Common use of Applicable Accounting Principles Clause in Contracts

Applicable Accounting Principles. (a) The Company shall procure that all its Financial Statements delivered or to be delivered to the Agent under this Agreement shall be prepared in accordance with the Applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the Original Financial Statements and the Base Case Model. If such Financial Statements are prepared on a different accounting basis to the Applicable Accounting Principles (including in the case of a change of Applicable Accounting Principles), accounting practices and financial reference periods consistent with those applied in the Original Financial Statements and the Base Case Model: (i) the Company shall promptly so notify the Agent; (ii) if requested by the Agent (acting on the instructions of the Majority Lenders) following notification under paragraph ‎(i) above, the Company must (or otherwise, if not requested by the Agent, the Company may) promptly supply to the Agent a full description of the change notified under paragraph ‎(i) and a statement (the “Reconciliation Statement”) signed by the CEO or CFO of the Company; (iii) the Company and the Agent (acting on the instructions of the Majority Lenders) on behalf of the Lenders) shall promptly after such notification enter into negotiations in good faith with a view to agreeing (A) such amendments to the terms contemplated in Clause ‎24 (Financial Covenant) and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders (or the Group, as applicable) comparable protection to that contemplated at the date of this Agreement, (B) the Margin and (C) any other amendments to this Agreement which are necessary to ensure that the adoption by the Group or Reporting Entity Group of such different accounting basis does not result in any material alteration in the commercial effect of the obligations of the Company or any Obligor in the Finance Documents; (iv) if amendments satisfactory to the Majority Lenders are agreed by the Company and the Agent (acting on the instructions of the Majority Lenders) in writing within thirty (30) days of such notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (v) if such amendments are not so agreed within thirty (30) days, the Company shall promptly deliver to the Agent: (A) in reasonable detail and in a form satisfactory to the Agent (acting on the instructions of the Majority Lenders), details of all such adjustments as need to be made to the relevant financial statements in order to reflect the Applicable Accounting Principles at the date of delivery of the relevant financial statements; (B) only to the extent any Financial Covenant is applicable with respect to the most recently ended Relevant Period, sufficient information, in form and substance as may be reasonably required by the Lenders, to enable such Lenders to determine whether the Financial Covenant has been complied with and the Margin, including a Reconciliation Statement to be delivered with each set of Financial Statements; and (C) together with the Compliance Certificate delivered with the Annual Financial Statements for that Financial Year, written confirmation from the Group’s auditors (addressed to the Agent) confirming the basis for such changes and the calculations and adjustments provided by the Company under sub-paragraph ‎(A) above (subject to each Finance Party agreeing an engagement letter with the Group’s auditors (and otherwise in such manner and on such conditions as the auditors specify) and only to the extent that firms of auditors of international repute have not adopted a general policy of not providing such confirmation).

Applicable Accounting Principles. (a) The Company shall procure that all its Financial Statements delivered or to be delivered to the Agent under this Agreement shall be prepared in accordance with the Applicable Accounting Principles, accounting practices and financial reference periods consistent with those applied in the Original Financial Statements and the Base Case Model. If such Financial Statements are prepared on a different accounting basis to the Applicable Accounting Principles (including in the case of a change of Applicable Accounting Principles), accounting practices and financial reference periods consistent with those applied in the Original Financial Statements and the Base Case Model: (i) the Company shall promptly so notify the Agent; (ii) if requested by the Agent (acting on the instructions of the Majority LendersNoteholders) following notification under paragraph ‎(i) above, the Company must (or otherwise, if not requested by the Agent, the Company may) promptly supply to the Agent a full description of the change notified under paragraph ‎(i) and a statement (the “Reconciliation Statement”) signed by the CEO or CFO of the Company; (iii) the Company and the Agent (acting on the instructions of the Majority LendersNoteholders) on behalf of the LendersNoteholders) shall promptly after such notification enter into negotiations in good faith with a view to agreeing (A) such amendments to the terms contemplated in Clause ‎24 (Financial Covenant) and/or the definitions of any or all of the terms used therein as are necessary to give the Lenders Noteholders (or the Group, as applicable) comparable protection to that contemplated at the date of this Agreement, (B) the Margin and (C) any other amendments to this Agreement which are necessary to ensure that the adoption by the Group or Reporting Entity Group of such different accounting basis does not result in any material alteration in the commercial effect of the obligations of the Company or any Obligor in the Finance Documents; (iv) if amendments satisfactory to the Majority Lenders Noteholders are agreed by the Company and the Agent (acting on the instructions of the Majority LendersNoteholders) in writing within thirty (30) days of such notification to the Agent, those amendments shall take effect in accordance with the terms of that agreement; and (v) if such amendments are not so agreed within thirty (30) days, the Company shall promptly deliver to the Agent: (A) in reasonable detail and in a form satisfactory to the Agent (acting on the instructions of the Majority LendersNoteholders), details of all such adjustments as need to be made to the relevant financial statements in order to reflect the Applicable Accounting Principles at the date of delivery of the relevant financial statements; (B) only to the extent any Financial Covenant is applicable with respect to the most recently ended Relevant Period, sufficient information, in form and substance as may be reasonably required by the LendersNoteholders, to enable such Lenders Noteholders to determine whether the Financial Covenant has been complied with and the Margin, including a Reconciliation Statement to be delivered with each set of Financial Statements; and (C) together with the Compliance Certificate delivered with the Annual Financial Statements for that Financial Year, written confirmation from the Group’s auditors (addressed to the Agent) confirming the basis for such changes and the calculations and adjustments provided by the Company under sub-paragraph ‎(A) above (subject to each Finance Party agreeing an engagement letter with the Group’s auditors (and otherwise in such manner and on such conditions as the auditors specify) and only to the extent that firms of auditors of international repute have not adopted a general policy of not providing such confirmation).