Adjustments to Certain Cost Categories Sample Clauses

Adjustments to Certain Cost Categories. Cost Categories for each Contract Year shall be based on Seller’s then-current budget (which budget shall be based on Seller’s reasonable, good faith projections) for each Plant for (A) in the case of each of Fixed Cash Conversion Costs, Variable Cash Conversion Costs, and SG&A Expenses, such Contract Year, and (B) in the case of each of Maintenance Cost Reserves (Capital), Maintenance Cost Reserves (Expense), and Turnaround Cost Reserves, the five Contract Years beginning January 1 of such Contract Year. Prior to the beginning of each Contract Year, Seller shall notify Buyer of the All Other Cash Production Costs, each Cost Category, and such other information as Buyer may reasonably request, for such Contract Year and, upon request, provide documentation setting forth the basis on which the AOCPC was determined.
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Adjustments to Certain Cost Categories. Cost Categories for each Contract Year shall be based on Seller’s then-current budget (which budget shall be based on Seller’s reasonable, good faith projections) for each Plant for (A) in the case of each of Fixed Cash Conversion Costs, Variable Cash Conversion Costs, and SG&A Expenses, such Contract SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO THE ORDER GRANTING CONFIDENTIAL TREATMENT UNDER THE SECURITIES ACT OF 1933 ISSUED BY THE DIVISION OF CORPORATE FINANCE OF THE SECURITIES AND EXCHANGE COMMISSION FILED ON AUGUST 1, 2014. THE REDACTED MATERIAL HAS BEEN SEPARATELY SUBMITTED TO THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH THREE ASTERISKS (***). Year, and (B) in the case of each of Maintenance Cost Reserves (Capital), Maintenance Cost Reserves (Expense), and Turnaround Cost Reserves, the five Contract Years beginning January 1 of such Contract Year. Prior to the beginning of each Contract Year, Seller shall notify Buyer of the All Other Cash Production Costs, each Cost Category, and such other information as Buyer may reasonably request, for such Contract Year and, upon request, provide documentation setting forth the basis on which the AOCPC was determined.
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Related to Adjustments to Certain Cost Categories

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

  • Annual Report of Assessment of Compliance with Servicing Criteria (a) The Servicer shall cause a firm of independent certified public accountants, who may also render other services to the Servicer, the Depositor or their Affiliates, to deliver to the Issuing Entity, the Indenture Trustee and the Owner Trustee on or before March 15 of each year, beginning March 15, 2016 (or if such day is not a Business Day, the next succeeding Business Day), a report (the “Report of Assessment of Compliance with Servicing Criteria”) delivered to the Board of Directors of the Servicer and to the Indenture Trustee and the Owner Trustee that satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with Servicing Criteria with respect to the prior calendar year. The certificates and reports referred to in Section 4.01(a), Section 4.01(b) and this Section 4.02(a) shall be delivered within 120 days after the end of each calendar year if the Issuing Entity is not required to file periodic reports under the Exchange Act or any other law, beginning April 30, 2017.

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