EPC Agreement Sample Clauses

EPC Agreement. The Seller has provided Purchaser with a fully executed EPC Agreement in the form of Exhibit E.

EPC Agreement. It is the intention of Ball Industrial Services and SIBE to execute a prime contract with a Guaranteed Maximum Price ("GMAX") for EPC and Project & Construction Management services. The rights and obligations of the parties with respect to the Facility will be set forth in the GMAX agreement to be executed by the parties (the "GMAX Agreement"). The completion of the GMAX Agreement is subject to and contingent upon the parties reaching agreement on the terms and conditions thereof. After this interim agreement is executed by the Company and returned to Ball industrial Services together with the down payment, the parties will enter into good faith negotiations for the preparation of the GMAX Agreement. Either party may terminate such negotiations at any time and for any reason. If this interim agreement is terminated by SIBE, Ball Industrial Services will refund the down payment paid less expenses incurred and fee earned by Ball Industrial Services as a result of this interim agreement. If this interim agreement is terminated by Ball Industrial Services, Ball Industrial Services will refund the down payment paid by SIBE. Ball Industrial GMAX pricing shall include GMAX pricing for Ball Industrial Services and all subs and primes plus an agreed to project contingency. GMAX pricing will be established by the time the Project Design and Development documents are 80% complete.

EPC Agreement. Contractor shall have delivered or, concurrently with Purchaser’s deliveries under Section 4.1, shall deliver to Purchaser two (2) original counterparts to the EPC Agreement, each property executed by an authorized representative of Contractor, along with the guaranty to be provided by Guarantor pursuant to the terms of the EPC Agreement.

EPC Agreement. From the Execution Date to the Closing Date and after the Closing Date until achievement of Final Completion pursuant to Section 5.14.2, Seller shall administer its rights and obligations under the EPC Agreement in accordance with Prudent Operating Practices, including with respect to safety and security of the Project Site. Purchaser acknowledges that the EPC Contractor intends to have portions of the Work accomplished by Subcontractors qualified to perform such Work pursuant to written Subcontracts between the EPC Contractor and such Subcontractors. Purchaser acknowledges and agrees that it will not be entitled to be provided with a copy of, nor will it have any right to review, comment on, or approve, any such Subcontracts; provided, however, that Purchaser shall have the right to approve all Major Subcontractors, Major Equipment Suppliers, and all Major Subcontractor and Equipment Warranties that do not meet the Minimum Equipment Warranty Requirements (each as defined in the EPC Agreement) pursuant to Section 5.6.3.

EPC Agreement. PART-2 : Volume 1.1- EPC Agreement

EPC Agreement. The Project Company shall have caused the definitive EPC Agreement to be negotiated and executed with the EPC Contractor. The EPC Contractor shall be a licensed contractor in the State. The EPC Agreement shall provide for the engineering, procurement, construction and completion of the Project Improvements on a fixed price, turnkey basis.

EPC Agreement. NGP and BE shall enter into an EPC agreement wherein BE will be granted the exclusive right to be the EPC services provider for 47 MW of NGP solar PV projects as long as the following considerations are met:

EPC Agreement. NGP and BE shall enter into an EPC agreement wherein BE will be granted the exclusive right to be the EPC services provider for 47 MW of NGP solar PV projects as long as the following considerations are met: a) BE will provide an open book to NGP for all projects; b) The XXX xxxxx margin for the EPC contracts shall be 20%. However, the interest, fees and costs associated with construction financing paid to a third party are not included in the BE 20% gross margin; c) The EPC contracts will be defined as cost plus contracts, the form of which shall be as shown as Exhibit E attached hereto. The contracts may need some changes to accommodate construction finance, but the form, substance, margins, payment dates, etc. shall generally be consistent with the terms in the form; d) The non-Safe Harbored modules (approximately 80% of the modules used on any project) shall be included in the EPC contracts for gross margin calculations; e) The EPC information during the bidding, sub-contracting and implementation phase shall be transparent so that NGP can provide BE information on other subcontractors or vendors for consideration. BE shall make the ultimate choice as to vendors and subcontractors; f) NGP will have the ability to work with BE to optimize the solar equipment costs including, solar modules, racking, inverters, BOS, and overall supply chain. All such products shall be "bankable"; g) BE has successfully completed past projects within the terms and conditions of the EPC Agreement; and h) The sum of fifty (50) percent of the overall development fee from NGP's projects will be paid to NGP from construction financing at NTP whereas NTP is defined as all regulatory and governmental permits and waivers are complete, 100% take-out financing secured and construction finance is secured.

EPC Agreement. It is the intention of Ball Industrial Services and SIBE to execute a prime contract for EPC services with a Guaranteed Maximum Price ("GMAX"). The rights and obligations of the parties with respect to the Facility will be set forth in the GMAX agreement to be executed by the parties (the "GMAX Agreement"). The completion of the GMAX Agreement is subject to and contingent upon the parties reaching agreement on the terms and conditions thereof. After this interim agreement is executed by the Company and returned to Ball industrial Services together with the down payment, the parties will enter into good faith negotiations for the preparation of the GMAX Agreement. Either party may terminate such negotiations at any time and for any reason. If this interim agreement is terminated by SIBE, Ball Industrial Services will refund the down payment paid less expenses incurred and fee earned by Ball Industrial Services as a result of this interim agreement. If this interim agreement is terminated by Ball Industrial Services, Ball Industrial Services will refund the down payment paid by SIBE. Ball Industrial GMAX pricing shall include GMAX pricing for Ball Industrial Services and all subs and primes plus an agreed to project contingency. GMAX pricing will be established by the time the Project Design and Development documents are 80% complete. Project Fee: Ball Industrial Services proposes a 10% cost of work fee on all subcontracts under Ball Industrial Services EPC agreement. Ball Industrial Services proposes a 10% cost of work fee for prime contracts managed by Ball Industrial Services. Shared Savings: Ball Industrial Services proposes a 60/40 split on all savings generalized by the prime contractors below the GMAX price. 60% for SIBE and 40% Ball Industrial Services which will be shared pro rate with the prime subs. Schedule Bonus: Prior to the GMAX Agreement being finalized, Ball Industrial Services proposes developing a schedule incentive plan with SIBE. If the performance guarantee is achieved on or before the expiration of the eighteenth month, this incentive shall be shared pro rata with each key subcontractor to ensure performance. In the event the parties agree to such a schedule incentive plan, Ball Industrial Services will also agree to pay liquidated damages in an identical amount for each day after eighteen months that the project is not complete.

EPC Agreement. Neither the Company nor the EPC Agreement Obligor will modify, waive, amend or otherwise change the EPC Agreement in any manner (a) to materially amend the definition of Substantial Completion in a manner materially adverse to the Holders, or (b) that would reasonably be interpreted to have been made in order to circumvent the provisions of this Indenture related to the EPC Agreement. Notwithstanding the foregoing, the Company or the EPC Agreement Obligor may modify, waive, amend or otherwise change the EPC Agreement to extend the Guaranteed Substantial Completion Date without the consent of the Holders; provided, that if such extension is for a period in excess of 90 days, the PIK Interest rate shall increase as set forth in paragraph 1 of each Note.