Capital Work. The Fair Board shall establish and maintain a depository account to be designated the “Capital Projects Fund” (the “Capital Projects Fund”) to be used exclusively to fund expenses incurred in connection with Capital Work. Amounts remaining in the Capital Projects Fund upon termination of this Lease shall remain the property of the Fair Board, and Bristol shall not have any right or claim thereto.
Capital Work. Seller acknowledges that the Purchase Price includes the cost, as reasonable estimated by Seller, to complete certain capital repairs, replacements and improvements at certain of the Properties (collectively, the “Capital Work”) and that Seller may not complete construction of all of the Capital Work prior to Closing. At Closing, Seller shall deliver to Purchaser a schedule of all incomplete Capital Work (collectively, the “Incomplete Capital Work”), which Seller and Purchaser shall append as Exhibit S hereto. As expeditiously as practicable following Closing, Seller shall complete all Incomplete Capital Work in a good and workmanlike manner at Seller’s sole cost and expense. The provisions of this Section 34 shall survive Closing and the delivery of the Deeds and Assignments, and shall survive the expiration or earlier termination of this Agreement.
Capital Work. Cap. -------------------- ------------ ---------- Two tuna seiners $25,000,000 $ 6,000,000 Two factory trawlers $40,000,000 $ 9,000,000 Tuna cannery $18,000,000 $20,000,000 ----------- ----------- $83,000,000 $35,000,000
Capital Work. Cap. ------------ ---------- Sakoba prawn farm $40,000,000 $5,000,000 Ten mini prawn farms $50,000,000 $12,000,000 ----------- ----------- $90,000,000 $17,000,000 ----------- ----------- ----------- -----------
2.2. Based on these estimates, IFR will enter into agreements with its partners and lenders to capitalize these projects. Agence may be called upon to issue certain unconditional guarantees in support of this project funding. Agence is willing to undertake to issue such guarantees at the appropriate time if needed. It is understood that the amounts raised may be a function of the assets that are placed into IFR. It is also understood that the reception of the value of these assets by the investment community is not yet known. The tentative action plan for these projects are as follows: Finalize agreement with IFR/Agence March 30, 1998 Finalize financing documents April 15, 1998 Commence finance models April 30, 1998 Commence executive summary for prawn projects April 30, 1998 Finish financial models May 15, 1998 Finish executive summaries for prawn operation May 15, 1998 Conclude property exchange May 30, 1998 It is understood that information requested by IFR to prepare such summaries may be extensive. Accordingly, the Republic of Guinea agrees to make every effort to expedite any requests for information that will be used in these projects. It is also understood that the ability to finance the enumerated projects is a function of the value of assets.
3. This agreement shall be interpreted under the laws of the Republic of Guinea. Any claims or controversy arising out of or related to this Agreement, or breach thereof shall be settled wherever possible by arbitration.
4. This Agreement constitutes the entire agreement between the parties pertaining to the subjects contained herein, and supersedes all prior and contemporaneous agreements, representations, warranties and understanding of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties hereto. No waiver of any of the provisions of this agreement shall be deemed, or shall constitute any waiver of any other provision, whether similar or not similar, nor shall any waiver constitute a continuing waiver.
Capital Work. (a) Purchaser acknowledges that, for purposes of calculating the Allocated Purchase Prices for the Properties, the definition of Capital Work was expanded to include certain work which otherwise would not have been considered Capital Work under the Purchase Agreement.
(b) Pursuant to the Purchase Agreement, if any Capital Work for a Property containing Leased Premises remained incomplete at Closing, Seller would at Closing (i) assign to Purchaser all contracts for the performance of the incomplete Capital Work and (ii) provide Purchaser with the Estimated Capital Work Completion Amount (i.e., Seller’s reasonable estimate of the cost required to complete the same). Notwithstanding the foregoing, the parties hereby agree that, to the extent any Capital Work constitutes improvements to premises demised to Seller under the Lease Agreements (as opposed to improvements affecting the structural elements of the Buildings, building systems or premises other than those demised to Seller under the Lease Agreements), Seller shall not assign the contracts therefor to Purchaser at Closing. Consequently, the cost to complete the same has not been included in the calculation of the Estimated Capital Work Completion Amount.
Capital Work. With respect to Capital Work:
(a) East Hants shall be responsible for the cost of all Capital Work approved in the Capital work plan;
(b) the Association has no authority to enter into any contracts for Capital Work;
(c) no Capital Work shall proceed without the approval of East Hants;
(d) The Association shall be responsible for supervising and managing all Capital Work, keeping East Hants up-to-date on the progress of such work and providing East Hants with any information or documentation it requires with respect to such work;
(e) East Hants shall give reasonable consideration to requests or comments provided by the Association relating to Capital Work, including with respect to prioritization, cost, and performance of Capital Work.
Capital Work. 7.5.1 Subject to Section 7.4 and subject to Governmental Rule (including any GWCCA policies that are generally applicable to the entire GWCCA Campus), Licensee shall be responsible and will manage all processes for all Capital Work (subject to inspection by Licensor). Licensee will be required to fund all Capital Work costs necessary to satisfy the QOS or that are otherwise approved by Licensee and Licensor in excess of then-available reserves in the Renewal and Extension Account and the Surplus Account.
7.5.2 To obtain funds for the purpose of paying or reimbursing Licensee for Capital Work, a Licensee Representative must execute and deliver to Licensor a Certificate requesting that Licensor withdraw an amount from the Renewal and Extension Account or the Surplus Account to either (i) reimburse Licensee for Capital Expense incurred by Licensee as described in the Certificate or (ii) disburse all or a portion of such amount to the third Persons specified in the Certificate to pay those third Persons for Capital Expense for which Licensee has liability. Each Certificate shall include (w) a statement that the particular Capital Expense covered by the Certificate (1) is for Capital Work, (2) has been approved by Licensor or is Capital Expense that is not subject to Licensor’s prior approval rights as described in Section 7.5.3 and (3) has not been previously reimbursed or paid out of the Renewal and Extension Account or the Surplus Account as of the date of the Certificate and (x) such invoices, purchase orders, bills of sale or other documents that reasonably evidence Licensee’s incurrence of such expenses and completion or undertaking to complete such Capital Work. Absent manifest error, upon receipt of a Certificate, the Licensor shall promptly (and in no event more than five
Capital Work. 8.16.1 Seller agrees that it will cause the work described on Schedule 8.16 hereof (the “2006 Capital Work”) to be performed with respect to the Hotel in the Ordinary Course of Business consistent with Seller’s schedule therefor; provided, however, that in the event that the 2006 Capital Work is not completed prior to Closing, then Purchaser and Seller shall, prior to Closing, reasonably cooperate with each other in furtherance of transitioning responsibility for the portion of the 2006 Capital Work that will not be completed as of Closing from Seller to Purchaser in a manner mutually acceptable to Purchaser and Seller, which includes arrangements pursuant to which (i) Seller shall pay for all 2006 Capital Work completed prior to Closing, (ii) the construction contracts pertaining to the 2006 Capital Work will, as of the Closing Date, be assigned by Seller to Purchaser and assumed by Purchaser from Seller and (iii) Purchaser shall pay for all 2006 Capital Work performed after Closing, provided, however, that in the event that the amounts set forth on Schedule 8.16 in the “committed unpaid” column exceed $550,000 on the Closing Date, Purchaser shall receive a credit to the Purchase Price equal to the amount in excess of $550,000. On the Closing Date, Seller shall assign to Purchaser all assignable warranties from the contractors pertaining to the 2006 Capital Work. The provisions of this Section 8.16.1 shall survive Closing.
8.16.2 Seller shall cause any 2006 Capital Work performed prior to Closing to be performed in a good and workmanlike manner, in accordance with typical customs and practices applicable to work of a similar nature in the hotel industry and in accordance with the standards and practices of similar hotels managed by Manager and its Affiliates, in compliance, in all material respects, with the applicable contracts for such work, all Applicable Laws and the Management Agreement. Nothing contained in this Section 8.16 shall limit any obligation of Purchaser to establish and/or maintain any reserves (including any capital reserves and/or replacement reserves) required under the Management Agreement.
Capital Work. Seller is in the process of completing certain capital repairs, replacements and improvements to the Real Property as described in Exhibit 4.5. If such work is not completed by the Closing, Seller shall credit Purchaser with all amounts remaining, as of Closing, to be paid under any and all contracts for such work (including change orders approved as of Closing) and Seller shall assign to Purchaser and Purchaser shall assume all contracts and remaining obligations with respect thereto. Purchaser hereby agrees with Seller that Purchaser, at its cost, shall assume all such contracts in connection with the Closing in the Assignment and Assumption of Contracts, Warranties and Guarantees attached to this Agreement as Exhibit 9.2.5 (the "Assignment and Assumption of Contracts") and promptly complete after Closing the remaining work in accordance with the scope of work and plans therefor in effect at Closing. The amount being credited to Purchaser hereunder includes a construction contingency as set forth on Exhibit 4.5. The unused portion of such contingency shall be repaid to Seller promptly after completion of and final payment for each respective capital project. Purchaser shall provide Seller with detailed back-up reasonably requested by Seller which establishes the utilization of any contingency. In addition, Seller reserves the right to construct, at its expense, security desks in the building lobbies based upon plans submitted by Seller to Purchaser for Purchaser's consent, which consent shall not be unreasonably withheld or delayed. The provisions of this paragraph shall survive Closing.
Capital Work
