Common use of Agreed Accounting Principles Clause in Contracts

Agreed Accounting Principles. (a) Bidco shall procure that all financial statements of the Group or of any Borrower delivered or to be delivered to the Facility Agent under this Agreement shall be prepared in accordance with Applicable GAAP save as provided in Clause 19.4 (Financial Statements). If such financial statements are prepared on a different accounting basis to Applicable GAAP, including on the basis of IFRS (with the exception of financial statements delivered in accordance in Clause 19.4 (Financial Statements): (i) Bidco shall promptly so notify the Facility Agent; (ii) Bidco and the Facility Agent (on behalf of the Lenders) shall promptly after such notification enter into negotiations in good faith with a view to agreeing (i) such amendments to Clause 20 (Financial Covenants of Bidco and the Other Obligors) and 21 (Capital Expenditure) and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders and Bidco comparable protection to that contemplated at the date of this Agreement and (ii) any other amendments to this Agreement which are necessary to ensure that the adoption by the Group of such different accounting basis (including IFRS) does not result in any material alteration in the commercial effect of the obligations of any Obligor in the Finance Documents; (iii) if amendments satisfactory to the Majority Lenders are agreed by Bidco and the Facility Agent in writing within 30 days of such notification to the Facility Agent, those amendments shall take effect in accordance with the terms of that agreement; (iv) if such amendments are not so agreed within 30 days, within 15 days after the end of that 30 day period, Bidco shall deliver to the Facility Agent: (A) in reasonable detail and in a form satisfactory to the Facility Agent, details of all such adjustments as need to be made to the relevant financial statements in order to reflect the Applicable GAAP at the date of delivery of the relevant financial statements; and (B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial Covenants Of Bidco And The Other Obligors) and 21 (Capital Expenditure) have been complied with. (b) No alteration may be made to the financial year end of the Parent without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) (in which event the Facility Agent may require such changes to the financial covenants contained in this Agreement as will fairly reflect such change) provided that the consent of the Facility Agent (acting on the instructions of the Majority Lenders) shall not be required to any such change where: (i) Bidco delivers to the Facility Agent, in reasonable detail and in a form satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) on the date of delivery of each set of Relevant Monthly Management Accounts or consolidated audited financial statements required to be delivered pursuant to Clause 19.4 (Financial Statements), details of all such adjustments as need to be made to such financial statements to provide the information required to test compliance with Clauses 20 (Financial Covenants of Bidco and the other Obligors) and 21 (Capital Expenditure); and (ii) Bidco enters into an agreement satisfactory to the Facility Agent (acting reasonably) with regard to the amount and timing of payments under Clause 8.4 (Excess Cash Flow) which places the Lenders in no worse position as a result of such change than they would have been in if no change had taken place, provided further that Bidco may not exercise this right to alter its financial year end on more than one occasion.

Agreed Accounting Principles. (a) Bidco shall procure that all financial statements of the Group or of any Borrower delivered or to be delivered to the Facility Agent under this Agreement shall be prepared in accordance with Applicable GAAP save as provided in Clause 19.4 (Financial Statements). If such financial statements are prepared on a different accounting basis to Applicable GAAP, including on the basis of IFRS (with the exception of financial statements delivered in accordance in Clause 19.4 (Financial Statements): (i) Bidco shall promptly so notify the Facility Agent; (ii) Bidco and the Facility Agent (on behalf of the Lenders) shall promptly after such notification enter into negotiations in good faith with a view to agreeing (i) such amendments to Clause 20 (Financial Covenants of Bidco and the Other Obligors) and 21 (Capital ExpenditureFinancial Definitions and Construction) and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders and Bidco comparable protection to that contemplated at the date of this Agreement and (ii) any other amendments to this Agreement which are necessary to ensure that the adoption by the Group of such different accounting basis (including IFRS) does not result in any material alteration in the commercial effect of the obligations of any Obligor in the Finance Documents; (iii) if amendments satisfactory to the Majority Lenders are agreed by Bidco ▇▇▇▇▇ and the Facility Agent in writing within 30 days of such notification to the Facility Agent, those amendments shall take effect in accordance with the terms of that agreement; (iv) if such amendments are not so agreed within 30 days, within 15 days after the end of that 30 day period, Bidco shall deliver to the Facility Agent: (A) in reasonable detail and in a form satisfactory to the Facility Agent, details of all such adjustments as need to be made to the relevant financial statements in order to reflect the Applicable GAAP at the date of delivery of the relevant financial statements; and (B) sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 20 (Financial Covenants Of Bidco And The Other Obligors) and 21 (Capital ExpenditureFinancial Definitions and Construction) have been complied with. (b) No alteration may be made to the financial year end of the Parent without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders) (in which event the Facility Agent may require such changes to the financial covenants contained in this Agreement as will fairly reflect such change) provided that the consent of the Facility Agent (acting on the instructions of the Majority Lenders) shall not be required to any such change where: (i) Bidco delivers to the Facility Agent, in reasonable detail and in a form satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) on the date of delivery of each set of Relevant Monthly Quarterly Management Accounts or consolidated audited financial statements required to be delivered pursuant to Clause 19.4 (Financial Statements), details of all such adjustments as need to be made to such financial statements to provide the information required to test compliance with Clauses 20 (Financial Covenants of Bidco and the other Obligors) and 21 (Capital ExpenditureFinancial Definitions and Construction); and (ii) Bidco enters into an agreement satisfactory to the Facility Agent (acting reasonably) with regard to the amount and timing of payments under Clause 8.4 (Excess Cash Flow) which places the Lenders in no worse position as a result of such change than they would have been in if no change had taken place, [INTENTIONALLY LEFT BLANK] provided further that Bidco may not exercise this right to alter its financial year end on more than one occasion.