Accounting of Purchases. Other than for consolidated accounting purposes, the Seller will not account for or treat the transactions contemplated hereby in any manner other than as a sale of the Transferred Assets by the Seller to the Purchaser; in each case consistent with GAAP; provided that solely for federal income tax reporting purposes, the Purchaser is treated as a “disregarded entity” of the sole owner of the Seller and, therefore, the Conveyance of Transferred Assets by the Seller to the Purchaser hereunder will not be recognized.

No Purchases. CONSULTANT shall not purchase materials or supplies for the accounts of ​ or its related entities, or otherwise hold CONSULTANT out as being authorized to make purchases for which ​ or its related entities would be billed directly by the seller of the materials or supplies, unless such purchase is authorized in writing by ​ in advance.

Counterparty Purchases. Counterparty (or any “affiliated purchaser” as defined in Rule 10b-18 under the Exchange Act (“Rule 10b-18”)) shall not, without the prior written consent of Dealer, directly or indirectly purchase any Shares (including by means of a derivative instrument), listed contracts on Shares or securities that are convertible into, or exchangeable or exercisable for, Shares (including, without limitation, any Rule 10b-18 purchases of blocks (as defined in Rule 10b-18)) during any Relevant Period or, if applicable, Settlement Valuation Period, except through Dealer, and, if Dealer is requested to make any such purchases, Dealer will cooperate in good faith and in a commercially reasonable manner with Counterparty to execute and deliver mutually acceptable documentation pursuant to which Dealer shall make any such purchases (each such purchase, an “Open Market Repurchase”). All Open Market Repurchases will be subject to the “Concurrent OMR Parameters” set forth in any Supplemental Confirmation for a Transaction then outstanding. The documentation governing any Open Market Repurchases will include customary provisions relating to Rule 10b-18.

Buyer or any of its “Affiliates” (defined below) may purchase any or all of the wind turbine blades (“Components”) listed in Appendix 2 during the Term of this Agreement at the prices agreed to in this Agreement. “Affiliate” with respect to either Buyer or Seller means any entity, including without limitation, any individual, corporation, company, partnership, limited liability company or group, that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with either Buyer or Seller, as applicable; provided, however, that a fifty percent (50%) or less owned entity shall not be deemed an Affiliate of Seller. All purchases under this Agreement are subject to issuance of firm purchase orders (“POs” or “Orders”) by Buyer pursuant to GEE’s Standard Terms of Purchase (the “GEE Purchase Terms”), incorporated by reference as Appendix 3, and any agreed updates, changes and modifications to the same. All POs, acceptances and other writings or electronic communications between the parties shall be governed by this Agreement. In case of conflict, the following order of precedence will prevail: a) this Supply Agreement; b) Supply Agreement Attachments; c) individual POs; and d) drawings, specifications and related documents specifically incorporated herein by reference.

Accounting. Except as provided to the contrary herein, all accounting terms used in the calculation of any financial covenant or test shall be interpreted and all accounting determinations hereunder in the calculation of any financial covenant or test shall be made in accordance with Agreement Accounting Principles. If, subsequent to the Restatement Effective Date, any changes in generally accepted accounting principles as in effect in the United States of America are required or permitted and are adopted by the Company or any of its Subsidiaries with the agreement of its independent certified public accountants and such changes result in a change in the method of calculation of any of the financial covenants set forth in [Section 7.4] or any other financial test set forth in this Agreement or in the related definitions or terms used therein (“Accounting Changes”), the parties hereto agree, at the Company’s request, to enter into negotiations, in good faith, in order to amend such provisions in a credit neutral manner so as to reflect equitably such changes with the desired result that the criteria for evaluating the Company’s and its Subsidiaries’ financial condition shall be the same after such changes as if such changes had not been made; provided, however, that until such provisions are amended in a manner reasonably satisfactory to the Administrative Agent and the Required Lenders, no Accounting Change shall be given effect in such calculations. In the event such amendment is entered into, all references in this Agreement to Agreement Accounting Principles in connection with the financial covenants set forth in [Section 7.4] and each other financial test set forth in this Agreement shall mean generally accepted accounting principles as in effect in the United States of America as of the Restatement Effective Date but giving effect to the relevant Accounting Changes, subject to further modification in accordance with this [Section 10.3]. Notwithstanding any other provision contained herein (including the definition of Agreement Accounting Principles), 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 any election under Accounting Standards Codification 825-10-25 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Company or any Subsidiary at “fair value”, as defined therein, # without giving effect to any treatment of indebtedness in respect of convertible debt instruments under Accounting Standards Codification 470-20 (or any other Accounting Standards Codification or Financial Accounting Standard having a similar result or effect) to value any such indebtedness in a reduced or bifurcated manner as described therein, and such indebtedness shall at all times be valued at the full stated principal amount thereof and # without giving effect to any changes in Agreement Accounting Principles resulting from implementation pursuant to the final standards for Leases (Topic 842) released on February 25, 2016 by the Financial Accounting Standards Board. For the avoidance of doubt, the foregoing statement shall apply only to treatment of financial concepts in this Agreement (including determinations of Indebtedness and the calculation of the financial covenants) and not to the manner in which the Company prepares its financial statements (it being understood that appropriate adjustments shall be made for purposes of the Compliance Certificate or any other demonstration or determination of compliance with the applicable provisions of this Agreement).

Accounting. During the first fifteen (15) business days after Closing, Sinclair shall cause the LP to provide Emmis at no additional cost the services of the LP’s business offices, together with reasonable access to related systems and records, for the purposes of closing the books of the LP for the period prior to Closing, all in accordance with the procedures and practices applied by the business offices for periods prior to Closing.

Accounting. Changed its method of accounting or the accounting principles or practices utilized in the preparation of its financial statements, other than as required by GAAP;

Accounting. Employer shall have the right and remedy to require Executive to account for and pay over to Employer all compensation, profits, monies, accruals, increments or other benefits (collectively, “Benefits”) derived or received by Executive as a result of any transactions constituting a breach of any of the Restrictive Covenants, and Executive shall account for and pay overall such Benefits to the Company.

Accounting. The Borrower accounts for the transfers to it from ​ of the Receivables and related Collateral under the Second Tier Purchase Agreement as true sales/true contributions of such Receivables and related Collateral in its books, records and financial statements, in each case consistent with GAAP and with the requirements set forth herein.

Accounting Changes. Make any change in # accounting policies or reporting practices, except to the extent consistent with GAAP, or # the fiscal year-end of any Loan Party or Restricted Subsidiary.