Approval of Operating Budget. Each Operating Budget delivered pursuant to Section 5.20(a) shall not be effective until approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned, or delayed (it being acknowledged that the Administrative Agent has approved the Operating Budget for 2022 and the updated Financial Model delivered pursuant to the Eighth Amendment). The Operating Budget will be deemed to be approved unless the Administrative Agent objects in writing to such Operating Budget within twenty (20) days of receipt thereof. In the event that, pursuant to the immediately preceding sentence, the Operating Budget is not approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned, or delayed) or Borrower has not submitted a proposed Operating Budget in accordance with Section 5.20(a) (excluding the Operating Budget for 2022 delivered pursuant to the Eighth Amendment), an operating budget including the greater of (x) the sum of 100% of the then-actual costs of feedstock, consumables, utilities, routine maintenance and any other variable costs for the then current calendar year and 105% of the fixed costs, including Capital Expenditures (other than for routine maintenance), set forth in the Operating Budget for the immediately preceding calendar year, or in the case of the Operating Budget delivered in connection with the Term Conversion Date, the Operating Budget of 2022 US-DOCS\150507763.9 Bakersfield Refinery – Senior Credit Agreement |US-DOCS\150507763.15|| and (y) the amounts specified in the Financial Model delivered on or before the Eighth Amendment Effective Date for such calendar year (or any updated Financial Model approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed)), in any case, shall apply until the Operating Budget for the then current calendar year is approved. Copies of each final Operating Budget adopted shall be furnished to the Administrative Agent promptly upon its adoption.
Approval of Operating Budget. Each Operating Budget delivered pursuant to Section 5.20(a) shall not be effective until approved by the Administrative Agent, such approval not to be unreasonably withheld, conditioned, or delayed. The Operating Budget will be deemed to be approved unless the Administrative Agent objects in writing to such Operating Budget within twenty (20) days of receipt thereof. In the event that, pursuant to the immediately preceding sentence, the Operating Budget is not approved by the Administrative Agent (which approval shall not be unreasonably withheld, conditioned, or delayed) or OpCo Borrower has not submitted a proposed Operating Budget in accordance with the terms and conditions herein, an operating budget including the greater of (x) the sum of 100% of the then-actual costs of feedstock, consumables and other variable costs for such calendar year and 105 % of the other costs set forth in the Operating Budget for the immediately preceding calendar year and (y) the amounts specified in the Financial Model delivered on the Closing Date for such calendar year (or any updated Financial Model approved by the Administrative Agent), in any case, shall apply until the Operating Budget for the then current calendar year is approved. Copies of each final Operating Budget adopted shall be furnished to the Administrative Agent promptly upon its adoption.
Approval of Operating Budget. All Operating Budgets shall be subject to Class A Member Approval, such approval not to be unreasonably withheld and approval or disapproval to be made within 10 days of receipt of the Operating Budgets. No Operating Budget shall be deemed to be effective hereunder until such time as the Manager has received the prior Class A Member Approval. When finally approved by Class A Member Approval, the Operating Budget shall be the “Approved Operating Budget”. The Operating Budget for the remainder of the calendar year 2018 attached hereto as Exhibit 2 shall be the Approved Operating Budget for such period.
Approval of Operating Budget. Each annual Operating Budget shall be subject to the review and approval of the University, which approval shall not be unreasonably withheld or delayed. In order for the University to fully evaluate and analyze such budgets or any other request by Manager relating to income and expenses, Manager agrees to provide to the University such reasonable financial information relating to the Facility as may be requested by the University from time to time, and, in the event the University reasonably requests any meeting with Manager to discuss budget related issues, Manager shall ensure that its representative(s) are present at such meeting. If extraordinary events occur during any Operating Year which could not reasonably be contemplated at the time the corresponding Operating Budget was prepared, Manager may submit an amendment to such budget for review and approval or denial by the University.
Approval of Operating Budget. Each annual Operating Budget shall be subject to the review and approval of Owner, which approval shall not be unreasonably withheld or delayed. In order for Owner to fully evaluate and analyze such budgets or any other request by OVG relating to income and expenses, OVG agrees to provide to Owner such reasonable financial information relating to the Facility as may be requested by Owner from time to time. If events occur during any Operating Year that could not reasonably be contemplated at the time the corresponding Operating Budget was prepared, OVG may submit an amendment to such budget for review and approval by Owner (which approval shall not be unreasonably withheld or delayed). If Owner fails to approve any annual Operating Budget (or any proposed amendment thereto), Owner shall promptly provide OVG the specific reasons therefor and its suggested modifications to OVG’s proposed Operating Budget or amendment in order to make it acceptable. The parties shall then engage in good faith discussions and use reasonable commercial efforts to attempt to resolve the matter to the mutual satisfaction of the parties. For the avoidance of doubt, any modified or amended Operating Budget is subject to final approval of Owner.
Approval of Operating Budget. The Operating Budget shall be deemed approved so long as the aggregate amount of the anticipated aggregate Operating Expenses (other than any Operating Expenses funded with equity capital contributions to Borrower by Pledgor, proceeds of Permitted Dispositions, amounts to be applied to fund any Reinvestment Action or Restoration Action in accordance with the terms of the Financing Documents and any Operating Expenses and/or Capital Expenditures that are to be funded by equity capital contributions made by Pledgor) for the Renewable Diesel Project is equal to or less than an amount equal to 115% of the amount proposed to be expended by Borrower for all such items during the applicable calendar year (or in the case of such initial Operating Budget, partial year), as determined by reference to the Projected Initial Operating Budget. In the event that such Operating Budget shall not be deemed approved as provided in the immediately preceding sentence, such Operating Budget shall be subject to the reasonable approval of the Required Lenders, such approval not to be unreasonably withheld, conditioned or delayed. Failure by the Required Lenders to approve or disapprove any such draft Operating Budget within fourteen (14) days after receipt thereof shall be deemed to be an approval by the Required Lenders of such draft as the final Operating Budget. Borrower shall consider in good faith any Xxxxxx’s suggestions in preparation of a final Operating Budget.
Approval of Operating Budget. Each of the annual Operating Budgets shall be subject to the review and approval of the City, in accordance with City policies, which approval shall not be unreasonably withheld or delayed. In order for the City to fully evaluate and analyze such budgets or any other request by Manager relating to income and expenses, Manager agrees to provide to the City such reasonable financial information relating to the Facilities as may be requested by the City from time to time. If extraordinary events occur during any Operating Year that could not reasonably be contemplated at the time the corresponding Operating Budget was prepared, Manager may submit an amendment to such budget for review and approval by the City, no later than April 1st of the then-current Operating Year with respect to such year’s budget (which approval shall not be unreasonably withheld or delayed). If the City fails to approve any annual Operating Budget (or any proposed amendment thereto), the City shall promptly provide Manager the specific reasons therefor and its suggested modifications to Manager’s proposed Operating Budget or amendment in order to make it acceptable. The parties shall then engage in good faith discussions and use reasonable commercial efforts to attempt to resolve the matter to the mutual satisfaction of the parties, including, if applicable, negotiation of a mutually acceptable modification to the economic terms of this Agreement to enable the Manager to achieve the compensation contemplated by its proposed Operating Budget.
Approval of Operating Budget. Each annual Operating Budget shall be subject to the review and approval of the City, which approval shall not be unreasonably withheld or delayed. In order for the City to fully evaluate and analyze such budgets or any other request by Manager relating to income and expenses, Manager agrees to provide to the City such reasonable financial information relating to the Facility as may be requested by the City from time to time. If extraordinary events occur during any Operating Year that could not reasonably be contemplated at the time the corresponding Operating Budget was prepared, Manager may submit an amendment to such budget for review and approval by the City (which approval shall not be unreasonably withheld or delayed). If the City fails to approve any annual Operating Budget (or any proposed amendment thereto), the City shall promptly provide Manager the specific reasons therefor and its suggested modifications to Manager’s proposed Operating Budget or amendment in order to make it acceptable. The parties shall then engage in good faith discussions and use reasonable commercial efforts to attempt to resolve the matter to the mutual satisfaction of the parties.
Approval of Operating Budget. Each annual Operating Budget shall be subject to the review and approval of CRDA, which shall not be unreasonably withheld. In order for CRDA to fully evaluate and analyze such budgets or any other request by Manager relating to income and expenses, Manager agrees to provide to CRDA such reasonable financial information relating to the Civic Center as may be requested by CRDA from time to time. If extraordinary events occur during any Contract Year that could not reasonably be contemplated at the time the corresponding Operating Budgets were prepared, Manager may submit an amendment to such budgets for review and approval by CRDA; however, no formal submission of amendments are required for (i) adjustments of 15% or less to departmental line items in the Operating Budget, provided that any such amendment does not increase the total Operating Budget or (ii) for adjustments in budgeted amounts directly related to the costs of insurance, utilities or employee benefits. Upon submission of each annual Operating Budget or amendments to CRDA, CRDA shall have thirty (30) days to review and comment. If CRDA fails to approve any annual Operating Budget (or any proposed amendments thereto), CRDA shall promptly provide Manager the specific reasons therefor and its suggested modifications to Manager’s proposed Operating Budgets or amendments in order to make them acceptable. The Parties shall then engage in good faith discussions and use reasonable commercial efforts to attempt to resolve the matter to the mutual satisfaction of the Parties.
