Notice and Determination. To bind the Sellers by all notices received, by all agreements and determinations made, and by all agreements, instruments and other documents executed and delivered by the Sellers' Representative under the Transaction Documents; and

Notice and Determination. Seller shall provide Buyer with written notice of any intended Disposition as soon as practicable, but not less than thirty (30) Days before closing a Disposition. In its notice to Buyer, Seller shall provide Buyer with a listing of the affected Delivery Point(s) and the quantities of such Committed Gas estimated in good faith to be producible from the properties to be subject to the Disposition. Seller will endeavor to introduce Buyer to the proposed acquirer regarding the marketing of Disposition Gas after the execution and delivery of a definitive agreement between the acquirer and the Seller. Seller shall also provide Buyer with such additional information regarding such Disposition as Buyer may reasonably request under the circumstances, but only if such information is material to determining the existence of Restricted Gas pursuant to Section 9.2. Upon receipt of the information necessary to make its determination pursuant to Section 9.2, Buyer shall immediately begin considering whether any of the Committed Gas subject to such contemplated Disposition shall be Restricted Gas (as defined in Section 9.2), the existence of which shall be determined in accordance with Section 9.

Notice and Determination. Seller shall provide Buyer with written notice of any intended Disposition as soon as practicable, but not less than forty (40) Days before closing a Disposition. In its notice to Buyer, Seller shall provide Buyer with a listing of the affected Delivery Point(s) and the quantities of such Committed Gas estimated in good faith to be producible from the properties to be subject to the Disposition. Seller shall also provide Buyer with such additional information regarding such Disposition as Buyer may reasonably request under the circumstances, but only if such information is material to Buyer's determination pursuant to Section 9.2(b) regarding its ability to satisfy its obligations to sell Gas to third parties. Upon receipt of the information necessary to make its determination pursuant to Section 9.2, Buyer shall immediately begin considering whether any of the Committed Gas subject to such contemplated Disposition shall be Restricted Gas (as defined in Section 9.2). Buyer shall make its determination regarding such Committed Gas in accordance with and subject to the terms of Section 9.2, not later than thirty (30) Days following receipt of a notice from Seller complying with the requirements of the second grammatical sentence of this Section 3.3(b). Such determination shall be in writing, shall be delivered to Seller within such 30- Day period, and shall either indicate that (i) such Committed Gas shall be sold, traded, exchanged or otherwise transferred free and clear of the requirements of this Agreement, or (ii) all or a portion of such Committed Gas shall be Restricted Gas, and set forth the information required pursuant to the second grammatical sentence of Section 3.3(b). Buyer's failure to respond within such period shall be deemed, for purposes of Section 9.2, an acknowledgement that none of the Disposition Gas is Restricted Gas, an all of the Committed Gas, subject to the proposed Disposition, shall be released from the terms of this Agreement in accordance with and subject to the terms of Section 9.2. THE CONSEQUENCES DESCRIBED IN THE PRECEDING GRAMMATICAL SENTENCE SHALL BE SELLER'S SOLE AND EXCLUSIVE REMEDY FOR BUYER'S FAILURE TO NOTIFY SELLER, IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT, OF BUYER'S DETERMINATION REGARDING THE EXISTENCE OF RESTRICTED GAS (IF ANY) IN CONNECTION WITH A DISPOSITION, AND ALL

Notice and Determination. (1) With- in 15 days of receiving a report of al- leged noncompliance from the auditor, the CFAO shall— (i) Notify the auditor that the CFAO disagrees with the alleged noncompli- ance; or (ii) Issue a notice of potential non- compliance to the contractor and pro- vide a copy to the auditor. (2) The notice of potential non- compliance shall— (i) Notify the contractor in writing of the exact nature of the noncompliance; and (ii) Allow the contractor 60 days or other mutually agreeable date to— (A) Agree or submit reasons why the contractor considers the existing prac- tices to be in compliance; and (B) Submit rationale to support any written statement that the cost impact of the noncompliance is immaterial. (3) The CFAO shall— (i) If applicable, review the reasons why the contractor considers the exist- ing practices to be compliant or the cost impact to be immaterial; (ii) Make a determination of compli- ance or noncompliance consistent with 1.704; and (iii) Notify the contractor and the auditor in writing of the determination of compliance or noncompliance and the basis for the determination. (4) If the CFAO makes a determina- tion of noncompliance, the CFAO shall follow the procedures in paragraphs (c) through (h) of this section, as appro- priate, unless the CFAO also deter- mines the cost impact is immaterial. If immaterial, the CFAO shall— (i) Inform the contractor in writing that— (A) The noncompliance should be cor- rected; and (B) If the noncompliance is not cor- rected, the Government reserves the right to make appropriate contract ad- justments should the noncompliance become material in the future; and (ii) Conclude the cost-impact process with no contract adjustments.

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Calculations and Determinations The Calculation Agent shall in respect of each Series of Notes in relation to which it is appointed as such:
Accounting Terms and Determination Unless otherwise defined or specified herein, all accounting terms used herein shall be interpreted, all accounting determinations hereunder shall be made, and all financial statements required to be delivered hereunder shall be prepared, in accordance with GAAP as in effect from time to time, applied on a basis consistent with the most recent audited consolidated financial statement of the Borrower delivered pursuant to Section 5.1(a); provided, that (a) obligations relating to a lease that were (or would be) classified and accounted for by Borrower and its Restricted Subsidiaries as an operating lease under GAAP as in effect on the Closing Date shall continue to be classified and accounted for as obligations relating to an operating lease and not as a capitalized lease notwithstanding Accounting Standards Codification 840 or Accounting Standards Codification 842 or any implementation thereof, and (b) if the Borrower notifies the Administrative Agent that the Borrower wishes to amend the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the First Lien Net Leverage Ratio to eliminate the effect of any change in GAAP occurring after the Closing Date on the operation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the First Lien Net Leverage Ratio, as applicable (or if the Administrative Agent notifies the Borrower that the Required Lenders wish to amend the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio or the First Lien Net Leverage Ratio for such purpose), then the Borrower’s calculation of the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and/or compliance with the Financial Covenant, as applicable, shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective, until either such notice is withdrawn or the Total Net Leverage Ratio, the Senior Secured Net Leverage Ratio, the First Lien Net Leverage Ratio and/or the Financial Covenant, as applicable, is amended in a manner satisfactory to the Borrower and the Required Lenders. Notwithstanding any other provision contained herein, (i) all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts and ratios referred to herein shall be made, without giving effect to any election under FASB ASC 825 (or any other Financial Accounting Standard having a similar result or effect) to value any Indebtedness or other liabilities of the Borrower or any Restricted Subsidiary at “fair value”, as defined therein and (ii) there shall be excluded from any financial calculations hereunder or under any other Loan Document the Consolidated EBITDA, Consolidated Net Income, Cash and other assets of any Unrestricted Subsidiary, except to the extent actually distributed to the Borrower or any of its Restricted Subsidiaries by dividend or other distribution prior to such calculation.
Accounting Terms and Determinations Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared, in accordance with GAAP.
Accounting Terms and Determinations; GAAP Unless otherwise specified herein, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters hereunder shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Administrative Agent or the Lenders hereunder shall be prepared, in accordance with GAAP, applied on a basis consistent with the Financial Statements except for changes in which Borrower’s independent certified public accountants concur and which are disclosed to Administrative Agent on the next date on which financial statements are required to be delivered to the Lenders pursuant to Section 8.01(a); provided that, unless the Borrower and the Majority Lenders shall otherwise agree in writing, no such change shall modify or affect the manner in which compliance with the covenants contained herein is computed such that all such computations shall be conducted utilizing financial information presented consistently with prior periods.
Opinions and Determinations Where the terms of this Contract provide for action to be based upon opinion, judgment, approval, review, or determination of either party hereto, such terms are not intended to be and shall never be construed as permitting such opinion, judgment, approval, review, or determination to be arbitrary, capricious, or unreasonable.
Board Determination The Board of Directors of Pubco has unanimously determined that the terms of the Exchange are fair to and in the best interests of Pubco and its shareholders.
Certificates and determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
Notification and Determination of Additional Costs Each of the Administrative Agent and each Lender and each Participant (through its participating Lender), as the case may be, agrees to notify the Borrower of any event occurring after the Agreement Date entitling the Administrative Agent or such Lender or such Participant to compensation under any of the preceding subsections of this Section as promptly as practicable; provided, however, the failure of the Administrative Agent or any Lender or any Participant (through its participating Lender) to give such notice shall not release the Borrower from any of their obligations hereunder. Notwithstanding the foregoing, the Borrower shall not be required to compensate the Administrative Agent, any Lender or any Participant pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six months prior to the date that the Administrative Agent or such Lender or such Participant (through its participating Lender) notifies the Borrower of the Regulatory Change giving rise to such increases costs or reductions and of the Administrative Agent’s or such Lender’s or such Participant’s intention to claim compensation therefor (except that, if the Regulatory Change giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof). The Administrative Agent or such Lender or such Participant (through its participating Lender) agrees to furnish to the Borrower (and in the case of a Lender or a Participant, to the Administrative Agent) a certificate setting forth in reasonable detail the basis and amount of each request by the Administrative Agent or such Lender for compensation under this Section. Absent manifest error, determinations by the Administrative Agent or any Lender or any Participant of the effect of any Regulatory Change shall be conclusive, provided that such determinations are made on a reasonable basis and in good faith.
Notices; Standards for Decisions and Determinations The Administrative Agent will promptly notify the Borrower and the Lenders of (A) the implementation of any Benchmark Replacement and (B) the effectiveness of any Conforming Changes. For the avoidance of doubt, any notice required to be delivered by the Administrative Agent as set forth in this Section 12.01(c) may be provided, at the option of the Administrative Agent (in its sole discretion), in one or more notices and may be delivered together with, or as part of any amendment which implements any Benchmark Replacement or Conforming Changes. Any determination, decision or election that may be made by the Administrative Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Section 12.01(c), including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action, will be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party hereto, except, in each case, as expressly required pursuant to this Section 12.01(c).
Notice and Demand Any notice, demand or other communication which by any provision of this Trust Agreement is required or permitted to be given or served to or upon any Securityholder or the Depositor may be given or served in writing by deposit thereof, first-class postage prepaid, in the United States mail, hand delivery or facsimile transmission, in each case, addressed, (i) in the case of a Capital Securityholder, to such Capital Securityholder as such Securityholder's name and address appear on the Securities Register and (ii) in the case of the Common Securityholder or the Depositor, to Gulf Power Company, 500 Bayfront Parkway, Pensacola, Florida 32501, Attention: Treasurxx, Xxxxxxxxx Xx. (000) 000-____, xxxx x xxxx to Southern Company Services, Inc., 270 Peachtree Street, N.W., Suite 2000, Atlanta, Georgia 30303, Xxxxxxxxx: Xxxxxxxxx Xxxxxxx Xxxxxxxxxx, Xxxxxxxxx Xx. (000) 000-0674. Such notice, demand or other communication to or upox x Xxxxxxxxxxlder shall be deemed to have been sufficiently given or made, for all purposes, upon hand delivery, mailing or transmission. (i) with respect to the Property Trustee and the Delaware Trustee, The Chase Manhattan Bank, 450 West 33rd Street, New York, New York, 10001, Attention: Corporxxx Xxxxxxx Xxxxxxxxxxxxxx Xxxxxxxxxx; Xxxxx Manhattan Bank Delaware, 1201 Market Street, Wilmington, Delaware 19801, Attention: Corporxxx Xxxxx Xxxxxxxxxx, xx xxx xxxx xxx xx; xxx (ii) with respect to the Administrative Trustees, to them at the address above for notices to the Depositor, marked Attention: Administrative Trustees of Gulf Power Capital Trust I c/o Treasurer. Such notice, demand or other communication to or upon the Trust or the Trustees shall be deemed to have been sufficiently given or made only upon actual receipt of the writing by the applicable Trustee.

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