Common use of Business Plan and Budget Clause in Contracts

Business Plan and Budget. The initial five (5) year Business Plan and Budget is attached as Exhibit E and is hereby approved by all Members. Sixty (60) days prior to the commencement of calendar year 2014 and each subsequent calendar year thereafter, the Common Board Members shall develop and provide to the entire Executive Board, for its consideration and approval, an updated annual business plan and budget for the upcoming calendar year . Each Board Member shall provide any comments to such proposed annual business plan and budget to all other Board Members as soon as practicable but not later than twenty (20) days after receipt thereof from the Common Board Members. Upon timely submission of all comments, the Executive Board shall meet for purposes of reviewing, finalizing and approving such submitted annual business plan and budget including incorporating therein any related comments deemed appropriate or desirable. Upon the Special Approval of any such annual business plan and budget, the same shall be deemed to constitute the “Business Plan and Budget” for such applicable calendar year for all purposes of this Agreement. The Common Board Members may delegate the preparation of any proposed annual business plan and budget to any officer or officers of the Company; provided, that the same procedures shall be followed with respect to the comment, consideration and approval of such annual business plan and budget. Upon failure of the Executive Board to reach agreement and Special Approval of any submitted business plan and budget, the Business Plan and Budget for the immediately preceding year shall continue and remain in effect until such time as a new Business Plan and Budget it appropriately approved and implemented hereunder. In addition, from time to time, the chief executive officer of the Company may submit changes, variances, additions or other modifications or updates to the then current Business Plan and Budget to the Executive Board for its consideration and approval. Each Board Member shall provide any comments to any such proposal to the Company’s chief executive officer and all other Board Members as soon as practicable but not later than twenty (20) days after receipt thereof. Upon timely submission of all comments, the Executive Board shall meet with the Company’s chief executive officer for purposes of reviewing, finalizing and approving or disapproving any such submitted proposals including incorporating therein any related comments deemed appropriate or desirable. Upon approval of any such proposal, or Special Approval if required by Section 5.2.6, the same shall be deemed incorporated within and to constitute a part of the “Business Plan and Budget” for such applicable calendar year for all purposes of this Agreement. Each annual business plan and budget proposed for consideration and implementation as the approved Business Plan and Budget hereunder will contain, among other things: (i) planned commitments for such applicable period of the annual Business Plan and Budget (the “Budget Period”), and all such commitments that will extend into subsequent Budget Periods; (ii) planned capital expenditures for the Budget Period and all such and capital expenditures that will extend into subsequent Budget Periods; (iii) profit and loss, balance sheet and cash flow projections (including EBITDA projections) throughout and for such Budget Period; (iv) borrowings planned during such Budget Period; (v) projected financial requirements and results of activities, if any, to be undertaken by the Company during such Budget Period; (vi) detailed revenue and operating expense items for each planned Company Project pending or occurring during such Budget Period; and (vii) any other material information relating to the operating and capital budgets of the Company for such Budget Period as may be reasonably anticipated or requested by a Board Member preparing or reviewing same.

Business Plan and Budget. (a) CPP has prepared and delivered to Holdings a business plan, dated January 31, 1996, and updated by the "1997 Budget Overview" presented to Holdings on September 16, 1996, for the Partnership covering a period that includes the period from the date of this Agreement through December 31, 1999 (such business plan, as so updated, being referred to herein as the "Initial Business Plan"). The initial five Initial Business Plan includes capital expenditure and operating budgets for each Fiscal Year covered thereby. (5b) year Prior to the start of each Fiscal Year, the Managing Partner shall adopt (i) a budget (the "Budget") for the forthcoming Fiscal Year including an income statement (prepared on an accrual basis), which shall show in reasonable detail the revenues and expenses projected for the Partnership's business for the forthcoming Fiscal Year, and a balance sheet and cash flow statement, which shall show in reasonable detail the receipts and disbursements projected for the Partnership's business for the forthcoming Fiscal Year and the amount of any corresponding cash deficiency or surplus, projected Capital Contributions, if any, and any contemplated borrowings of the Partnership and (ii) a revised Business Plan ("Business Plan") for the Fiscal Year covered by the Budget and the succeeding four Fiscal Years. Each Budget and Business Plan shall be prepared on a basis consistent with the Proposed Budget and Proposed Business Plan submitted by the Managing Partner pursuant to Section 5.2(c) and the Partnership's audited financial statements. The day-to-day business and operations of the Partnership during each Fiscal Year shall be conducted in accordance with the Business Plan and Budget is attached adopted by the Managing Partner for such Fiscal Year (as Exhibit E it may have been amended in accordance with Section 5.2(c)) and is hereby approved the policies, strategies and standards established by all Membersthe Managing Partner. Sixty Nothing contained in the Initial Business Plan (or any subsequent (c) The Managing Partner shall submit annually to the Non-Managing Partner at least sixty (60) days prior to the commencement start of calendar year 2014 each Fiscal Year after the first full Fiscal Year a proposed Budget ("Proposed Budget") for the forthcoming Fiscal Year and each subsequent calendar year thereaftera proposed Business Plan ("Proposed Business Plan") for the Fiscal Year covered by the Proposed Budget and the succeeding four Fiscal Years. If the Managing Partner proposes to make any amendment or modification to the Business Plan or Budget then in effect (each, a "Proposed Change"), the Common Board Members Managing Partner shall develop and provide submit to the entire Executive BoardNon-Managing Partner at least thirty (30) days prior to the proposed effective date of the Proposed Change a brief description of the Proposed Change and an analysis of the effect such Proposed Change would have on the Business Plan or Budget then in effect. The Managing Partner shall solicit the comments of the Non-Managing Partner with respect to each Proposed Budget and Proposed Business Plan or Proposed Change. If the Non- Managing Partner objects to any provision of a Proposed Budget or Proposed Business Plan or to any Proposed Change, for the Non-Managing Partner may commence the negotiation procedures described below by giving written notice to the Managing Partner of its consideration and approvalobjections to the Proposed Business Plan, an updated annual business plan and budget for the upcoming calendar year . Each Board Member shall provide any comments to such proposed annual business plan and budget to all other Board Members as soon as practicable but not later than Proposed Budget or Proposed Change (a "Budget Objection") within twenty (20) days after its receipt thereof from of the Common Board Members. Upon timely submission of all comments, the Executive Board shall meet for purposes of reviewing, finalizing and approving such submitted annual business plan and budget including incorporating therein any related comments deemed appropriate or desirable. Upon the Special Approval of any such annual business plan and budget, the same shall be deemed to constitute the “Proposed Business Plan and Budget” for such applicable calendar year for all purposes Proposed Budget or ten (10) days after its receipt of this Agreementnotice of the Proposed Change. The Common Board Members may delegate Following the preparation delivery of any proposed annual business plan a Budget Objection, the Partners shall cooperate in good faith and budget to any officer or confer with the Chief Executive Officer and senior officers of the CompanyPartnership for the purpose of resolving by agreement between the Partners the objections described in the Budget Objection; if the Partners are unable to resolve the objections described in the Budget Objection within ten (10) days, the Non-Managing Partner may, by written notice to the Managing Partner, elect to require the Partners to further attempt to resolve the objections as follows: (i) The Partners shall refer the objections described in the Budget Objection to the chief executive officers of Holdings and Cox Parent for resolution. (ii) If the chief executive officers of Holdings and Cox Parent fail to resolve the objections within ten (10) days after the objections are referred to them, each Partner shall prepare a brief (a "Brief"), which includes a summary of the issue, its proposed resolution of the issue and considerations in support of such proposed resolution, not later than ten (10) days following the failure of the chief executive officers to resolve the objections, and the Briefs will be submitted to such reputable and experienced mediation service as is selected by (d) Neither the solicitation by the Managing Partner of the Non-Managing Partner's comments on each Proposed Budget and Proposed Business Plan and on each Proposed Change nor the right of the Non-Managing Partner to give notice of a Budget Objection and to initiate the negotiation procedures described in Section 5.2(c) will impair or delay the right and obligation of the Managing Partner to adopt, or the right and obligation of the Managing Partner and the management of the Partnership to implement, a Budget and Business Plan and any Proposed Change in accordance with Section 5.2(b) (regardless whether any objections of the Non-Managing Partner have been resolved prior to the adoption of such Budget and Business Plan or implementation of any Proposed Change); provided, that however, if the same Non-Managing Partner has given notice of a Budget Objection, the Managing Partner shall not adopt or cause the management of the Partnership to implement the Budget, Business Plan or Proposed Change to which the Budget Objection relates until the conclusion of the negotiation procedures shall be followed with described in Section 5.2(c). (e) With respect to each Fiscal Year after the commentfirst full Fiscal Year, consideration and approval the Managing Partner shall submit to the Non-Managing Partner a preliminary draft of the Proposed Budget to be submitted by the Managing Partner pursuant to Section 5.2(c) at least one hundred twenty (120) days prior to the start of such annual business plan Fiscal Year and budget. Upon failure a final draft of the Executive Board Proposed Budget to reach agreement and Special Approval of any be submitted business plan and budget, by the Managing Partner pursuant to Section 5.2(c) at least ten (10) Business Plan and Budget for Days prior to the immediately preceding year shall continue and remain in effect until such time as a new Business Plan and Budget it appropriately approved and implemented hereunder. In addition, from time to time, date on which the chief executive officer of Holdings is obligated under Section 5.2(c) of the Company may Holdings Partnership Agreement (taking into account any extensions agreed to by the Holdings Partners) to submit changes, variances, additions or other modifications or updates a proposed annual budget and business plan to the then current Business Plan and Partnership Board of Holdings for the fiscal year of Holdings that corresponds to such Fiscal Year. Such drafts of the Proposed Budget shall be prepared by the Managing Partner in good faith, but the Managing Partner shall have the right to modify such drafts in its discretion in preparing the Proposed Budget to the Executive Board for its consideration and approval. Each Board Member shall provide any comments be submitted by it pursuant to any such proposal to the Company’s chief executive officer and all other Board Members as soon as practicable but not later than twenty (20) days after receipt thereof. Upon timely submission of all comments, the Executive Board shall meet with the Company’s chief executive officer for purposes of reviewing, finalizing and approving or disapproving any such submitted proposals including incorporating therein any related comments deemed appropriate or desirable. Upon approval of any such proposal, or Special Approval if required by Section 5.2.6, the same shall be deemed incorporated within and to constitute a part of the “Business Plan and Budget” for such applicable calendar year for all purposes of this Agreement. Each annual business plan and budget proposed for consideration and implementation as the approved Business Plan and Budget hereunder will contain, among other things: (i) planned commitments for such applicable period of the annual Business Plan and Budget (the “Budget Period”5.2(c), and all such commitments that will extend into subsequent Budget Periods; (ii) planned capital expenditures for the Budget Period and all such and capital expenditures that will extend into subsequent Budget Periods; (iii) profit and loss, balance sheet and cash flow projections (including EBITDA projections) throughout and for such Budget Period; (iv) borrowings planned during such Budget Period; (v) projected financial requirements and results of activities, if any, to be undertaken by the Company during such Budget Period; (vi) detailed revenue and operating expense items for each planned Company Project pending or occurring during such Budget Period; and (vii) any other material information relating to the operating and capital budgets of the Company for such Budget Period as may be reasonably anticipated or requested by a Board Member preparing or reviewing same.