Calculation Conventions Clause Samples

The Calculation Conventions clause defines the specific methods and standards to be used when performing calculations under the agreement. It typically outlines how dates, amounts, or rates are to be determined, such as specifying business day conventions, rounding rules, or the use of particular financial indices. By establishing clear calculation procedures, this clause ensures consistency and reduces the risk of disputes arising from differing interpretations of how contractual figures should be computed.
Calculation Conventions. The Managing Member shall use the following assumptions and conventions to calculate the Internal Rate of Return: (i) It will assume that each of the Fixed Tax Assumptions is correct, except to the extent a Fixed Tax Assumption is incorrect due to breach of a representation or covenant by Sponsor, any Class B Member, Managing Member or any of their Affiliates in the Transaction Documents. In all other respects, Tax Credits and taxable income and loss of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its federal income tax reports and returns, or as adjusted on any amended return or as a result of a federal income tax audit of the Company or the Class A Member; provided however, any adverse tax results (including any recapture, loss or disallowance of all or a portion of a Tax Credit) will be ignored for purposes of such calculation if caused by (A) the breach of a representation or covenant by the Class A Member in this Agreement, (B) the Class A Member taking a position on any Tax Return that is inconsistent with the Company Tax Returns unless in the opinion of nationally recognized tax counsel selected by the Class A Member and reasonably acceptable to the Class B Member the position taken by the Class A Member is more likely than not correct, or (C) a Transfer by the Class A Member of all or a portion of its Membership Interest. Notwithstanding anything in this Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section 199 of the Code. (ii) Each Class A Member will be assumed to have owned its Membership Interest since the Effective Date. (iii) The taxable income and loss of the Company will be treated as earned ratably during the Fiscal Year or other period with the result that the Taxes on such income, gain or benefit from the losses allocated to the Class A Members will be treated as having been paid or received in four equal installments on the respective estimated tax payment dates for a December 31 corporate taxpayer during the Fiscal Year or other period, except that Tax Credits for placing in service any Projects during a Fiscal Year or other period will be treated as earned on the last day of the Quarter in which Tax Credit is actually earned and except that, in the Fiscal Year or o...
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Calculation Conventions. The Managing Member will use the following assumptions and conventions to calculate the Internal Rate of Return: (i) It will assume that the Fixed Tax Assumptions are correct, unless they are incorrect as a result of breach of a representation or covenant by the Class A Member. In all other respects, Tax Credits and taxable income and loss of the Company for any taxable period will be calculated based on the amounts actually allocated in accordance with the federal income tax accounting methods and tax elections actually used with respect to such period by the Company in the preparation of its federal income tax reports and returns, or as adjusted on any amended return or as a result of a federal income tax audit, and taking into account any change in the Section 45 reference price. Notwithstanding anything in this Agreement to the contrary, the calculation of Tax Credits and taxable income and loss will not take into account Section 199 of the Code. (ii) Each Class B Member will be assumed to have owned its Membership Interest since the Effective Date. (iii) The Tax Credits and taxable income and loss of the Company will be treated as earned ratably during the Fiscal Year with the result that the Taxes on such income, gain or benefit from the Tax Credits or losses allocated to the Class B Members will be treated as having been paid or received in four equal installments on the respective estimated tax payment dates for a calendar year corporate taxpayer during the Fiscal Year, except that in the Fiscal Year in which the Flip Date occurs, the Tax Credits and taxable income or loss allocated to the Class B Members for the Pre-Flip Period will be allocated ratably to each of the four estimated tax payment dates during the Fiscal Year, and the post-Flip Date amounts will be treated similarly. (iv) Tax savings and tax detriment will be calculated using a 35% tax rate. (v) Each Class B Member will be treated as able to use immediately, subject to the same timing described in clause (iii), and fully the tax benefits it is allocated by the Company.
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Calculation Conventions. (a) Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). (b) With respect to any interest rate or discount rate based on the Interpolated Zero Coupon Swap Rate and used for determining any amount herein, the Lender shall make such adjustments to such rate as are appropriate to reflect continuous compounding (and not semi-annual, or other method of, compounding) over any applicable period. (c) With respect to any period to be used in calculating an amount based on the Interpolated Zero Coupon Swap Rate, such period shall be determined on the basis of a year with 365.25 days.
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Calculation Conventions. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number).”
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Calculation Conventions. Notwithstanding the above, the parties hereto acknowledge and agree that, for purposes of all calculations of Net Debt to EBITDA and Consolidated Leverage Ratio, (i) after consummation of any Disposition (A) income statement items (whether income or expense) and capital expenditures attributable to the property disposed of or removed shall, to the extent not otherwise excluded in such income statement items for the Consolidated Parties, in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01, be excluded as of the first day of the applicable period and (B) Indebtedness which is retired shall be excluded and deemed to have been retired as of the first day of the applicable period and (ii) after consummation of any acquisition (A) income statement items (whether positive or negative) and capital expenditures attributable to the Person or property acquired shall, to the extent not otherwise included in such income statement items for the Consolidated Parties, in accordance with GAAP or in accordance with any defined terms set forth in Section 1.01, be included to the extent relating to any period applicable in such calculations, (B) to the extent not retired in connection with such acquisition, Indebtedness of the Person or property acquired shall be deemed to have been incurred as of the first day of the applicable period, (iii) in connection with any incurrence of Indebtedness, any Indebtedness which is retired in connection with such incurrence shall be excluded and deemed to have been retired as of the first day of the applicable period and (iv) pro forma adjustments (with the calculated amounts annualized to the extent the period from the date of such acquisition through the most-recently ended fiscal quarter is not at least twelve (12) months or four (4) fiscal quarters, in the case of any applicable period that is based on twelve months or four (4) fiscal quarters) may be included to the extent that such adjustments would give effect to items that are (1) directly attributable to the relevant transaction, (2) expected to have a continuing impact on the Consolidated Parties, and (3) factually supportable (in Administrative Agent’s reasonable judgment).
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Related to Calculation Conventions

  • Union Conventions Leave of Absence without pay and without loss of seniority shall be granted upon request to the Employer, to employees elected or appointed to represent the Union at Union Conventions or seminars. The total of such time off for all causes and for all employees in this unit combined shall not exceed fifteen (15) working days in any calendar year.

  • Measurements and arithmetic conventions All measurements and calculations shall be in the metric system and calculations done to 2 (two) decimal places, with the third digit of 5 (five) or above being rounded up and below 5 (five) being rounded down.

  • Calculations; Computations (a) The financial statements to be furnished to the Lenders pursuant hereto shall be made and prepared in accordance with U.S. GAAP consistently applied throughout the periods involved (except as set forth in the notes thereto); provided that to the extent expressly provided herein, certain calculations shall be made on a Pro Forma Basis; provided further, that if Lead Borrower notifies the Administrative Agent that Lead Borrower wishes to amend any leverage calculation or any financial definition used therein to implement the effect of any change in U.S. GAAP or the application thereof occurring after the Closing Date on the operation thereof (or if the Administrative Agent notifies Lead Borrower that the Required Lenders wish to amend any leverage test or any financial definition used therein for such purpose), then Lead Borrower and the Administrative Agent shall negotiate in good faith to amend such leverage test or the definitions used therein (subject to the approval of the Required Lenders) to preserve the original intent thereof in light of such changes in U.S. GAAP; provided, further that all determinations made pursuant to any applicable leverage test or any financial definition used therein shall be determined on the basis of U.S. GAAP as applied and in effect immediately before the relevant change in U.S. GAAP or the application thereof became effective, until such leverage test or such financial definition is amended. Notwithstanding any other provision contained herein, (i) 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 Statement of Financial Accounting Standards 141R or ASC 805 (or any other financial accounting standard having a similar result or effect) and (ii) the accounting for any lease shall be based on Lead Borrower’s treatment thereof in accordance with U.S. GAAP as in effect on the Closing Date and without giving effect to any subsequent changes in U.S. GAAP (or the required implementation of any previously promulgated changes in U.S. GAAP) relating to the treatment of a lease as an operating lease or capitalized lease. (b) The calculation of any financial ratios under this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-down if there is no nearest number).

  • Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

  • Interest Calculations Interest shall be calculated on the basis of a 360-day year, consisting of twelve 30 calendar day periods, and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts which may become due hereunder, has been made. Interest hereunder will be paid to the Person in whose name this Note is registered on the records of the Company regarding registration and transfers of this Note (the “Note Register”).