Upside Sharing Amount Certification Sample Clauses

Upside Sharing Amount Certification. (a) For each Project, commencing with the first (1st) Fiscal Year after the Fiscal Year in which the Breakeven Date occurs, within ten (10) Business Days of the Recipient’s delivery of its Financial Statements for each Fiscal Year pursuant to Annex F (Reporting Covenants), the Recipient shall deliver to the Department a written certification of the Upside Sharing Amount by a Financial Officer of the Recipient prepared in accordance with the Applicable Accounting Requirements (i.e., Carve-Out Financials basis of presentation) for such Relevant Period for such Project (an “Upside Sharing Amount Certification”). (b) In connection with the Recipient’s obligation to deliver a calculation of the Upside Sharing Amount pursuant to the Upside Sharing Amount Certification, the Recipient shall deliver financial information as required by the Department supporting the Upside Sharing Amount calculation prepared on the basis of the Actual Unlevered Free Cash Flow of such Project and in a manner consistent with Applicable Accounting Requirements (such financial information the “Carve-Out Financials”), accompanied by the Upside Sharing Amount Report from the Recipient’s Accountant’s with respect to the calculation of the Upside Sharing Amount and the Carve-Out Financials. (c) [***].