Calculations, etc Sample Clauses
Calculations, etc. The Trustee may conclusively presume that no optional prepayment pursuant to Section 2.03, Change in Control or Bond Repurchase Event shall have occurred unless and until a Responsible Officer of the Trustee shall have received at the Corporate Trust Office of the Trustee a certificate executed by a Senior Financial Officer specifying the following:
1. in the case of an optional prepayment pursuant to Section 2.03, the name of each Holder to which such payments will be made, the amount of each such payment (including the applicable Make-Whole Amount and accrued interest), and the date of such payment and;
2. in the case of a Change in Control, the name of each Holder that accepts the related offer to prepay, the amount of each such payment (including accrued interest), and the date of such payment; and
3. in the case of a Bond Repurchase Event, the name of each Holder to which the Bond Repurchase Amount is to be paid, the amount of such Bond Repurchase Amount payment and the Bond Repurchase Date. The Trustee shall be under no duty to inquire into, may conclusively presume the correctness of, shall be fully protected in relying upon the Company’s calculation of any optional prepayment amount, Change in Control repurchase payment or Bond Repurchase Amount, including interest and, if and to the extent applicable, any Make-Whole Amount, and shall have no responsibility for such calculation.
Calculations, etc. Calculations hereunder shall be made and financial data required hereby shall be prepared, both as to classification of items and as to amounts, in accordance with GAAP and practices which principles and practices shall be consistently applied and in conformity with those used in the preparation of the financial statements referred to herein.
Calculations, etc. Except as otherwise provided herein, calculations hereunder shall be made and financial data required hereby shall be prepared, both as to classification of items and as to amounts, in accordance with GAAP, which principles shall be consistently applied and in conformity with those used in the preparation of the financial statements referred to herein.
Calculations, etc. (a) Any calculation or measure that is determined with reference to the Borrower’s and/or the Restricted Subsidiaries’ financial statements (including, without limitation, Consolidated EBITDA, consolidated interest expense, Consolidated Net Income, Consolidated Net Worth, Consolidated Tangible Net Worth, Eligible Inventory, Eligible Receivables, Fixed Charge Coverage Ratio, Fixed Charges and clause (iii)(A) of the second paragraph under Section 6.01(a)) may be determined with reference to New Pyxus Topco’s financial information at the election of New Pyxus Topco.
(b) Notwithstanding anything to the contrary herein with respect to any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement under a restrictive covenant that does not require compliance with a financial ratio or test (including, without limitation, any Fixed Charge Coverage Ratio test) (any such amounts, the “Fixed Amounts”) substantially concurrently with any amounts incurred or transactions entered into (or consummated) in reliance on a provision of this Agreement that requires compliance with any such financial ratio or test (any such amounts, the “Incurrence Based Amounts”), it is understood and agreed that the Fixed Amounts (and any cash proceeds thereof) shall be disregarded in the calculation of the financial ratio or test applicable to the Incurrence Based Amounts in connection with such substantially concurrent incurrence.
Calculations, etc. When any amount is specified hereunder as being required to be on deposit in the Debt Service Reserve Account, such amount shall be calculated by adding (a) any monies on deposit in such account at such date, (b) the undrawn amount then available under any outstanding DSRA Letter(s) of Credit on such date and (c) during the DSRA Loan Availability Period, the undrawn amount then available under any outstanding DSRA Loan Commitments on such date. The Depositary Agent may conclusively rely on written advice given by the Collateral Agent as to the amount described in clauses (b) and (c) above.”
32. Paragraph 7 of Exhibit A (Form of Transfer Date Certificate) to the Account Agreement is hereby amended and restated to read in its entirety as follows:
Calculations, etc. When any amount is specified hereunder as being required to be on deposit in the Debt Service Reserve Account, such amount shall be calculated by adding (a) any monies on deposit in such account at such date and (b) the undrawn amount then available under any outstanding DSRA Letter(s) of Credit on such date. The Depositary Agent may conclusively rely on written advice given by the Collateral Agent as to the amount described in clause (b) above.
Calculations, etc. 44 13.3 Survival of Agreements, etc.................................... 44 13.4
Calculations, etc. Subject to the provisions of this Agreement, calculations hereunder shall be made and financial data required hereby shall be prepared, both as to classification of items and as to amounts, in accordance with GAAP, which principles and practices shall be consistently applied and in conformity with those used in the preparation of the consolidated financial statements referred to in Section 6.1.