Completion Costs Clause Samples
Completion Costs. (a) The TCR Representatives and the Transferee shall use all commercially reasonable efforts to mutually agree on the Completion Costs (the "ESTIMATED COMPLETION COSTS") anticipated to finalize construction of each of the Real Properties listed on Schedule 3.5(a) (collectively, the "DEVELOPMENT PROPERTIES"). In connection with the foregoing, the TCR Representatives shall provide, and each of the Contributors and the Contributing Partners shall cooperate with the TCR Representatives in the provision of, all reasonable information requested by the Transferee for the purpose of determining the Estimated Completion Costs for each Development Property. If the parties are unable to agree on the Estimated Completion Costs by the twentieth (20th) day prior to the Closing Date, then either party may request binding arbitration of the Estimated Completion Costs by the following method: Wils▇▇ & ▇tri▇▇▇▇▇ ▇▇ hereby appointed by the parties as a neutral arbitrator (the "COMPLETION COST ARBITRATOR") of the Estimated Completion Costs; provided that if, for any reason, Wils▇▇ & ▇tri▇▇▇▇▇ ▇▇ unable to act as Completion Cost Arbitrator, the Transferee and the TCR Representatives shall appoint a mutually acceptable arbitrator to serve in its place. The party electing determination by the Completion Cost Arbitrator shall give written notice to the Completion Cost Arbitrator and the other party of such election. Thereafter, (i) the TCR Representatives shall provide, and each of the Contributors and the Contributing Partners shall cooperate with the TCR Representatives in the provision of, all reasonable information requested by the Completion Cost Arbitrator for the purpose of determining the Estimated Completion Costs for each Development Property and (ii) each party may submit to the Completion Cost Arbitrator its proposed Estimated Completion Costs, together with any materials it wishes to submit in support of its position. The Completion Cost Arbitrator shall, within ten (10) days of such election, then make its own determination of the Estimated Completion Costs, which determination shall be conclusive and binding on all parties to this Agreement. At such time either the parties agree on the Estimated Completion Costs or the Completion Cost Arbitrator determines the Estimated Completion Costs, Schedule 3.5(a) shall be completed by incorporating such Estimated Completion Costs therein.
(b) At Closing, an amount equal to the Estimated Completion Costs shall be deducted fro...
Completion Costs. Grantee acknowledges and agrees that upon the occurrence of any default or Event of Default under this Deed to Secure Debt or other Loan Document the payment of the Completion Costs shall be made solely as provided for in Section 4.10(c) of this Deed to Secure Debt and subject to the provisions of Section 10.20 of the Loan Guarantee Agreement.
Completion Costs. The Completion Costs Interest Rate used for purposes of determining Tenant's monthly installment of Tenant's Share of Phase 2 Completion Costs shall initially equal the Completion Costs Interest Rate in effect on the Phase 2 Commencement Date, and thereafter, the interest rate used for purposes of determining Tenant's monthly installment shall be recalculated on the Payment Calculation Date (defined in Section 7.1.3 above) using the Completion Costs Interest Rate in effect on each respective Payment Calculation Date. Tenant's monthly installment of the unpaid portion of Tenant's Share of Phase 2 Completion Costs together with interest thereon shall be adjusted on each Payment Calculation Date as follows:
Completion Costs. 10 Section 2.6. Cash Consideration........................................ 12 Section 2.7. Designation of Issuance of Equity Securities.............. 13 Section 2.8. Withdrawn Properties...................................... 13 Section 2.9. Guaranty.................................................. 13 Section 2.10. Certain Definitions....................................... 14 ARTICLE 3. TITLE; MATTERS TO WHICH THIS CONTRIBUTION IS SUBJECT............. 14
Completion Costs. Pro forma costs to complete the first phase of any ----------------- Startup Project, including, but not limited to, anticipated expenditures for land, all Soft Costs, and the amount of any form of future obligation or guaranty to inject cash required in order to construct the first phase of such Startup Project, regardless of which phase such obligation or guaranty shall actually benefit. Consolidated or consolidated. With reference to any term defined herein, ------------------------------ shall mean that term as applied to the accounts of FCI and its Subsidiaries, consolidated in accordance with generally accepted accounting principles. Consolidated Net Income (or Deficit). The consolidated net income (or --------------------------------------- deficit) of FCI and its Subsidiaries, after deduction of all expenses, taxes, and other proper charges, determined in accordance with generally accepted accounting principles. Consolidated Net Operating Income (or Deficit). Consolidated Net Income (or ---------------------------------------------- Deficit), after eliminating therefrom all extraordinary nonrecurring items of income or loss. Consolidated Operating Cash Flow. For any period, an amount equal to (i) --------------------------------- the sum of (A) Earnings Before Interest and Taxes for such period, plus (B) ---- depreciation, amortization and all other noncash charges for such period, less ---- (ii) the sum of (A) cash payments for all taxes paid during such period, plus (B) Capital Expenditures made during such period.
Completion Costs. All interest shall be computed on the premise that a year contains 360 days, and is composed of twelve (12) months, each of which contains thirty (30) days. The Completion Costs Interest Rate used for purposes of determining Tenant's monthly installment of Tenant's Share of Phase 1 Completion Costs shall initially equal that rate of interest (as determined pursuant to the formula set forth above in effect on the Phase 1 Commencement Date, and thereafter, the Completion Costs Interest Rate used for purposes of determining Tenant's monthly installment shall be recalculated at the commencement of each Lease Year (individually referred to as a "Payment Calculation Date") using the interest rate (as determined pursuant to the formula set forth above) in effect on each respective Payment Calculation Date. Tenant's monthly installment of the unpaid portion of Tenant's Share of Phase 1 Completion Costs together with interest thereon shall be adjusted on each Payment Calculation Date as follows:
Completion Costs. 20 Section 5.3
Completion Costs. (a) Table 1 of Schedule 2.5(a) sets forth an estimate by the --------------- TCR Parties of each component of the Completion Costs (the "ESTIMATED COMPLETION COSTS") anticipated to finalize construction of each of the Real Properties listed thereon (collectively, the "DEVELOPMENT PROPERTIES"). Twenty
Completion Costs. Each party consenting to a proposed additional testing operation under Section 6.3(a)(i), hereinabove, or an attempt to complete operation under Section 6.3(a)(ii), hereinabove, shall, within ten (10) calendar days after such election, pay in full its proportionate share of the costs of such operation to Pohle, such costs sometim▇▇ ▇▇ferred to elsewhere in this Agreement as the "Completion Costs". Should any party fail to make full payment of its proportionate share of the Completion Costs, then said party shall be deemed to have elected not to join in the proposed operation, and the provisions hereof applicable to non-consenting parties shall apply.
Completion Costs. (a) Seller shall be solely responsible for completing the Mt. ▇▇▇▇▇▇▇▇ Facility and the Mt. ▇▇▇▇▇▇▇▇ Completion Costs including, without limitation, any cost overruns that exceed the current budget for the Mt. ▇▇▇▇▇▇▇▇ Facility to the extent that such Mt. ▇▇▇▇▇▇▇▇ Completion Costs exceed the amount in the Bond Proceeds Account as of the Closing Date plus the amount of any adjustment pursuant to Article 4.2(b)(i). Attached hereto as SCHEDULE 5.2(a) is the current budget for the completion of the Mt. ▇▇▇▇▇▇▇▇ Facility. As used in this Article 5.2, "MT. ▇▇▇▇▇▇▇▇ COMPLETION COSTS" shall mean the actual costs, whether budgeted or not, associated with construction, testing and certification of the Mt. ▇▇▇▇▇▇▇▇ Facility including all costs associated with the refurbishment, relocation, testing, certification and installation of the Colorado Equipment and the Pennsylvania Equipment and any other costs incurred by either Purchaser or Seller to complete the Mt. ▇▇▇▇▇▇▇▇ Facility to Purchaser's reasonable satisfaction in accordance with the design and specifications for the Mt. ▇▇▇▇▇▇▇▇ Facility from and after the Closing Date, including the cost of services performed or equipment delivered in connection therewith as of the Closing Date but for which no invoice has been delivered to Seller as of the Closing Date. The Mt. ▇▇▇▇▇▇▇▇ Completion Costs shall not include any costs or expenses that arise after the Closing Date in connection with any change orders or modifications submitted by Purchaser with respect to the completion of the Mt. ▇▇▇▇▇▇▇▇ Facility that are not included in the specifications for the Mt. ▇▇▇▇▇▇▇▇ Facility and that are not contemplated by the budget set forth in SCHEDULE 5.2(a).