Common use of Approved Annual Budgets Clause in Contracts

Approved Annual Budgets. (a) Owner and the Westlake Parties acknowledge that they have agreed upon an Approved Annual Budget consistent with the Accounting Procedures for the period commencing on the date of this Agreement and ending December 31, 2014 (the “First Approved Annual Budget”). (b) The Westlake Parties shall prepare and deliver to Owner, no later than 30 days before the commencement of each Fiscal Year, a proposed budget for the Shared Services and the Operating Services to be performed by the Westlake Parties and the Seconded Employees, respectively, during such Fiscal Year. Each such budget shall be prepared on the same basis and using the same methodology as the First Approved Annual Budget. Such budgets shall be prepared in sufficient detail to satisfy the reasonable requirements of Owner. However, at a minimum, such budgets shall include estimates of the labor expense and expenses incurred by employees of the Westlake Parties or their Affiliates in performing the Shared Services and the Operating Services as well as an itemized list of estimated third Person expenses to be incurred in performing the Shared Services and the Operating Services, in each case consistent with the Accounting Procedures. If requested by Owner, the Westlake Parties shall also prepare and deliver to Owner an explanation of any specific Expenditure. The Parties shall use good faith efforts to agree upon an Approved Annual Budget reasonably acceptable to Owner no later than 15 days prior to the commencement of the Fiscal Year for which such budget applies. Owner shall have the right to reasonably comment on and make objections to each annual budget proposed by the Westlake Parties, to the extent such comments and objections are with respect to the failure to prepare such budget on the same basis and using the same methodology as the First Annual Approved Budget; provided that if Owner and the Westlake Parties fail to agree on such budget, the Westlake Parties’ budget shall provisionally constitute an Annual Approved Budget. If the Parties have not reached agreement on the annual budget within 30 days after Owner’s notice of objection thereto, then senior management representatives of the Parties shall engage in negotiations, and if the Parties have not reached agreement within 30 days after commencement of negotiations, either Party shall have the right to resolve such dispute in a court of law pursuant to this Agreement. If any such dispute is resolved in favor of Owner, the Westlake Parties shall reimburse Owner the amount of Expenditures determined not to be chargeable to the Westlake Parties, with interest as provided in Section 10.1(c). As to each Approved Annual Budget, no later than the 15th day preceding the commencement of the second, third and fourth quarterly periods covered by such Approved Annual Budget, the Westlake Parties will provide to Owner adjustments to such Approved Annual Budget to reflect the estimated Expenditures to be incurred in the performance of the Shared Services and the Operating Services over the balance of the Fiscal Year covered by such Approved Annual Budget. (c) It is acknowledged and agreed by the Parties that the annual budgeting process, the quarterly updates to such budgets, and the revisions of such budgets pursuant to this Article VIII to cover overages are for planning purposes, and if the actual Expenditures incurred by the Westlake Parties in the performance of the Shared Services and the Operating Services exceed such budgeted Expenditures, the Westlake Parties shall nevertheless be entitled to reimbursement of such actual Expenditures pursuant and subject to the terms of Article X.

Approved Annual Budgets. The Company shall consider and comment upon the proposed draft budget prepared by the Manager with respect to each Facility pursuant to Section 6.1, and the Manager shall from time to time amend and revise such draft budget in accordance with any reasonable written requests of the Company mutually agreed to by the Company and the Manager (each such budget including the initial Annual Budget referred to in Section 6.1, as so amended from time to time, an “Approved Budget”). If the Manager submits a proposed Annual Budget or an amendment to the Annual Budget for the Company’s approval, and the Company does not request any changes or make any comments with respect to such Annual Budget, within thirty (30) days of submission, then such proposed Annual Budget shall be deemed the Approved Budget. Until such time as the proposed budget is approved by the Company, the last Approved Budget shall be the Approved Budget for such year except that (i) any portion of the proposed budget which is specifically approved or not in dispute shall be deemed approved and effective and (ii) during any interim period the Manager may reasonably exceed the Approved Budget for the prior Fiscal Year for (a) Owner taxes, utility charges and other items not within the Westlake Parties acknowledge that they have agreed upon an Approved Annual Budget consistent with the Accounting Procedures for the period commencing on the date of this Agreement Manager’s reasonable control and ending December 31, 2014 (the “First Approved Annual Budget”). (b) The Westlake increases in contract services, personnel and other costs to the extent required to maintain the same level of services for the attendance volumes anticipated at a Facility provided during the previous Fiscal Year if the costs of such items has increased above the Approved Budget for the prior Fiscal Year. In the event the Parties shall prepare and deliver are unable to Owner, no later than 30 agree on an Approved Budget for a particular Fiscal Year within ninety (90) days before of the commencement beginning of each such Fiscal Year, Manager shall operate a proposed budget for Facility related to the Shared Services and the Operating Services to be performed by the Westlake Parties and the Seconded Employees, respectively, during such Fiscal Year. Each such budget shall be prepared on the same basis and using the same methodology as the First Approved Annual Budget. Such budgets shall be prepared in sufficient detail to satisfy the reasonable requirements of Owner. However, at a minimum, such budgets shall include estimates disputed portion of the labor expense and expenses incurred by employees of proposal based upon the Westlake Parties or their Affiliates in performing the Shared Services and the Operating Services as well as an itemized list of estimated third Person expenses to be incurred in performing the Shared Services and the Operating Services, in each case consistent with the Accounting Procedures. If requested by Owner, the Westlake Parties shall also prepare and deliver to Owner an explanation of any specific Expenditure. The Parties shall use good faith efforts to agree upon an Approved Annual Budget reasonably acceptable to Owner no later than 15 days prior to the commencement of the Fiscal Year for which such budget applies. Owner shall have the right to reasonably comment on and make objections to each annual budget proposed by the Westlake Parties, to the extent such comments and objections are with respect to the failure to prepare such budget on the same basis and using the same methodology as the First Annual Approved Budget; provided that if Owner and the Westlake Parties fail to agree on such budget, the Westlake Parties’ budget shall provisionally constitute an Annual Approved Budget. If the Parties have not reached agreement on the annual budget within 30 days after Owner’s notice of objection thereto, then senior management representatives of the Parties shall engage in negotiations, and if the Parties have not reached agreement within 30 days after commencement of negotiations, either Party shall have the right to resolve such dispute in a court of law pursuant to this Agreement. If any such dispute is resolved in favor of Owner, the Westlake Parties shall reimburse Owner the amount of Expenditures determined not to be chargeable to the Westlake Parties, with interest as provided in Section 10.1(c). As to each Approved Annual Budget, no later than the 15th day preceding the commencement of the second, third and fourth quarterly periods covered by such Approved Annual Budget, the Westlake Parties will provide to Owner adjustments to such Approved Annual Budget to reflect the estimated Expenditures to be incurred in the performance of the Shared Services and the Operating Services over the balance of the Fiscal Year covered by such Approved last approved Annual Budget. (c) It is acknowledged and agreed by the Parties that the annual budgeting process, the quarterly updates to such budgets, and the revisions of such budgets pursuant to this Article VIII to cover overages are for planning purposes, and if the actual Expenditures incurred by the Westlake Parties in the performance of the Shared Services and the Operating Services exceed such budgeted Expenditures, the Westlake Parties shall nevertheless be entitled to reimbursement of such actual Expenditures pursuant and subject to the terms of Article X.

Approved Annual Budgets. (a) Owner and the Westlake Parties Big West acknowledge that they have agreed upon an Approved Annual Budget consistent with the Accounting Procedures for the period commencing on the date of this Agreement and ending December January 31, 2014 2008 (the “First Approved Annual Budget”). (b) The Westlake Parties Big West shall prepare and deliver to Owner, no later than 30 45 days before the commencement of each Fiscal Year, a proposed budget that reflects the estimated Expenditures (split between Operating Expenses and Capital Expenditures) to be incurred for the Shared performance of the Services and the Operating Services to be performed by the Westlake Parties and the Seconded Employees, respectively, Big West during such Fiscal Year. Each such budget shall be prepared on the same basis and using the same methodology as the First Approved Annual Budget. Such budgets shall be prepared in sufficient detail to satisfy the reasonable requirements of OwnerOwner and any Lender. However, at a minimum, such budgets shall include estimates of the labor expense and expenses incurred by employees of the Westlake Parties Big West or their its Affiliates in performing the Shared Services and the Operating Services as well as an itemized list of estimated third Person expenses to be incurred in performing the Shared Services and the Operating Services, in each case consistent with the Accounting Procedures. If requested by Owner, the Westlake Parties Big West shall also prepare and deliver to Owner an explanation of any specific Expenditure. The Parties shall use good faith efforts to agree upon an Approved Annual Budget reasonably acceptable to Owner no later than 15 days prior to the commencement of the Fiscal Year for which such budget applies. Owner shall have the right to reasonably comment on and make objections to each annual budget proposed by the Westlake PartiesBig West, to the extent such comments and objections are with respect to the failure to prepare such budget on the same basis and using the same methodology as the First Annual Approved Budget; provided that if Owner and the Westlake Parties Big West fail to agree on such budget, the Westlake Parties’ Big West’s budget shall provisionally constitute an Annual Approved Budget. If the Parties have not reached agreement on the annual budget within 30 days after Owner’s notice of objection thereto, then senior management representatives of the Parties shall engage in negotiations, and if the Parties have not reached agreement within 30 days after commencement of negotiations, either Party shall have the right to resolve such dispute in a court of law pursuant to this Agreement. If any such dispute is resolved in favor of Owner, the Westlake Parties Big West shall reimburse Owner the amount of Expenditures determined not to be chargeable to the Westlake PartiesBig West, with interest as provided in Section 10.1(c)3.5. As to each Approved Annual Budget, no later than the 15th day preceding the commencement of the second, third and fourth quarterly periods covered by such Approved Annual Budget, the Westlake Parties Big West will provide to Owner adjustments to such Approved Annual Budget to reflect the estimated Expenditures to be incurred in the performance of the Shared Services and the Operating Services over the balance of the Fiscal Year covered by such Approved Annual Budget. (c) It is acknowledged and agreed by the Parties that the annual budgeting process, the quarterly updates to such budgets, and the revisions of such budgets pursuant to this Article VIII III to cover overages are for planning purposes, and if the actual Expenditures incurred by the Westlake Parties Big West in the performance of the Shared Services and the Operating Services exceed such budgeted Expenditures, the Westlake Parties Big West shall nevertheless be entitled to reimbursement of such actual Expenditures pursuant and subject to the terms of Article X.5.

Approved Annual Budgets. (a) Owner and the Westlake Parties Service Provider acknowledge that they have agreed upon an Approved Annual Budget consistent with the Accounting Procedures for the period commencing on the date of this Agreement and ending December January 31, 2014 2008 (the “First Approved Annual Budget”). (b) The Westlake Parties Service Provider shall prepare and deliver to Owner, no later than 30 45 days before the commencement of each Fiscal Year, a proposed budget that reflects the estimated Expenditures (split between Operating Expenses and Capital Expenditures) to be incurred for the Shared performance of the Services and the Operating Services to be performed by the Westlake Parties and the Seconded Employees, respectively, Service Provider during such Fiscal Year. Each such budget shall be prepared on the same basis and using the same methodology as the First Approved Annual Budget. Such budgets shall be prepared in sufficient detail to satisfy the reasonable requirements of OwnerOwner and any Lender. However, at a minimum, such budgets shall include estimates of the labor expense and expenses incurred by employees of the Westlake Parties Service Provider or their its Affiliates in performing the Shared Services and the Operating Services as well as an itemized list of estimated third Person expenses to be incurred in performing the Shared Services and the Operating Services, in each case consistent with the Accounting Procedures. If requested by Owner, the Westlake Parties Service Provider shall also prepare and deliver to Owner an explanation of any specific Expenditure. The Parties shall use good faith efforts to agree upon an Approved Annual Budget reasonably acceptable to Owner no later than 15 days prior to the commencement of the Fiscal Year for which such budget applies. Owner shall have the right to reasonably comment on and make objections to each annual budget proposed by the Westlake PartiesService Provider, to the extent such comments and objections are with respect to the failure to prepare such budget on the same basis and using the same methodology as the First Annual Approved Budget; provided that if Owner and the Westlake Parties Service Provider fail to agree on such budget, the Westlake Parties’ Service Provider’s budget shall provisionally constitute an Annual Approved Budget. If the Parties have not reached agreement on the annual budget within 30 days after Owner’s notice of objection thereto, then senior management representatives of the Parties shall engage in negotiations, and if the Parties have not reached agreement within 30 days after commencement of negotiations, either Party shall have the right to resolve such dispute in a court of law pursuant to this Agreement. If any such dispute is resolved in favor of Owner, the Westlake Parties Service Provider shall reimburse Owner the amount of Expenditures determined not to be chargeable to the Westlake PartiesService Provider, with interest as provided in Section 10.1(c)3.5. As to each Approved Annual Budget, no later than the 15th day preceding the commencement of the second, third and fourth quarterly periods covered by such Approved Annual Budget, the Westlake Parties Service Provider will provide to Owner adjustments to such Approved Annual Budget to reflect the estimated Expenditures to be incurred in the performance of the Shared Services and the Operating Services over the balance of the Fiscal Year covered by such Approved Annual Budget. (c) It is acknowledged and agreed by the Parties that the annual budgeting process, the quarterly updates to such budgets, and the revisions of such budgets pursuant to this Article VIII III to cover overages are for planning purposes, and if the actual Expenditures incurred by the Westlake Parties Service Provider in the performance of the Shared Services and the Operating Services exceed such budgeted Expenditures, the Westlake Parties Service Provider shall nevertheless be entitled to reimbursement of such actual Expenditures pursuant and subject to the terms of Article X.5.