FIN 46 Clause Samples

FIN 46. For purposes of determining compliance with the financial covenants in this Agreement, the application of Financial Accounting Standards Board Interpretation No. 46 shall be disregarded with respect to financial consolidation of any entity that is not a subsidiary of the Borrower.
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FIN 46. Notwithstanding the foregoing, no entity that is consolidated with the Borrower solely as a result of the application of the Financial Accounting Standard Board’s Interpretation 46 (Consolidation of Variable Interest Entities), as amended or revised from time to time (“FIN 46”) and that does not otherwise satisfy the criteria of the definition of the term “Subsidiary” shall be deemed to be a Subsidiary of the Borrower for any purpose of this Agreement. Accordingly, neither the earnings nor the Debt of any such entity shall be included in the calculation of the financial covenants hereunder nor shall any such entity be subject to any other provisions of this Agreement solely as a result of FIN 46. If, however, the Debt of any such entity is recourse to the Borrower or any Subsidiary of the Borrower, such Debt shall be included in the calculation of the financial covenants hereunder to the extent required herein. For the avoidance of doubt, any entity that satisfies the criteria of the definition of the term “Subsidiary” shall be treated as such for all purposes of this Agreement.
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Related to FIN 46

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Accounting Treatment For accounting purposes, the Merger is intended to be treated as a "purchase."

  • Changes in GAAP If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

  • Regulatory Capitalization Company Bank is “well capitalized,” as such term is defined in the rules and regulations promulgated by the FDIC.

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.