Open Book Basis Sample Clauses

Open Book Basis. All negotiations of Change Orders shall be conducted on an Open Book Basis. Except as required to be disclosed by judicial order or applicable Law, both Parties shall maintain the confidentiality of confidential records obtained or reviewed on an Open Book Basis in connection with such negotiations.
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Open Book Basis. (a) The Generator shall provide the Counterparty and its Representatives with the information contemplated by the definition of Open Book Basis on an Open Book Basis. The Generator acknowledges and agrees that the Counterparty is entering into this Agreement in reliance on the Generator’s covenant to provide such information on an Open Book Basis. The Counterparty acknowledges and agrees that the Generator is agreeing to provide information on an Open Book Basis in reliance on the understanding of the Parties that the Counterparty’s right to “verify” (and variations of such term) set forth in Sections 2.5(b), 3.2(a)(i), 3.2(b), 3.3(a)(ii), 3.3(b), 3.5(b), 9.1(a) and 9.1(b) is a right to review, conduct due diligence and understand such information and the subject matter in respect of which it is provided. Except as otherwise expressly provided herein (including, for greater certainty, Sections 2.4(d), 2.4(e), 2.6(i), 2.6(j), 3.1(b), 3.2(c), 3.5(c) and 4.14), such right does not (i) create a right of approval or consent, or (ii) require the Generator to address any issues raised by the Counterparty in such process. (b) Without limitation of the generality of the foregoing, at any time there is to be the final determination of an Input necessary for a proposed Contract Price Adjustment in accordance with any of the provisions of Article 4 (other than pursuant to Sections 4.8 or 4.10, the verification of which is provided for elsewhere in this Agreement) or Section 15.2, the Generator shall notify the Counterparty and provide all information related to such Input on an Open Book Basis to verify such final Input. The Counterparty will have a reasonable opportunity under the circumstances to conduct due diligence with respect thereto consistent with the principle in Section 3.1(a), which period shall not exceed five (5) Business Days in the case of a publicly available Input such as CPI or WRE or twenty (20) Business Days in the case of Inputs comprising Trades Rates or the Inputs required for Exhibit 4.12, and shall not exceed sixty (60) days in any other case for which a period for verification is not otherwise provided herein. The Counterparty shall notify the Generator within the applicable time period of receiving a final Input as to whether or not it has verified the same. The Counterparty will be deemed to have verified such final Input if it does not respond to the Generator within such time period. If the Counterparty claims that the Generator has made...
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Open Book Basis. DBT shall share with KYTC all data, documents, and information, and shall conduct all discussions and negotiations pertaining to a claimed Relief Event on an Open Book Basis.
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Open Book Basis. Developer shall share with IFA all data, documents and information, and shall conduct all discussions and negotiations, pertaining to a claimed Relief Event on an Open Book Basis.‌
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Related to Open Book Basis

  • Consolidated Total Leverage Ratio Permit the Consolidated Total Leverage Ratio as of the last day of any fiscal quarter ending on or after September 30, 2008 to be greater than 3.5 to 1.0.

  • Net Tangible Assets Purchaser shall have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the closing of the Purchaser Share Redemption.

  • Consolidated Leverage Ratio Permit the Consolidated Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 2.50 to 1.0.

  • Consolidated Net Leverage Ratio Permit the Consolidated Net Leverage Ratio as of the end of any fiscal quarter of the Borrower to be greater than 4.50:1.00.

  • Gross Asset Value The term "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as follows:

  • Consolidated Senior Leverage Ratio As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Senior Leverage Ratio shall not be greater than the ratio set forth below: Fiscal Quarter End Ratio ------------------ ----- December 31, 2000 3.00:1.0 March 31, 2001 3.10:1.0 June 30, 2001 3.10:1.0 September 30, 2001 2.75:1.0 December 31, 2001 and thereafter 2.50:1.0 1.6 Clause (c) of Section 7.9 of the Credit Agreement is amended to read as follows:

  • Consolidated Tangible Net Worth The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.

  • Market Capitalization At the time the Registration Statement was or will be originally declared effective, and at the time the Company’s most recent Annual Report on Form 10-K was filed with the Commission, the Company met or will meet the then applicable requirements for the use of Form S-3 under the Securities Act, including, but not limited to, General Instruction I.B.1

  • Cash Flow Leverage Ratio The Borrower will not permit the Cash Flow Leverage Ratio on the last day of any fiscal quarter to exceed 3.50 to 1.00.

  • Total Indebtedness Create, incur, assume, or suffer to exist, or permit any of its Subsidiaries to create, incur or suffer to exist, any Indebtedness, except: (i) Obligations owing to Agent or any Lender under this Agreement or any of the other Loan Documents; (ii) Indebtedness evidenced by the Subordinated Bonds and the other Subordinated Bond Documents (each as in effect as of the date hereof or as modified in compliance with subsection 8.2.6, subject to clause (xiii) below), so long as such Indebtedness remains subordinated to the Obligations pursuant to the subordination provisions provided for in the Subordinated Bonds; (iii) Indebtedness evidenced by the Secured Bonds and the other Secured Bond Documents, each as in effect as of the date hereof or as modified in compliance with subsection 8.2.6 (subject to clause (xiii) below); (iv) Indebtedness, including without limitation Subordinated Debt and intercompany indebtedness, existing as of the date of this Agreement and listed on Exhibit 8.2.3; (v) Capitalized Lease Obligations and Permitted Purchase Money Indebtedness not to exceed in the aggregate at any time outstanding the greater of (x) $10,000,000 or (y) the amount that is equal to 3% of Tangible Assets (measured at the time of the incurrence of any such Capitalized Lease Obligations or Permitted Purchase Money Indebtedness), in each case less the amount of any refinancing Capitalized Lease Obligations and Permitted Purchase Money Indebtedness outstanding pursuant to clause (xiii) below; provided, that no Indebtedness may be incurred pursuant to this clause (v) in order to finance any part of the purchase price or cost of construction or improvement of the New Mold Line; (vi) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (vii) guaranties of any Indebtedness permitted under this subsection 8.2.3; (viii) Indebtedness in respect of Intercompany Loans; (ix) unsecured Derivative Obligations incurred in the ordinary course of business in respect of the Loans hereunder; (x) [intentionally omitted]; (xi) Indebtedness incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds and other similar obligations not to exceed $2,000,000 in the aggregate at any time outstanding; (xii) Indebtedness not included in paragraphs (i) through (xi) above which does not exceed at any time, in the aggregate, $15,000,000; (xiii) subject to the limitations set forth in subsection 8.2.6, refinancings of any Indebtedness permitted under the foregoing clauses (i) through (xii) of this subsection 8.2.3, so long as (a) such refinancing Indebtedness has a maximum principal amount not in excess of the sum of the principal amount of, and accrued interest in respect of, the Indebtedness being refinanced at the time of refinancing, plus reasonable direct expenses of such refinancing, (b) the refinancing Indebtedness is secured only by Liens on assets, if any, that secured the Indebtedness being refinanced, (c) the average weighted average life to maturity of the refinancing Indebtedness is not shorter than that of the Indebtedness being refinanced, (d) the refinancing Indebtedness has terms that are not more adverse in any material respect to Agent, Lenders or the applicable Borrower or Subsidiary of a Borrower than the Indebtedness being refinanced (it being understood that the foregoing restriction shall not prohibit refinancing Indebtedness from having (1) a term that is longer, or that ends later, than the term of the Indebtedness being refinanced or (2) a then current market rate of interest that is not more than 200 basis points higher than the interest rate applicable to the Indebtedness being refinanced), (e) if such Indebtedness being refinanced is Subordinated Debt, any such refinancing Indebtedness includes subordination terms that are at least as beneficial to Agent and Lenders as the subordination terms associated with such Subordinated Debt being refinanced, (f) if any of the Liens securing such Indebtedness being refinanced are subordinated to the Liens securing the Obligations, the Liens securing any such refinancing Indebtedness are subordinated to the Liens securing the Obligations pursuant to terms that are at least as beneficial to Agent and Lenders as the terms associated with the Liens securing such Indebtedness being refinanced and (g) if such Indebtedness being refinanced is the Indebtedness evidenced by the Secured Bonds, any such refinancing Indebtedness shall be subject to an intercreditor agreement that is at least as beneficial to Agent and Lenders as the terms of the Secured Bond Intercreditor Agreement; and (xiv) Indebtedness incurred where (a) average Availability (as determined by Agent in its reasonable credit judgment) for the thirty (30) day period ending on the date of any such incurrence of Indebtedness (giving effect to such incurrence of Indebtedness and the consummation of any transactions occurring in connection therewith for each day in such thirty (30) day period) is not less than $25,000,000 and (b) actual Availability (as determined by Agent in its reasonable credit judgment) on the date of any such incurrence of Indebtedness, after giving effect to such incurrence of Indebtedness and the consummation of any transactions occurring in connection therewith, is not less than $25,000,000.

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