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
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).)
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.
