contracts
Sources: Bridge Credit Agreement (Tyco International LTD), Credit Agreement (Tyco International LTD), 364 Day 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 relevant BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 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 Company Parent that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each Borrowerthe Parent’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 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 Company Parent and the Required Lenders.
Appears in 3 contracts
Sources: Term Loan 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 in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 3 contracts
Sources: 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 3 contracts
Sources: Exchange Debt Facility (Rite Aid Corp), RCF Facility Agreement (Rite Aid Corp), PCS Facility 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 timetime in the United States of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the relevant BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article 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 Company Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrowerthe Parent’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 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 Company Parent and the Required LendersBanks.
Appears in 3 contracts
Sources: 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 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 independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 3 contracts
Sources: Credit and Reimbursement Agreement (Aes Corp), Credit and Reimbursement 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 generally accepted accounting principles as in effect from time to time, applied on a basis consistent GAAP (except for changes concurred in by the relevant Borrower’s Issuer's independent public accountants) ), with the most recent audited consolidated financial [EXECUTION COPY] statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the LendersHolders (subject, in the case of interim financial statements, to the absence of footnotes and to changes resulting from audit and normal year-end adjustments); providedPROVIDED that, that if if: (i) the Company Parent notifies the Administrative Agent Holders that it the Parent wishes to amend the financial any covenant in Section 5.10 Article VII or the definition of "Excess Cash Flow" or any related definition to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant or the determination of "Excess Cash Flow", or (or if ii) the Administrative Collateral Agent notifies the Company Parent that the Required Lenders Holders wish to amend Section 5.10 Article VII or the definition of "Excess Cash Flow" or any related definition for such purpose), then each Borrower’s the Parent's compliance with such covenant or "Excess Cash Flow", as the case may be, shall be determined on the basis of generally accepted accounting principles as 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 Company Parent and the Required LendersHolders.
Appears in 2 contracts
Sources: Note and Stock Purchase Agreement (Aps Healthcare Inc), Note and Stock Purchase Agreement (Aps Healthcare 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 relevant Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks. 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
Sources: 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent Agents that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Agents notify the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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, GAAP applied on a basis consistent (except for changes concurred in by the relevant Borrower’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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 relevant Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 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 Company that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s the Company'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 Company and the Required LendersBanks, 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
Sources: Credit Agreement (Imc Global Inc), Credit Agreement (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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that (x) if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks, 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
Sources: 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 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 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 independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend any calculation of the financial covenant in Section 5.10 “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 Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 such calculation for such purpose), then each the Borrower’s compliance with such covenant calculation 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 calculation is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: Credit Agreement (Aes Corp), Credit 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 in the United States 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 timetime ("GAAP"), applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Parent's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 Article 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 Company Parent that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrower’s the Parent'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 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 Company Parent and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 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 relevant Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if either (i) the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 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 Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 for effect such purpose)an elimination, then each 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 (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks to reflect such change in generally accepted accounting principles.
Appears in 2 contracts
Sources: 364 Day 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent -------- that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: Credit Agreement (Armstrong World Industries Inc), Credit Agreement (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 relevant BorrowerCompany’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the LendersBanks; provided, provided that if the Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 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 Company that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrowerthe Company’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 Company and the Required LendersBanks. 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
Sources: 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 time, applied on a basis consistent in all material respects (except for changes concurred in by the relevant Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 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 Company that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s the Company'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 Company and the Required LendersBanks, 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
Sources: Credit Agreement (Imc Global Inc), Credit Agreement (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 in the United States 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 then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required Lenders.
Appears in 2 contracts
Sources: 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant (and any related definition) in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks, 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
Sources: 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 relevant Borrower’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required Lenders.
Appears in 2 contracts
Sources: Short Term Credit Agreement (Park Place Entertainment Corp), Multi Year 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 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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, time applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 any such covenant for such purpose), then each the Borrower’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 effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company Borrower and the Required Lenders.
Appears in 2 contracts
Sources: 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 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s 's compliance with such covenant shall be determined on the basis of such generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (American Stores Co /New/), Multi Year Credit 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 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 relevant Borrower’s independent public accountantsErnst & Young LLP) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of "General Partner, that on a consolidated basis," General Partner shall be deemed to own one hundred percent (100%) of the partnership interests in Borrower; and provided further that, if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Iac Capital Trust), Unsecured Loan Agreement (Iac Capital Trust)
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 independent public accountants) with the most recent audited consolidated financial statements of such Borrower the 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 Lenders; providedParent Guarantor take no exception) provided that, that if the Company notifies Borrowers notify the Administrative Agent Agents that it wishes the Borrowers wish to amend the financial any covenant in Section 5.10 Article 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 Agents notify the Company Borrowers that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrower’s the Borrowers' 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 Company Parent Guarantor, the Borrowers and the Required LendersBanks.
Appears in 2 contracts
Sources: 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 relevant Borrower’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required Lenders.
Appears in 2 contracts
Sources: 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant (and any related definition) in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks, respectively.
Appears in 2 contracts
Sources: 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated consolidated Subsidiaries delivered to the LendersLenders (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 reasonably satisfactory to the Company Borrower and the Required Lenders.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein in this Agreement 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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, GAAP applied on a basis consistent (except for changes concurred in agreed to by the relevant Borrower’s 's independent public accountantsaccountants and the Administrative Agent, such Administrative Agent's agreement not to be unreasonably withheld, conditioned or delayed) with the most recent audited consolidated financial statements of such the Borrower and its the Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V, VI or VII 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V, VI or VII for such purpose), then each the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
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 in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
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 timeGAAP, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the Lenders; providedPROVIDED that any Receivables Financing Transaction shall, that for purposes of this Agreement, be accounted for as if the Company and its Consolidated Subsidiaries retained ownership of the transferred assets and incurred Debt equal to the principal component of collections on the transferred assets to which the transferees are entitled, irrespective of the treatment of this transaction under GAAP; and PROVIDED FURTHER that, if the Company notifies the Administrative Servicing Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 6 to eliminate the effect fact of any change in generally accepted accounting principles GAAP on the operation of such covenant (or if the Administrative Servicing Agent notifies the Company that the Required Lenders wish to amend Section 5.10 Article 6 for such purpose), then each Borrower’s the Company's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company and the Required Lenders.
Appears in 1 contract
Sources: Credit Agreement (Servicemaster Co)
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 GAAP as in effect from time to timetime (recognizing that unaudited interim financial statements may be subject to normal year-end adjustments and may not contain footnotes), 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 such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 any covenant in Article V for such purpose), then each the Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required Lenders.
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, provided that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each 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, unless or until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company Borrower and the Required Lenders. 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
Sources: 364 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies -------- the Administrative Agent that it the Borrower wishes to amend any covenant contained in Article V or the financial covenant in Section 5.10 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 Administrative Agent notifies the Company Borrower that the Required Lenders wish to amend Section 5.10 any such covenant or such definition for such purpose), then each the Borrower’s '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 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 amendment becomes effective in a manner satisfactory to the Company and the Required Lendersaccordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Brylane 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks ("GAAP"); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Credit, Reimbursement and Exchange Agreement (Aes Corporation)
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent Guarantor and its Consolidated Subsidiaries delivered referred to in paragraph (a) of Section 6.04 (except for changes to which independent public accountants for the Lenders; providedParent Guarantor take no exception) provided that, that if the Company notifies Borrowers notify the General Administrative Agent that it wishes the Borrowers wish to amend the financial any covenant in Section 5.10 Article 7 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the General Administrative Agent notifies the Company Borrowers that the Required Lenders wish to amend Section 5.10 Article 7 for such purpose), then each Borrower’s the Borrowers’ 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 Company Parent Guarantor, the Borrowers and the Required Lenders.
Appears in 1 contract
Sources: Credit Agreement (Aramark 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower -------- wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Revolving Credit Agreement (Security Capital Atlantic 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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Credit Agreement (Aes Corp)
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein in this Agreement 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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
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, time applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant contained in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 any such covenant for such purpose), then each the Borrower’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 effectiveis adopted by the Borrower, until either such notice is withdrawn or such covenant is amended in a manner satisfactory to the Company Borrower and the Required Lenders.
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 in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant US Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the US Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, 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 Company a Borrower notifies the Administrative Agent that it such Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company either Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then each Borrower’s the Borrowers' 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 Company Borrowers and the Required LendersBanks.
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 in the United States of America as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“GAAP”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend any calculation of the financial covenant in Section 5.10 “Recourse Debt to Cash Flow Ratio” to eliminate the effect of any change in generally accepted accounting principles GAAP on the operation of such covenant calculation (or if the Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 such calculation for such purpose), then each the Borrower’s compliance with such covenant calculation shall be determined on the basis of generally accepted accounting principles as 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 calculation is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Credit 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant (and any related definition) in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required Lenders.Banks. respectively
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 in all material respects (except for changes concurred in by the relevant Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company notifies the Administrative Senior Managing Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Senior Managing Agent notifies the Company that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s the Company'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 Company and the Required LendersBanks, 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 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, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Company's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries or Corp. and its Consolidated Subsidiaries, as the case may be, in each case delivered to the Lenders; providedprovided that, that if the Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company and the Required Lenders.
Appears in 1 contract
Sources: Credit 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 with by the relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Documentation Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Documentation Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s the Borrower 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 Company Borrower and the Required LendersBanks.
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 relevant BorrowerParent’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Parent notifies the Administrative Agent that it the Parent wishes to amend the financial any covenant in Section 5.10 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 Company Parent that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each Borrowerthe Parent’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 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 Company Parent and the Required Lenders.
Appears in 1 contract
Sources: 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, 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 such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Documentation Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Documentation Agent notifies the Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required Lenders.
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 U.S. 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 such Borrower and its Consolidated Subsidiaries delivered to the LendersBanks by the Borrower pursuant to this Agreement; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 any provision hereof to eliminate the effect of any change after the date hereof in such 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 provision (or if the Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 any such provision for such purpose), then each such provision shall be interpreted and the Borrower’s 's compliance with such covenant provision shall be determined determined, and all accounting determinations with respect thereto shall be made, on the basis of such generally accepted accounting principles as in effect immediately before the relevant change in such generally accepted accounting principles became effective, until either such notice is withdrawn or such covenant provision is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks.
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 relevant Borrower’s Guarantor's independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Guarantor and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate a material variation in the effect operation of any such covenant by virtue of a change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrower’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 Company Guarantor, the Borrower and the Required LendersBanks.
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower the Parent Guarantor and its Consolidated Subsidiaries delivered for the fiscal year ended September 29, 2000 referred to in paragraph (a) of Section 4.04 (except for changes to which independent public accountants for the Lenders; providedParent Guarantor take no exception) provided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Parent Guarantor, the Borrower and the Required Lenders...
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, that if the Company Borrower notifies the Administrative Agent that it wishes to amend the financial covenant in Section 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 Company Borrower that the Required Lenders wish to amend Section Section 5.10 for such purpose), then each the Borrower’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 Company Borrower and the Required Lenders.
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 in the United States as in effect from time to time, applied on a basis consistent (except for changes concurred in by the relevant US Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the US Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, 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 Company a Borrower notifies the Administrative Agent that it such Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company either Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then each Borrower’s the Borrowers’ 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 Company Borrowers and the Required LendersBanks.
Appears in 1 contract
Sources: 364 Day 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Guarantor, the Borrower and the Required LendersBanks.
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent and the Banks; providedprovided that, that if the Company Borrower notifies the Administrative -------- Agent and the Banks that it Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then 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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: 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 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 relevant Borrower’s Borrower s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s the Borrower s compliance with such covenant shall be determined on the basis of United States generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
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 relevant Borrower’s independent public accountantssuch insurance regulatory authorities) with the most recent audited consolidated financial statements Annual Statement of such the applicable Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided -------- that, that if the Company such Borrower notifies the Administrative Agent that it wishes to amend the financial any covenant in Section 5.10 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 Administrative Agent notifies the Company such Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each such Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrowers and the Required LendersBanks.
Appears in 1 contract
Sources: 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 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 6 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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, applied on a basis consistent (except for changes concurred in by the relevant Borrower’s Holdings' independent public accountants) with the most recent audited consolidated financial statements of such Borrower Holdings and its Consolidated Subsidiaries and/or QSC and its Consolidated Subsidiaries delivered to the Agent (and delivered by the Agent to the Lenders); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in such generally accepted accounting principles on the operation of such covenant (or if the Administrative Agent notifies the Company Borrower that the Required Lenders wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required Lenders.
Appears in 1 contract
Sources: 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 relevant Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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 of America (“GAAP”), applied on a basis consistent (except for changes concurred in by the relevant BorrowerPulte’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower Pulte and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Pulte notifies the Administrative Agent that it Pulte wishes to amend the financial any covenant in Section 5.10 Article 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 Company Pulte that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each BorrowerPulte’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 effectiveeffective (and, concurrently with the delivery of any financial statements required to be delivered hereunder, Pulte 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 Company Pulte and the Required LendersBanks.
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 relevant Borrower’s Mallinckrodt's independent public accountants) with the most recent audited consolidated financial statements of such Borrower Mallinckrodt and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Mallinckrodt notifies the Administrative Agent that it Mallinckrodt wishes to amend the financial any covenant in Section 5.10 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 Company Mallinckrodt that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each Borrower’s Mallinckrodt'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 Company Mallinckrodt and the Required LendersBanks.
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks (“ GAAP ”); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Credit 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 time, applied on a basis consistent (except for changes concurred in by the relevant BorrowerIR Parent’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower IR Parent and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that (x) if the Company notifies Borrowers notify the Administrative Agent that it wishes the Borrowers wish to amend the financial any covenant in Section 5.10 Article 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 Company Borrowers that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each Borrower’s the Borrowers’ 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 Company Borrowers and the Required LendersBanks, 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, provided that Consolidated Net Worth shall be determined excluding the effect of goodwill impairment charges, net of taxes, to the extent that such effect would not otherwise have been included in such determination but for the application of FAS 142.
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend any covenant contained in Article V or the financial covenant in Section 5.10 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 Administrative Agent notifies the Company Borrower that the Required Lenders wish to amend Section 5.10 any such covenant or such definition for such purpose), then each the Borrower’s '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 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 amendment becomes effective in a manner satisfactory to the Company and the Required Lendersaccordance with this Agreement.
Appears in 1 contract
Sources: Credit Agreement (Brylane 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 relevant Borrower’s 's independent public accountants) with the then most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if either (i) the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial covenant in Section 5.10 to eliminate the effect of any change in generally accepted accounting principles on the operation of such any covenant contained in Article V or (or if ii) the Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 for effect such purpose)an elimination, then each 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 (A) such notice is withdrawn by the party giving such notice or (B) such covenant is amended in a manner satisfactory to the Company Borrower and the Required LendersBanks to reflect such change in generally accepted accounting principles.
Appears in 1 contract
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
(b) All financial determinations hereunder shall be adjusted to eliminate the effect of the October Special Charge for all fiscal periods ended prior to the date hereof.
Appears in 1 contract
Sources: Term Loan Agreement (Rite Aid Corp)
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 relevant Borrower’s independent public accountants) with the most recent audited consolidated financial statements of such Borrower and its Consolidated Subsidiaries delivered to the Lenders; provided, provided that if Borrower notifies Agent and the Company notifies the Administrative Agent Lenders that it Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Administrative Agent notifies the Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each Borrower’s 's compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required Lenders. 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
Sources: Credit Agreement (Steris 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 relevant BorrowerCompany’s independent public accountantsaccountants and disclosed in such financial statements) with the most recent audited consolidated financial statements of such Borrower the Company and its Consolidated Subsidiaries delivered to the Lenders; providedprovided that, that if the Company notifies the Administrative Agent that it the Company wishes to amend the financial any covenant in Section 5.10 Article 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 Company that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each Borrowerthe Company’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 Company Borrowers and the Required Lenders.
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedPROVIDED that, that if the Company Borrower notifies the Documentation Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 5 to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Documentation Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Accounting Terms and Determinations. Unless otherwise specified herein, all accounting terms used herein with respect to the Borrower shall be interpreted, all accounting determinations hereunder with respect to the Borrower shall be made, and all financial statements required to be delivered hereunder by the Borrower 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 independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Facility Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article V to eliminate the effect of any change in generally accepted accounting principles on the operation of such covenant (or if the Administrative Facility Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s compliance with such covenant shall be determined on the basis of United States generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
Appears in 1 contract
Sources: Syndicated Facility Subscription Agreement (American Express Credit 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 relevant Borrower’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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersAdministrative Agent; providedprovided that for purposes of references to the financial results and information of “EQR, that 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 Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article V for such purpose), then each the Borrower’s compliance with such covenant shall be determined on the basis of generally accepted accounting principles as 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 Company Borrower and the Required LendersBanks.
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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated consolidated Subsidiaries delivered to the LendersLenders ("GAAP"); providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 Article 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 Company Borrower that the Required Lenders wish to amend Section 5.10 Article V for such purpose), then each 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 Company Borrower and the Required Lenders.
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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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the -------- ---- Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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Sources: Term Loan 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 15 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 such the Borrower and its Consolidated Subsidiaries delivered to the LendersBanks; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial any covenant in Section 5.10 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 Company Borrower that the Required Lenders Banks wish to amend Section 5.10 Article 5 for such purpose), then each 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 Company Borrower and the Required LendersBanks.
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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 relevant Borrower’s 's independent public accountants) with the most recent audited consolidated financial statements of such the Borrower and its Consolidated Subsidiaries delivered referred to the Lendersin Section 4.04; providedprovided that, that if the Company Borrower notifies the Administrative Agent that it the Borrower wishes to amend the financial definition of the term "Level I Pricing Period" or "Level II Pricing Period" or any covenant contained in Section 5.10 Article 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 Administrative Agent notifies the Company Borrower that the Required Lenders Banks wish to amend Section 5.10 any such definition or covenant or such determination for such purpose), then each such definitions and the Borrower’s 's compliance with such covenant covenant, as applicable, 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 amendment becomes effective in a manner satisfactory to the Company and the Required Lendersaccordance with this Agreement.
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