Base Case Financial Model Clause Samples
The Base Case Financial Model clause defines the agreed-upon financial projections and assumptions that serve as the reference point for a project or transaction. This model typically includes detailed forecasts of revenues, costs, cash flows, and other key financial metrics, and is used to assess the viability and performance of the project. By establishing a common financial baseline, the clause ensures all parties have a clear and consistent framework for monitoring progress, evaluating changes, and making decisions, thereby reducing the risk of disputes over financial expectations.
POPULAR SAMPLE Copied 2 times
Base Case Financial Model. The Department shall have received a Base Case Financial Model, accompanied by an Officer’s Certificate from the chief financial officer of the Sponsor Guarantor substantially in the form of Exhibit A-2 (Form of Sponsor Guarantor Award Date Certificate), confirming that such Base Case Financial Model:
(a) is complete and was based upon assumptions believed by the Recipient Parties to be reasonable at the time delivered;
(b) is consistent with the provisions of the applicable Project Documents entered into on or prior to the date of this Agreement; and
(c) has been prepared in good faith and with due care.
Base Case Financial Model. Section 6.01 Initial Base Case Financial Model and Base Case Financial Model
(a) The Developer and the Department agree to the composition of the Initial Base Case Financial Model as of the Agreement Date, which is included in the Escrow Documents and which will be deposited with the Escrow Agent as described in Section 18.05.
(b) The Initial Base Case Financial Model will be updated upon Financial Close in accordance with Section 7.06 and will become the Base Case Financial Model. The Base Case Financial Model may be updated, following agreement between the parties, for any event applicable under Section 6.02(b).
(c) The Developer will not cause (or permit any other Person to cause) the Initial Base Case Financial Model or the Base Case Financial Model to contain any hidden data. The Developer will furnish to the Department any password or other access rights for each of the Initial Base Case Financial Model or the Base Case Financial Model.
Section 6.02 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 w...
Base Case Financial Model receipt of a Base Case Financial Model of the Obligors demonstrating compliance with:
(i) Maximum leverage of 60:40 debt:equity at Financial Close;
(ii) Financial Covenants calculated as at Financial Close (post Acquisition).
Base Case Financial Model. A copy of the Base Case Financial Model.
Base Case Financial Model. Receipt by DOE of either:
(i) a certification from the Borrower that:
(A) there are no material changes to the Original Base Case Financial Model, or updated Base Case Financial Model, as applicable;
(B) there are no material changes to the assumptions therein, accompanied by a certificate from the Financial Advisor concurring with the Borrower’s assessment and assumptions set out in its certification; and
(C) calculations demonstrating that both before and after giving effect to the Advance, (1) the Debt to Equity Ratio does not exceed the Maximum Debt to Equity Ratio and (2) the Borrower is in compliance with the Debt Sizing Parameters; or
(ii) a certified updated Base Case Financial Model demonstrating Debt Sizing Parameters equal to or better than the then-current Base Case Financial Model for each consecutive twelve (12) month period ending on each Calculation Date set out therein, accompanied by:
(A) a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances from the Base Case Financial Model then in effect; and
(B) a letter from the Financial Advisor confirming:
(1) the mathematical accuracy of the computations therein;
(2) the consistency in all material respects of the Base Case Financial Model with the Construction Budget and the Project Milestone Schedule;
(3) that such updated Base Case Financial Model demonstrates the required financial ratios as set forth above; and
(4) calculations demonstrating that both before and after giving effect to the Advance, (I) the Debt to Equity Ratio does not exceed the Maximum Debt to Equity Ratio and (II) the Borrower is in compliance with the Debt Sizing Parameters.
Base Case Financial Model. Receipt by DOE of (x) a certified updated Base Case Financial Model demonstrating compliance with the Debt Sizing Parameters and financial ratios equal to or better than the Debt Sizing Parameters and financial ratios set forth in the then-current Base Case Financial Model including each Qualifying Project previously approved, the Qualifying Project for which approval is currently being requested, and the remaining then-anticipated Project Portfolio, and (y) a certified QP Base Case Financial Model for the Qualifying Project for which approval is currently being requested (which QP Base Case Financial Model may be embedded in the Base Case Financial Model delivered pursuant to clause (x)) demonstrating compliance with the Debt Sizing Parameters and financial ratios equal to or better than the Debt Sizing Parameters and financial ratios set forth in the then-current Base Case Financial Model, accompanied by:
(i) with respect to clause (x) above, a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances of such updated Base Case Financial Model from the then-current Base Case Financial Model, as required by DOE; and
(ii) to the extent requested by D▇▇, a report from the Financial Advisor, including such qualifications or limitations acceptable to DOE, confirming:
(A) the mathematical accuracy of the computations therein;
(B) the consistency in all material respects of such Base Case Financial Model and the QP Base Case Financial Model with the Project Budgets and Plans;
(C) that the underlying assumptions are consistent in all material respects with the applicable provisions of the Transaction Documents; and
(D) that such Base Case Financial Model and the QP Base Case Financial Model demonstrate compliance with the Debt Sizing Parameters and required financial ratios as set forth above.
Base Case Financial Model. 20 Section 6.01 Initial Base Case Financial Model and Base Case Financial Model ...............20 Section 6.02 Base Case Financial Model Updates................................................................20 Section 6.03
Base Case Financial Model. (i). Receipt by DOE of a certified updated Base Case Financial Model demonstrating compliance with the Debt Sizing Parameters are met, accompanied by a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances from the Execution Date Base Case Financial Model.
Base Case Financial Model. Receipt by DOE of either:
(i) a certification from the Borrower that:
(A) there are no material changes to the Original Base Case Financial Model, or updated Base Case Financial Model, as applicable;
(B) there are no material changes to the assumptions therein, accompanied by a certificate from the chief financial officer of the Borrower concurring with the Borrower’s assessment and assumptions set out in its certification; and
(C) calculations demonstrating that both before and after giving effect to the Advance, (1) the Debt to Equity Ratio does not exceed the Maximum Debt to Equity Ratio and (2) the Borrower is in compliance with the Debt Sizing Parameters; or
(ii) a certified updated Base Case Financial Model demonstrating Debt Sizing Parameters equal to or better than the then-current Base Case Financial Model for each consecutive twelve (12) month period ending on each Calculation Date set out therein, accompanied by:
(A) a certificate from the chief financial officer or similar officer of the Borrower that includes a written explanation from the Borrower of all variances from the Base Case Financial Model then in effect; and
(B) a report from the chief financial officer of the Borrower confirming:
(1) the mathematical accuracy of the computations therein;
(2) the consistency in all material respects of the Base Case Financial Model with the Construction Budget and the Project Milestone Schedule;
(3) that such updated Base Case Financial Model demonstrates the required financial ratios as set forth above; and
(4) calculations demonstrating that both before and after giving effect to the Advance, (I) the Debt to Equity Ratio does not exceed the Maximum Debt to Equity Ratio and (II) the Borrower is in compliance with the Debt Sizing Parameters.
Base Case Financial Model. The Developer has delivered to the District:
(i) an unrestricted electronic version of the Base Case Financial Model, in the form attached as Exhibit 24 (Base Case Financial Model), that incorporates adjustments (if any) agreed by the Parties between the Financial Proposal Due Date and the Financial Closing Date, including any revision to the Base MAP pursuant to Exhibit 13 (Update to Base MAP);
(ii) the books and documents setting forth all assumptions, calculations and methodologies used in the preparation of the Base Case Financial Model; and
(iii) any other documentation necessary or reasonably requested by the District to operate the Base Case Financial Model.