Base Case Financial Model Updates Sample Clauses
The 'Base Case Financial Model Updates' clause defines the process and requirements for updating the financial model that serves as the reference point for a project's financial projections and performance metrics. Typically, this clause outlines when and how the base case model should be revised, such as after significant changes in project scope, costs, or regulatory requirements, and may specify the parties responsible for proposing and approving updates. Its core practical function is to ensure that all stakeholders operate with an up-to-date and accurate financial model, thereby maintaining transparency and supporting informed decision-making throughout the project's lifecycle.
Base Case Financial Model Updates.
(a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model update (“Base Case Financial Model Update”) be changed except with the prior written approval of both the Department and the Developer. The Developer will furnish to the Department any password or other access rights for the Base Case Financial Model Update.
(b) Upon the occurrence of the following events, the Developer will provide to the Department a proposed Base Case Financial Model Update which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:
(i) upon submission of a notice of a Refinancing under Section 7.08;
(ii) within 60 Days after the delivery of a Delay Event Notice that extends the Project Completion Date;
(iii) within 60 Days after the delivery of a Compensation Event Notice;
(iv) within 60 Days after the delivery of a notice of a Net Cost Savings or positive Net Revenue Impact under Section 14.04;
(v) within 60 Days after the Developer notifies the Department that it proposes to undertake a Developer Project Enhancement; and
(vi) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues.
(c) Any proposed Base Case Financial Model Update will become the Base Case Financial Model Update following its approval by the Department in accordance with Section 6.02(a).
(d) Within 150 Days following the end of each fiscal year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited fiscal year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the Financial Model Formulas.
Base Case Financial Model Updates. (a) Other than in accordance with the terms of this Agreement, in no event will the Base Case Financial Model or any Base Case Financial Model Update be changed, except with the prior written approval of both the Department and the Concessionaire. Further, the Concessionaire will not cause (or permit any other Person to cause) the Base Case Financial Model Update to contain any hidden data. The Concessionaire will furnish to the Department any password or other access rights for the Base Case Financial Model Update.
(b) Upon the occurrence of the following events, the Concessionaire will provide to the Department a proposed Base Case Financial Model Update, which will (except as otherwise agreed by the parties) include new projections and calculations, which will set forth the impact of the event:
(i) upon submission of a notice of a Refinancing under Section 7.05(a);
(ii) within 60 Days after the determination of a Delay Event that extends any Design-Build Work Deadline or extends the Term;
(iii) within 60 Days after the determination of Concessionaire Damages due to occurrence of a Compensation Event; and
(iv) within 60 Days after the parties agree that any amendments to this Agreement have had or will have a material effect on future costs or Gross Revenues. EXECUTION VERSION – DECEMBER 5, 2011
(c) Within 120 Days following the end of each calendar year, the most recent undisputed Base Case Financial Model Update (or, if there has been no undisputed Base Case Financial Model Update, the Base Case Financial Model) will be updated to reflect audited historical cash flows for the most recently audited calendar year; provided, however, such Base Case Financial Model Update will not: (i) include changes in Financial Model Formulas, (ii) include changes in forecast cash flows or (iii) allow such historical information to flow through the Financial Model Formulas.
Base Case Financial Model Updates. (a) [Not used]
(b) Upon the occurrence of the following events, at the Concessionaire’s request, the DB Contractor will cooperate with the Concessionaire and provide such information applicable to the DB Work and within its possession and control that may be required for the Concessionaire to satisfy its obligations to the Department under Section 6.02 of the CA:
(i) [not used]
(ii) if a Delay Event occurs, the DB Contractor will provide such information to the Concessionaire within 45 Days after the determination of a Delay Event that extends any Design-Build Work Deadline under the CA;
(iii) if a Compensation Event occurs, the DB Contractor will provide such information to the Concessionaire within 45 Days after the determination of Concessionaire Damages under the CA due to occurrence of such Compensation Event; and
(iv) if the Department and the Concessionaire agree under the CA that any amendments to the CA have had or will have a material effect on future costs or Gross Revenues, the DB Contractor will provide such information to the Concessionaire within 45 Days after such agreement by the Department and the Concessionaire.
(c) [Not used] Section 6.03. Not Used. Section 6.04. Not Used.
Base Case Financial Model Updates. (a) A duplicate of the Initial Base Case Financial Model is attached as Exhibit B-6. The Initial Base Case Financial Model is subject to revision with the Department’s prior written consent, only to reflect any outcomes of any audit undertaken prior to Financial Close; provided, that in no event shall the outcomes of such model audit result in an increase in the Maximum PVR. The Initial Base Case Financial Model shall serve as the first Base Case Financial Model under this Agreement.
(b) The Concessionaire shall also provide to the Department a Base Case Financial Model Update only in the following events:
(i) upon Financial Close in accordance with Section 7.02 and reflecting the actual debt structure and Initial Financing Agreements entered into at that time;
(ii) upon completion of a Refinancing undertaken in accordance with Section
(iii) within 60 days after the determination of Concessionaire Damages due to occurrence of a Compensation Event;
(iv) within 60 days after the determination of a Positive Net Revenue Impact or Net Cost Saving under Section 14.04 due to occurrence of a Compensation Event or Nonconforming Work;
(v) within 60 days after the granting of a Force Majeure Extension pursuant to Section 13.02; and
(vi) within 60 days after the parties agree that amendments to this Agreement or the other Project Agreements (including Department Changes during the Work Period pursuant to Section 8.10) have a material effect on future costs or Gross Revenues.
(c) The Department shall have the right to dispute any Base Case Financial Model Update. To the extent that the Concessionaire and Department cannot agree on the changes within 90 days of the Concessionaire delivering the Base Case Financial Model Update to the Department, the disagreement will be resolved in accordance with the dispute procedures of Section 22.01.
(d) In the event of a dispute, the Base Case Financial Model then in effect shall remain in effect pending resolution of the dispute or until a new Base Case Financial Model is issued and not disputed. If a Base Case Financial Model Update has not been challenged, or if any such challenge has been so resolved, the Base Case Financial Model Update shall serve as the current Base Case Financial Model and shall be submitted to the Escrow Agent in accordance with Section 19.05(n).
(e) In no event shall the Financial Model Formulas used in the Base Case Financial Model be changed except with the prior written approval of both the Department ...