Agreed Model definition
Examples of Agreed Model in a sentence
Cancellation and Payment (Agreed Model); provided that the Calculation Agent shall determine such amount in accordance with the method of calculation in Section 12.7(b)(i) of the Equity Definitions as if (i) the Transaction were an Option Transaction and (ii) the "Expiration Date" was the Termination Date.
In the event that, pursuant to the immediately preceding sentence, the Operating Budget is not approved by Ormat (which approval shall not be unreasonably withheld or delayed), 110% of the relevant costs set forth in the Agreed Model for such year shall apply until the Operating Budget for the then current fiscal year is approved.
Notwithstanding anything to the contrary in this Section 4.11, the Parties acknowledge and agree that the Parties are relying on the Agreed Model and the assumptions specified for purposes of the purchase price adjustments set forth in Article II.
Newco shall consult with Vornado in good faith to determine the desirability of requesting a private letter ruling from the IRS regarding the treatment, for purposes of Section 355(e) of the Code, of the Specified Acquisitions, and the Parties shall modify the Agreed Model to reflect any such ruling.
For the avoidance of doubt, Newco remains liable for transactions that result in violations of its obligations under Section 7.1 or Section 7.2 of the Agreement, even if such transactions do not cause the Assumed 355(e) Percentage to exceed 46% in the Agreed Model; moreover, nothing in this Letter Agreement is intended to prohibit Newco from undertaking any transaction otherwise permissible under the Agreement (subject to any notice requirements or other restrictions set forth in the Agreement).
The parties acknowledge and agree that the effect of any Agreed Model Exclusion shall not be used, directly or indirectly, to demonstrate or support the breach of or inaccuracy in any representation or warranty set forth in Section 5.30(a).
The costs and expenses related to obtaining each Buyer Tax Insurance Policy, including the total premium, underwriting costs, Taxes, brokerage commissions, costs of any opinion of counsel delivered in connection therewith and other fees and expenses of a Buyer Tax Insurance Policy for the avoidance of doubt shall be borne by the Seller in the Agreed Model, as updated in accordance with the Model Update Procedures.
Notwithstanding anything to the contrary in this Section 4.10, the Parties acknowledge and agree that the Parties are relying on the Agreed Model and the assumptions specified therein for purposes of the purchase price adjustments set forth in Article II.
No later than October 31, 2018, January 31, 2019, April 30, 2019, and June 30, 2019, Newco shall deliver to Vornado an updated draft version of the Agreed Model, consult with Vornado in good faith regarding such draft, and incorporate in good faith any comments made by Vornado with respect to such draft.
The amount to be paid by Buyer to the Seller for the Holding Company Interests is dependent upon the Agreed Model (as adjusted in accordance with this Agreement).