Common use of Reconciliation Statements Clause in Contracts

Reconciliation Statements. (A) if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the Consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivisions (i) and (ii) above will differ in any material respect from the Consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (i) and (ii) above following such change, Consolidated financial statements of Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (i) and (ii) above following such change, a written statement of the chief financial officer of Borrower setting forth the differences which would have resulted if such financial statements had been prepared without giving effect to such change; and (B) if the audited Consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivision (ii) above for any Fiscal Year revise, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during such Fiscal Year is incorrect, a written statement of the chief financial officer of Borrower setting forth the changes to such Compliance Certificate which would have resulted if such Compliance Certificate had been prepared based solely on the audited Consolidated financial statements of Borrower and its Subsidiaries for such accounting period;

Reconciliation Statements. (A) if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the Consolidated consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivisions (i) and (ii) above will differ in any material respect from the Consolidated consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (i) and (ii) above following such change, Consolidated consolidated financial statements of Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (i) and (ii) above following such change, a written statement of the chief financial officer of Borrower setting forth the differences which would have resulted if such financial statements had been prepared without giving effect to such change; and (B) if the audited Consolidated consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivision (iisubdivision(ii) above for any Fiscal Year revise, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during such Fiscal Year is incorrect, a written statement of the chief financial officer of Borrower setting forth the changes to such Compliance Certificate which would have resulted if such Compliance Certificate had been prepared based solely on the audited Consolidated consolidated financial statements of Borrower and its Subsidiaries for such accounting period;

Reconciliation Statements. (A) ifIf, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3section 4.1(c), the Consolidated consolidated financial statements of Borrower LVSI and its Subsidiaries (including, to the extent applicable, Mall Subsidiary, Mall Direct Holdings, Phase II Subsidiary, Phase II Direct Holdings, Mall Manager, Phase II Manager and their respective subsidiaries) delivered pursuant to subdivisions paragraphs (ia), (b), (c) and or (iid) above of this section 4.1 will differ in any material respect from the Consolidated consolidated financial statements that would have been delivered pursuant to such subdivisions paragraphs had no such change in accounting principles and policies been made, then (ai) together with the first delivery of financial statements pursuant to subdivision paragraphs (ia), (b), (c) and or (iid) above of this subsection 4.1 following such change, Consolidated consolidated financial statements of Borrower LVSI and its Subsidiaries (including, to the extent applicable, Mall Subsidiary, Mall Direct Holdings, Phase II Subsidiary, Phase II Direct Holdings, Mall Manager, Phase II Manager and their respective subsidiaries) for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (bii) together with each delivery of financial statements for LVSI and its Subsidiaries (including, to the extent applicable, Mall Subsidiary, Mall Direct Holdings, Phase II Subsidiary, Phase II Direct Holdings, Mall Manager, Phase II Manager and their respective subsidiaries) pursuant to subdivision paragraph (ia), (b), (c) and or (iid) above of this section 4.1 following such change, a written statement of the chief accounting officer or chief financial officer of Borrower LVSI setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in section 6.9 which would have resulted if such financial statements had been prepared without giving effect to such change; and (B) if the audited Consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivision (ii) above for any Fiscal Year revise, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during such Fiscal Year is incorrect, a written statement of the chief financial officer of Borrower setting forth the changes to such Compliance Certificate which would have resulted if such Compliance Certificate had been prepared based solely on the audited Consolidated financial statements of Borrower and its Subsidiaries for such accounting period);

Reconciliation Statements. (Aa) if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the Consolidated consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivisions (iii), (iii) and or (iixiii) above of this subsection 6.1 will differ in any material respect from the Consolidated consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iii) and or (iixiii) above of this subsection 6.1 following such change, Consolidated consolidated financial statements of Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iii) and or (iixiii) above of this subsection 6.1 following such change, a written statement of the chief financial accounting officer or senior director of finance or vice president of finance of Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change; and (Bb) if Borrower shall deliver to the audited Consolidated Administrative Agent at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Borrower this subsection 6.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above, and its Subsidiaries delivered pursuant to subdivision (ii) above for any Fiscal Year revise, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during a reasonable estimate of such Fiscal Year is incorrect, a written statement of the chief financial officer of Borrower setting forth the changes to such Compliance Certificate which would have resulted if such Compliance Certificate had been prepared based solely effect on the audited Consolidated financial statements on account of Borrower and its Subsidiaries for such accounting periodchanges in application;

Reconciliation Statements. (Aa) if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the Consolidated consolidated and consolidating financial statements of WRP, Borrower and its their Subsidiaries delivered pursuant to subdivisions (isubsections 6.1(ii), 6.1(iii), 6.1(iv) and (iior 6.1(xiii) above will differ in any material respect from the Consolidated consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (isubsections 6.1(ii), 6.1(iii), 6.1(iv) and (iior 6.1(xiii) above following such change, Consolidated consolidated and consolidating financial statements of WRP, Borrower and its their Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (isubsections 6.1(ii), 6.1(iii), 6.1(iv) and (iior 6.1(xiii) above following such change, if required pursuant to subsection 1.2, a written statement of the chief accounting officer or chief financial officer of each of WRP and Borrower or other Officer of each of WRP and Borrower acceptable to Administrative Agent setting forth the differences which (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) that would have resulted if such financial statements had been prepared without giving effect to such change; provided, that from and after the Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing reconciliation statements for WRP; provided further that the foregoing reconciliation statements shall not be required for changes related to liquidation accounting for WRP; and (Bb) if to the extent the audited Consolidated financial statements delivered pursuant to subsection 6.1(iv) differ in any material respect from the consolidated and consolidating financial statements of WRP, Borrower and its their Subsidiaries delivered pursuant to subdivision (iisubsection 6.1(iii) above for any Fiscal Year reviseabove, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during then Borrower shall deliver with such Fiscal Year is incorrect, audited financial statements a written statement of the chief accounting officer or chief financial officer of each of WRP, Borrower and their Subsidiaries or by any executive officer of WRP, Borrower and their Subsidiaries designated by any of the above-described officers on behalf of WRP, Borrower and their Subsidiaries in a writing delivered to Administrative Agent (together with an adjusted Compliance Certificate) setting forth the changes differences (including any differences that would affect any calculations relating to such Compliance Certificate which would the financial covenants set forth in subsection 7.6), and the Applicable Margin and related rate of interest shall be adjusted accordingly on a retroactive basis to the date that the change should have resulted if such Compliance Certificate had been prepared based solely on occurred; provided, that from and after the audited Consolidated financial Merger Transaction Termination Date, Borrower shall not be required to provide the foregoing reconciliation statements of Borrower and its Subsidiaries for such accounting periodWRP;

Reconciliation Statements. (Aa) if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the Consolidated consolidated financial statements of Borrower and its Subsidiaries delivered pursuant to subdivisions (iii), (iii) and or (iixiii) above of this subsection 6.1 will differ in any material respect from the Consolidated consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (iii), (iii) and or (iixiii) above of this subsection 6.1 following such change, Consolidated consolidated financial statements of Borrower and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two (2) full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (iii), (iii) and or (iixiii) above of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Borrower setting forth the differences (including any differences that would affect any calculations relating to the financial covenants set forth in subsection 7.6) which would have resulted if such financial statements had been prepared without giving effect to such change; and (Bb) if Borrower shall deliver to the audited Consolidated Administrative Agent at the same time as the delivery of any annual or quarterly financial statements given in accordance with the provisions of Borrower this subsection 6.1, (i) a description in reasonable detail of any material change in the application of accounting principles employed in the preparation of such financial statements from those applied in the most recently preceding quarterly or annual financial statements as to which no objection shall have been made in accordance with the provisions above, and its Subsidiaries delivered pursuant to subdivision (ii) above for any Fiscal Year revise, restate, or otherwise demonstrate that, any information contained in any Compliance Certificate delivered pursuant to subdivision (iii) above for any Fiscal Quarter ending during a reasonable estimate of such Fiscal Year is incorrect, a written statement of the chief financial officer of Borrower setting forth the changes to such Compliance Certificate which would have resulted if such Compliance Certificate had been prepared based solely effect on the audited Consolidated financial statements on account of Borrower and its Subsidiaries for such accounting periodchanges in application;