Accounting Terms; GAAP; Pro Forma Calculations Sample Clauses
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Accounting Terms; GAAP; Pro Forma Calculations. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. Notwithstanding any other provision contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company, the Borrower or any Subsidiary at “fair value”, as defined therein. If one or more of the Borrower, its Subsidiaries or any Investment Affiliate (i) acquires (including, without limitation, by merger or consolidation or another combination with any Person) any Real Estate Asset having a fair market value in excess of $25,000,000 or (ii) sells, transfers or disposes of any Real Estate Asset having a fair market value equal or greater than $25,000,000 (including as a result of the sale of the Equity Interests of any such Person or a division or line of business of such Person), then for purposes of calculating compliance with the covenants contained in Section 6.12, and otherwise for purposes of calculating or determining the Leverage Ratio, Secured Indebtedness, Total Asset Value, Recourse Secured Indebtedness, Consolidated Fixed Charges, Consolidated Tangible Net Worth, Unencumbered Adjusted Net Operating Income, Unsecured Interest Expense, Unencumbered Properties and Unencumbered Asset Value, such calculations and determinations shall be made on a Pro Forma Basis.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect from time to time; provided that, if the Borrower, by notice to the Administrative Agent, shall request an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent or the Required Lenders, by notice to the Borrower, shall request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
(b) All pro forma computations required to be made hereunder giving effect to any transaction shall be calculated after giving pro forma effect thereto (and to any other such transaction consummated since the first day of the period for which such pro forma computation is being made and on or prior to the date of such computation) as if such transaction had occurred on the first day of the period of four consecutive fiscal quarters ending with the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 5.04(a) or 5.04(b) (or, prior to the delivery of any such financial statements, ending with the last fiscal quarter included in the pro forma financial statements referred to in Section 3.05(b)), and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, all in accordance with Article 11 of Regulation S-X under the Securities Act of 1933. If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Agreement applicable to such Indebtedness if such Hedging Agreement has a remaining term in excess of 12 months).
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
(b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated in accordance with the definition of “Pro Forma Basis” with respect to any event described in such definition.
(c) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder (other than the Collateral Coverage Ratio), compliance with such financial test and the components thereof, including EBITDA, Interest Expense and Net Funded Debt, shall be calculated as follows: (i) for the four (4) consecutive Fiscal Quarters ending on March 31, 2014, the relevant amount for such period shall equal such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 multiplied by 4, (ii) for the four (4) consecutive Fiscal Quarters ending on June 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) such amount for the Fiscal Quarter ending June 30, 2014, multiplied by 2, (iii) for the four (4) consecutive Fiscal Quarters ending on September 30, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014 and September 30, 2014, multiplied by 4/3, (iv) for the four (4) consecutive Fiscal Quarters ending on December 31, 2014, the relevant amount for such period shall equal the sum of (A) such amount as set forth in the Pro Forma Financial Statements for the Fiscal Quarter ended March 31, 2014 and (B) the sum of such amounts for the Fiscal Quarters ending June 30, 2014, September 30, 2014 and December 31, 2014 and (v) for each of the four (4) consecutive Fiscal Quarters ending thereafter, the sum of such amounts for the four (4) consecutive Fiscal Quarters ending on such date.
(d) If either the Parent Borrower or the Required Lenders not...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if Irish Holdco notifies the Administrative Agent that Irish Holdco requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Irish Holdco that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. At any time after the Closing Date, Irish Holdco may elect (by written notice to the Administrative Agent) to change its financial reporting (both hereunder and for its audited financial statements generally) from GAAP to International Financial Reporting Standards (as issued by the International Accounting Standards Board and the International Financial Reporting Standards Interpretations Committee and/or adopted by the European Union (“IFRS”)), as in effect from time to time, in which case all references herein to GAAP (except for historical financial statements theretofore prepared in accordance with GAAP) shall instead be deemed references to the IFRS and the related accounting standards as shown in the first set of audited financial statements prepared in accordance therewith and delivered pursuant to this Agreement; provided that, if Irish Holdco notifies the Administrative Agent that Irish Holdco requests an amendment to any provision hereof to eliminate the effect of any change occurring as a result of the adoption of IFRS or in the application thereof on the operation of such provision (or if the Administrative Agent notifies Irish Holdco that the Administrative Agent or the Required Lenders request an amendment to any provision hereof for such purpose), then such provision shall be interpreted on the basis of GAAP as otherwise required above (and without regard to this sentence) until such notice shall have been withdrawn or such provision amended in accordance herewith; provided further that, if, after the adoption of ...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies Agents that the Borrower wishes to amend any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if any Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then the Borrower’s (and the Guarantor’s, as applicable) compliance with such provision shall be determined on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, and subject to the provisions of this Section 1.3, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time.
(b) Notwithstanding anything to the contrary contained herein, for purposes of calculating any financial test hereunder, compliance with such financial test and the components thereof, including Adjusted EBITDA, Interest Expense and Consolidated Funded Debt, shall be calculated in accordance with the definition of “Pro Forma Basis” with respect to any event described in such definition.
(c) If either the Borrower or the Required Lenders notifies the Administrative Agent that (i) any change in accounting principles from those used in the preparation of the financial statements of the Borrower referred to in Section 5.9 is hereafter occasioned by the promulgation of rules, regulations, pronouncements and opinions by or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accounts (or successors thereto or agencies with similar functions), and such change affects the calculation of any component of any financial covenant, standard or term found in this Agreement, or (ii) there is a change in federal, state or foreign tax laws which affects the Borrower’s or any of its Restricted Subsidiaries’ ability to comply with the financial covenants, standards or terms found in this Agreement, then if the Borrower shall so request, the Borrower and the Administrative Agent agree to enter into negotiations in order to amend such provisions (with the agreement of the Required Lenders or, if required by Section 11.11, all of the Lenders) so as to equitably reflect such changes with the desired result that the criteria for evaluating the Borrower’s and its Restricted Subsidiaries’ consolidated financial condition shall be the same after such changes as if such changes had not been made; provided that, with respect to the changes referred to in clause (i) above, until so amended (or until such request is withdrawn), regardless of whether any such request is made before or after such change or the application thereof, (x) such financial covenants, standards or terms shall continue to be computed in accordance with the relevant accounting principles as in effect immediate prior to such change therein becoming effective and (y) the Borrower shall provide to the Administrative Agent and the Lenders financial stat...
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that, if the Borrower notifies the
Accounting Terms; GAAP; Pro Forma Calculations. (a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP.
(b) All pro forma computations required to be made hereunder giving effect to any acquisition, investment, sale, disposition, merger or similar event shall reflect on a pro forma basis such event and, to the extent applicable, the historical earnings and cash flows associated with the assets acquired or disposed of and any related incurrence or reduction of Indebtedness, but shall not take into account any projected synergies or similar benefits expected to be realized as a result of such event.
Accounting Terms; GAAP; Pro Forma Calculations. 29 SECTION 1.05 Status of Obligations 30 SECTION 1.06 Divisions 31 SECTION 1.07 USD LIBOR Phase Out Disclosure 31 SECTION 2.01 Revolving Loan Commitments 31 SECTION 2.02 Loans and Borrowings 32 SECTION 2.03 Requests for Borrowings 32 SECTION 2.04 Reserved 33 SECTION 2.05 Reserved 33 SECTION 2.06 Letters of Credit 33 SECTION 2.07 Funding of Borrowings 38 SECTION 2.08 Interest Elections 38 SECTION 2.09 Termination and Reduction of Revolving Loan Commitments 40 SECTION 2.10 Repayment of Loans; Evidence of Debt 40 SECTION 2.11 Optional Prepayment of Loans. 41 SECTION 2.12 Mandatory Prepayments. 41 SECTION 2.13 Fees 42 SECTION 2.14 Interest 43 SECTION 2.15 Alternate Rate of Interest; Effect of Benchmark Transition Event. 44 SECTION 2.16 Increased Costs; Illegality 50 SECTION 2.17 Break Funding Payments 52 SECTION 2.18 Taxes 52
Accounting Terms; GAAP; Pro Forma Calculations. Currency Translation SECTION 1.06. Excluded Swap Obligations ARTICLE II The Credits SECTION 2.01. Commitments SECTION 2.02. Loans and Borrowings SECTION 2.03. Requests for Borrowings SECTION 2.04. Swingline Loans SECTION 2.05. Letters of Credit SECTION 2.06. Funding of Borrowings SECTION 2.07. Interest Elections SECTION 2.08. Termination and Reduction of Commitments