Approved Business Plan. (1) Not later than 45 days before the commencement of each fiscal quarter, the Company shall prepare and submit to the Purchaser a Business Plan for such quarter that complies with the Mandatory Requirements and the Initial Approved Business Plan.
(2) The Company shall conduct, and cause the Subsidiaries to conduct, their respective operations, incur expenses and purchase assets in accordance with the then applicable Approved Business Plan. In the event that there is a Failure to Perform as determined on the Acquisition Date, such breach shall be considered to have a material adverse impact on the Company for the purposes of Section 6.2(2)(h) of the Arrangement Agreement. The occurrence of an Interim Failure to Perform or a breach of the first sentence of this Section 2.5(2) will not be considered to have a material adverse impact on the Company for the purposes of Section 6.2(2)(h) of the Arrangement Agreement and, the Purchaser acknowledges and agrees that an Interim Failure to Perform shall not constitute a breach of, or event of default under, the Debenture.
(3) The Purchaser hereby consents pursuant to Section 4.1(3)(f) of the Arrangement Agreement to any disposition of assets of the Company or any of the Subsidiaries that is completed in accordance with the Initial Approved Business Plan during the period from the date of this Amendment until the earlier of the Acquisition Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms.
(4) The Chief Executive Officer of the Company shall have authority to approve all minor changes and modifications to any Approved Business Plan and all Contracts awarded thereunder that are, in the Chief Executive Officer’s good faith judgment, reasonable and prudent under the circumstances and that do not materially change the overall nature or scope of operations contemplated under such Approved Business Plan. The Company shall promptly inform the Purchaser of each such minor change or modification to an Approved Business Plan that the Chief Executive Officer has made or approved in accordance with this Section 2.5(4).
(5) The Company shall promptly notify the Purchaser of any reasonably anticipated overruns in excess of the expenditures authorized in an Approved Business Plan (including contingency expenditures) by more than 20%. The Company shall not incur expenditures (on a consolidated basis) in any quarter in excess of 120% of the amount set forth in the Approved Business ...
Approved Business Plan. The Members have approved an annual business plan for the Company through the end of the 2018 Fiscal Year as set forth in the Side Letter Agreement. Each annual business plan for each Fiscal Year shall include (i) a narrative description of the Company’s business objectives for such Fiscal Year, which shall include any major transaction proposed to be undertaken by the Company or any Subsidiary for such Fiscal Year, (ii) the initial pro forma for the Campus (the “Pro Forma”), which shall set forth the projected development and construction costs, gross operating income and operating expenses to be realized or incurred in connection with the completion of the Spec Buildings and the operation of the Campus, (iii) a description of any anticipated capital expenditures for each quarter of the upcoming year, (iv) a statement of projected cash flows on a quarterly basis, (v) a description of the required level or range of reserves and their intended and permitted uses, (vi) a leasing plan, which includes the leasing parameters under which any unoccupied portion of the buildings contained in the Campus shall be offered for lease (as amended from time-to-time as part of the Approved Business Plan, the “Leasing Parameters”), and a narrative description of any marketing and/or any leasing activities proposed to be undertaken, (vii) the initial Operating Budget described in Section 2.09, and (viii) any other information the Manager determines is necessary to keep the Executive Committee reasonably informed regarding the business and affairs of the Company and each Subsidiary. The annual business plan may contain one (1) or more elements that shall survive the entire term of the Company, subject to any revisions approved by the Executive Committee. The Manager shall prepare and submit to the Executive Committee and the SW Member at least thirty (30) days prior to the commencement of the 2019 Fiscal Year and each Fiscal Year thereafter, an updated annual business plan pertaining to such Fiscal Year. Each updated annual business plan including, without limitation, any revised Operating Budget shall be subject to the review and approval of the Executive Committee, which approval may be withheld in each Voting Member’s sole and absolute discretion. If any updated annual business plan is not approved by the Executive Committee, then the applicable Approved Business Plan shall continue to remain in effect (as modified for any portion of the updated annual business plan appro...
Approved Business Plan. “Approved Business Plan” means a Business Plan approved by the Board as a Major Decision pursuant to Section 9.2.
Approved Business Plan. Subject to clause (i) of the definition of “Major Decisions” on Schedule 6, the Managing Member may amend the Approved Business Plan from time to time in its sole discretion. The Managing Member shall provide the Co-Investor Members with written notice of any material amendment to the Approved Business Plan (it being agreed that such notice requirement shall not derogate from clause (i) of the definition of “Major Decisions” on Schedule 6).
Approved Business Plan. Within 30 days after the date hereof, the Company shall deliver to the Investor a draft of the Business Plan for 1997-1998, and the Company and the Investor shall exercise reasonable efforts to reach agreement on the Approved Business Plan.
Approved Business Plan. This Amendment supersedes that certain Action by Written Consent of the Members of TNHC Xxxxxxx Ranch LLC dated as March 27, 2019 which shall be of no further force or effect following the execution of this Amendment. The Members agree that the Approved Business Plan for the Company approved by that certain Action by Written Consent of the Members of TNHC Xxxxxxx Ranch LLC dated as of August 4, 2017 is hereby deleted and that the new Approved Business Plan for the Company shall be that which is attached as Exhibit B to that certain Action by Written Consent of the Members of TNHC Xxxxxxx Ranch LLC dated concurrently herewith (the “April Action”), which includes updates to the Project Costs, the Approved Project Budget, the Project Proforma, and the Critical Dates Schedule, all as defined in the First Amendment (collectively, the “Approved Business Plan”).
Approved Business Plan. 1116763.08/OC 373745-00002/0-0-00/pdo/agt 60 54430-10898/2652216.4
Approved Business Plan. The Members agree that the current business plan for the Company shall be that adopted by the Members on the Effective Date and shall be inclusive of the following items described in (i)-(iv) below (collectively, the “Approved Business Plan”). 2 4409429v26 / 500303.0022
(i) All costs and liabilities (“Project Costs”) to be paid or assumed by the Company in connection with the Project, which is hereby approved by the Members (as amended from time to time with IHP’s approval the “Approved Project Budget”). No changes or departures from the Approved Project Budget shall be made without the prior consent of IHP, which consent may be withheld in its discretion.
(ii) The projected cash flow for the Project (“Project Proforma”).
(iii) Te anticipated revenues and Project Costs of the Company for the balance of the first calendar year of the Company through the estimated life of the Project.
(iv) Critical Dates Schedule (which replaces the prior Critical Dates Schedule(s)).” Exhibit A to the Agreement is superseded and replaced by Exhibit A to this Amendment.
Approved Business Plan. The Members agree that the initial business plan for the Company is to acquire the Property and seek the Entitlements inclusive of the following items described in (i)-(iv) below, attached hereto as Exhibit “B” (collectively, the “Approved Business Plan”).
(i) All costs and liabilities (“Project Costs”) to be paid or assumed by the Company in connection with the Project (the “Original Budget”), which is hereby approved by the Members (the “Approved Project Budget”). No changes or departures from the Approved Project Budget shall be made without the prior consent of IHP, which consent may be withheld in its discretion.
(ii) The projected cash flow for the Project (“Project Proforma”).
(iii) The anticipated revenues and Project Costs of the Company for the balance of the first calendar year of the Company.
(iv) Critical Dates Schedule.
Approved Business Plan. The term “Approved Business Plan” is defined in Section 2.06.
