Pro Forma Budget Sample Clauses

Pro Forma Budget. (A) As soon as available and in any event not later than December 15 of each calendar year beginning with the year in which Construction is completed, Developer shall provide Authority, for the Executive Director’s approval, with a detailed projection of Operating Income and budgets of estimated Operating Expenses for the immediately succeeding calendar year (the “Pro Forma Budget”) and a detailed Cash Flow projection for the next succeeding year. Developer shall also submit to Authority on request additional detail, information and assumptions used in the preparation of the Pro Forma Budget. (B) Within fifteen (15) days following its receipt of the Pro Forma Budget, Authority shall deliver to Developer its written approval or disapproval thereto, which approval shall not be unreasonably withheld. If Authority disapproves the Pro Forma Budget, it shall set forth its reasons with reasonable specificity. If Authority fails to indicate either its approval or disapproval of the Pro Forma Budget within such period, then Authority shall be deemed to have approved the Pro Forma Budget as submitted by Developer. (C) Once the Pro Forma Budget is approved or deemed approved by Authority, such approved Pro Forma Budget shall become the “Approved Budget” for the entire applicable calendar year. Developer shall use commercially reasonable efforts to operate the Property during such calendar year within the Approved Budget; provided, however, that the Developer shall not be required to obtain the approval of Authority for any deviation from the Approved Budget so long as the total Operating Expenses and expenditures for Capital Improvements paid or incurred during such calendar year do not exceed the originally budgeted amount thereof in the Approved Budget by more than five percent (5%) in the aggregate. To the extent required hereunder, any request by Developer to deviate from the Approved Budget shall be submitted to Authority in writing with an explanation thereof and shall be accompanied by supporting information for the request. Authority shall reasonably respond to any such request within fifteen (15) days of the receipt of same and if Authority fails to do so, such request shall be deemed to be approved;
Sample 1
AutoNDA by SimpleDocs
Pro Forma Budget. 31 2.1.11 Ownership of Property; Liens ....................... 31 2.1.12 Intellectual Property ............................... 32 2.1.13 Subsidiaries ........................................ 32 2.1.14 Burdensome Restrictions ............................. 32 2.1.15 Additional Adverse Facts ............................ 33 2.1.16 Labour Matters ...................................... 33 2.1.17 Taxes ............................................... 33 2.1.18 Canadian Benefit and Pension Plans .................. 33 2.1.19 ERISA ............................................... 34 2.1.20 Accuracy of Information ............................. 34 2.1.21 No Omissions ........................................ 35 2.1.22
Sample 1
Pro Forma Budget. From time to time, after the date of this Agreement, BPLP and the Owner shall cooperate diligently, reasonably and in good faith to prepare a pro-forma development, construction and operational budget with respect to each Development Property (and all Development Properties taken as a whole), such budgets to be substantially in the form of Exhibit 2.1(c) (each, a “Pro Forma Budget”) (and, from time to time update such budget(s) as reasonably deemed appropriate by BPLP and the Owner). Each such Pro Forma Budget shall include BPLP’s and the Owner’s reasonable good faith estimate of all Development Costs, and any other costs and expenses of any kind or nature, expected to be incurred by or on behalf of the applicable Ownership Entity in connection with the development and construction of the applicable Development Property, as well as all revenues of any kind or nature expected to be received by or on behalf of the applicable Ownership Entity in connection with the applicable Development Property. BPLP and the Owner shall attempt, in good faith, to provide amounts of each line item contained in the Pro Forma Budget which reflect market based expectations for anticipated costs, expenses and revenues from and in connection with such development and construction. (The form of Pro Forma Budget may be modified so that its format is substantially identical to a standard pro forma budget to be developed by Boston Properties, provided that such standard form is substantially similar to the form attached hereto or is approved by the Owner, such approval not to be unreasonably withheld, delayed or conditioned. No formal amendment to this Agreement shall be required to add such revised Pro Forma Budget; the parties shall execute a letter acknowledging and agreeing upon the revised form, which shall be attached hereto as Exhibit 2.1(c)(A) and shall replace Exhibit 2.1(c).)
Sample 1

Related to Pro Forma Budget

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank's suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary's recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma Basis Notwithstanding anything to the contrary contained herein, financial ratios and tests (including the Consolidated Leverage Ratio, the Consolidated Senior Secured Leverage Ratio and the Consolidated Interest Coverage Ratio) pursuant to this Agreement shall be calculated in the manner prescribed by this Section 1.3. (a) In the event that the Borrower or any of its Subsidiaries incurs, assumes, guarantees, redeems, repays, repurchases, retires or extinguishes any Indebtedness (other than Indebtedness incurred or repaid under any revolving credit facility unless such Indebtedness has been permanently repaid and has not been replaced) subsequent to the end of the Test Period for which such financial ratio or test is being calculated but prior to or simultaneously with the event for which such calculation is being made, then such financial ratio or test shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, repurchase, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period (except in the case of the Consolidated Interest Coverage Ratio (or similar ratio), as if the same had occurred on the first day of the applicable Test Period). (b) For purposes of calculating any financial ratio or test, Specified Transactions that have been made by the Borrower or any of its Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which such calculation is being made shall be given pro forma effect assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Subsidiary of the Borrower or was merged, amalgamated or consolidated with or into the Borrower or any of its Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section 1.3, then any applicable financial ratio or test shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (c) Whenever pro forma effect is to be given to a Specified Transaction or the Transactions, the pro forma calculations shall be made in good faith by a Responsible Officer (including the “run-rate” cost savings and synergies resulting from such Specified Transactions that have been or are expected to be realized (“run-rate” means the full recurring benefit for a period that is associated with any action taken (including any savings expected to result from the elimination of a public target’s compliance costs with public company requirements), net of the amount of actual benefits realized during such period from such actions; provided that with respect to the Transactions or to any Specified Transaction, such cost savings or synergies for any period shall not exceed 10% of Consolidated EBITDA (after giving effect to such Transaction or Specified Transaction, but prior to giving effect to such adjustments in respect of such cost savings or synergies) for such period); provided that (i) such amounts are projected by the Borrower in good faith to result from actions taken within 12 months after the end of such Test Period in which such Specified Transaction occurred (or, in the case of the Transactions, the 12 months after the Closing Date) and (ii) no amounts shall be added pursuant to this clause (c) to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA for such Test Period. (d) If any Indebtedness bears a floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the rate in effect on the date of the event for which the calculation of the Consolidated Interest Coverage Ratio is made had been the applicable rate for the entire period (taking into account any interest hedging arrangements applicable to such Indebtedness). Interest on Indebtedness that may optionally be determined at an interest rate based upon a factor of a prime or similar rate, a Eurocurrency interbank offered rate, or other rate, shall be determined to have been based upon the rate actually chosen, or if none, then based upon such optional rate chosen as the Borrower may designate. (e) Notwithstanding the foregoing, when calculating the Consolidated Interest Coverage Ratio and Consolidated Leverage Ratio for the purposes of Section 6.1, the events described in Sections 1.3(b), (c) and (d) above that occurred subsequent to the end of the applicable Test Period shall not be given pro forma effect.

  • Pro Forma Compliance Compliance with the financial covenants set forth in clauses (a) and (b) above shall always be calculated on a Pro Forma Basis.

  • Pro Forma The Pro Forma delivered on the date hereof and attached hereto as Disclosure Schedule 3.4(b) was prepared by Borrower giving pro forma effect to the Related Transactions, was based on the unaudited balance sheet of Borrower dated August 31, 2003, and was prepared in accordance with GAAP, with only such adjustments thereto as would be required in accordance with GAAP.

  • Pro Forma Calculations (a) Notwithstanding anything to the contrary herein, the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated in the manner prescribed by this Section. (b) In the event that the Parent Borrower or any Restricted Subsidiary incurs, assumes, guarantees, redeems, repays, retires or extinguishes any Indebtedness included in the definitions of Consolidated Secured Debt or Consolidated Total Debt, as the case may be (in each case, other than Indebtedness incurred or repaid under any revolving credit facility in the ordinary course of business for working capital purposes), subsequent to the end of the Test Period for which the Secured Leverage Ratio and the Total Leverage Ratio, as the case may be, is being calculated but prior to or simultaneously with the event for which the calculation of any such ratio is made, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee, redemption, repayment, retirement or extinguishment of Indebtedness, as if the same had occurred on the last day of the applicable Test Period. (c) For purposes of calculating the Secured Leverage Ratio and the Total Leverage Ratio, Specified Transactions that have been made by the Parent Borrower or any of its Restricted Subsidiaries during the applicable Test Period or subsequent to such Test Period and prior to or simultaneously with the event for which the calculation of any such ratio is made shall be calculated on a pro forma basis assuming that all such Specified Transactions (and the change in Consolidated EBITDA resulting therefrom) had occurred on the first day of the applicable Test Period. If since the beginning of any such Test Period any Person that subsequently became a Restricted Subsidiary or was merged, amalgamated or consolidated with or into the Parent Borrower or any of its Restricted Subsidiaries since the beginning of such Test Period shall have made any Specified Transaction that would have required adjustment pursuant to this Section, then the Secured Leverage Ratio and the Total Leverage Ratio shall be calculated giving pro forma effect thereto for such period as if such Specified Transaction occurred at the beginning of the applicable Test Period. (d) Notwithstanding the foregoing, when calculating the Secured Leverage Ratio and Total Leverage Ratio for purposes of determining compliance with Section 7.14 at the end of a Test Period (excluding determinations of compliance with such Section on a pro forma basis pursuant to Sections 2.05(b)(ii), 2.14, 6.14 and 7.04), the definition of “Applicable Rate” and Sections 2.05(b)(i) and 2.05(b)(ii), the events described in Sections 1.10(b) and 1.10(c) above that occurred subsequent to the end of the Test Period shall not be given pro forma effect. (e) Whenever pro forma effect is to be given to a Specified Transaction (other than the Transactions), the pro forma calculations shall be made in good faith by a responsible financial or accounting officer of the Parent Borrower (and may include, for the avoidance of doubt, cost savings, operating expense reductions and synergies resulting from such Specified Transaction (other than the Transactions) which is being given pro forma effect that have been or are expected to be realized and shall be certified in an officers’ certificate by such responsible financial or accounting officer delivered to the Administrative Agent); provided that (A) such amounts are reasonably identifiable and factually supportable, (B) actions to realize such amounts are taken within 12 months after the date of such Specified Transaction, (C) no amounts shall be added pursuant to this clause to the extent duplicative of any amounts that are otherwise added back in computing Consolidated EBITDA with respect to such period. Notwithstanding the foregoing, calculations of the Total Leverage Ratio for purposes of the definition of “Applicable Rate” and Section 2.05(b)(i) and 2.05(b)(ii) shall not include any cost savings, operating expense reductions or synergies that have not been actually realized.

  • Pro Forma Adjustments In connection with an acquisition of a Project, a Property, or a portfolio of Projects or Properties, by any of the Consolidated Businesses or any Minority Holding (whether such acquisition is direct or through the acquisition of a Person which owns such Property), the financial covenants contained in this Agreement shall be calculated as follows on a pro forma basis (with respect to the pro rata share of the Borrower in the case of an acquisition by a Minority Holding), which pro forma calculation shall be effective until the last day of the sixth fiscal quarter following such acquisition (or such earlier test period, as applicable), at which time actual performance shall be utilized for such calculations.

  • Pro Forma Treatment Each Disposition of all or substantially all of a line of business, and each Acquisition, by the Borrower and its Subsidiaries that is consummated during any Measurement Period shall, for purposes of determining compliance with the financial covenants set forth in Section 7.11 and for purposes of determining the Applicable Rate, be given Pro Forma Effect as of the first day of such Measurement Period.

  • Variances From Operating Budget Furnish Agent, concurrently with the delivery of the financial statements referred to in Section 9.7 and each monthly report, a written report summarizing all material variances from budgets submitted by Borrowers pursuant to Section 9.12 and a discussion and analysis by management with respect to such variances.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!