Common use of Cash Allowances Clause in Contracts

Cash Allowances. (a) Project Co shall open the Cash Allowance Account, deposit the Cash Allowance Amount into the Cash Allowance Account no later than one month prior to the scheduled commencement of the Works (as set out in the Works Schedule) to which the cash allowance shall be applied and shall manage the Cash Allowance Account in accordance with Section 3.2(b). (b) The cash flow process applicable to the Cash Allowance Account will be as follows: Project Co will hold and manage all monies in the Cash Allowance Account in trust for, for the benefit of and as directed by Contracting Authority; interest earned on the Cash Allowance Account will accrue in the Cash Allowance Account and will be for the benefit of Contracting Authority; Project Co shall provide a reconciliation of the Cash Allowance Account to Contracting Authority on a monthly basis; Subject to Project Co's obligation to fund the Cash Allowance Account pursuant to Section 3.2(a), Contracting Authority shall make deposits into the Cash Allowance Account in the event that the payment requirements for Cash Allowance Items, including applicable HST, for invoices approved by Contracting Authority that exceed the then balance of the Cash Allowance Account, for clarity, determined on an aggregate basis across all Cash Allowance Items, prior to approving any such invoices; if, on the earlier of (A) Final Completion and (B) the Termination Date, there exists a positive balance in the Cash Allowance Account, such balance will be the property of Contracting Authority and will be paid by Project Co to Contracting Authority or as Contracting Authority directs; and the Parties agree to mutually review the operation of the Cash Allowance Account on a regular basis and make any appropriate modifications to ensure its efficient operation. (c) Project Co shall provide monthly reports to the Contracting Authority Representative that include the following information: itemized and aggregate amounts committed to date for all Cash Allowance Items; itemized and aggregate amounts spent to date for all Cash Allowance Items; and the projected cost of each remaining Cash Allowance Item and the projected effect of such costs on the Cash Allowance Account. (d) In addition to the monthly reports described in Section 3.2(c), Project Co shall, on a monthly basis, provide to the Contracting Authority Representative a request for payment approval (each, a “Request for Payment Approval”) that includes the following information: details of all vendor or Project Co Party invoices that are due for payment that month, including relevant supporting documentation; evidence that the commitment by Project Co to purchase the Cash Allowance Items has been approved by Contracting Authority; and any discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items. (e) Contracting Authority shall, within 10 Business Days of receipt of a Request for Payment Approval, advise Project Co, in writing, whether or not payment of the invoices set out in such Request for Payment Approval is approved. Contracting Authority shall only be permitted to withhold its approval if Contracting Authority determines that the Request for Payment Approval does not contain the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2. If Contracting Authority withholds its approval pursuant to this Section 3.2(e) and subsequently receives the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2, it shall, within 10 Business Days of its receipt of such information, provide to Project Co, in writing, Contracting Authority's approval for the invoices set out in the aforementioned Request for Payment Approval. (f) If Contracting Authority approves the payment of the invoices set out in a Request for Payment Approval, Project Co shall make payment to the relevant vendors or each Project Co Party from the Cash Allowance Account. (g) Project Co acknowledges and agrees that: neither it, nor any Project Co Party, shall be entitled to any mark-ups for profit, overhead or other costs associated with the Cash Allowance Items; all discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items shall be attributed solely to and shall benefit the pricing of the Cash Allowance Items; all costs and expenses related to the administration of the Cash Allowance Account, including the preparation of Requests for Payment Approval and any required reporting, shall be borne by Project Co and shall not be charged to the Cash Allowance Account; and the Cash Allowance Amount will be deposited and the Cash Allowance Account will be managed in accordance with the Works Schedule and any costs, expenses or delays related to funding or managing the Cash Allowance Account are the responsibility of Project Co.

Cash Allowances. (a) Project Co shall open the Cash Allowance Account, deposit the Cash Allowance Amount into the Cash Allowance Account no later than one (1) month prior to the scheduled commencement of the Works (as set out in the Works Schedule) to which the cash allowance Cash Allowance shall be applied and shall manage the Cash Allowance Account in accordance with Section 3.2(b). (b) The cash flow process applicable to the Cash Allowance Account will be as follows: : (i) Project Co will hold and manage all monies in the Cash Allowance Account in trust for, for the benefit of and as directed by Contracting Authority; ; (ii) interest earned on the Cash Allowance Account will accrue in the Cash Allowance Account and will be for the benefit of Contracting Authority; ; (iii) Project Co shall provide a reconciliation of the Cash Allowance Account to Contracting Authority on a monthly basis; ; (iv) Subject to Project Co's ’s obligation to fund the Cash Allowance Account pursuant to Section 3.2(a), Contracting Authority shall make deposits into the Cash Allowance Account in the event that the payment requirements for Cash Allowance Items, including applicable HST, for invoices approved by Contracting Authority that exceed the then balance of the Cash Allowance Account, for clarity, determined on an aggregate basis across all Cash Allowance Items, prior to approving any such invoices; ; (v) if, on the earlier of (A) Final Completion and (B) the Termination Date, there exists a positive balance in the Cash Allowance Account, such balance will be the property of Contracting Authority and will be paid by Project Co to Contracting Authority or as Contracting Authority directs; and and (vi) the Parties agree to mutually review the operation of the Cash Allowance Account on a regular basis and make any appropriate modifications to ensure its efficient operation. (c) Project Co shall provide monthly reports to the Contracting Authority Representative that include the following information: : (i) itemized and aggregate amounts committed to date for all Cash Allowance Items; ; (ii) itemized and aggregate amounts spent to date for all Cash Allowance Items; and and (iii) the projected cost of each remaining Cash Allowance Item and the projected effect of such costs on the Cash Allowance Account. (d) In addition to the monthly reports described in Section 3.2(c), Project Co shall, on a monthly basis, provide to the Contracting Authority Representative a request for payment approval (each, a “Request for Payment Approval”) that includes the following information: details of all vendor or Project Co Party invoices that are due for payment that month, including relevant supporting documentation; evidence that the commitment by Project Co to purchase the Cash Allowance Items has been approved by Contracting Authority; and any discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items. (e) Contracting Authority shall, within 10 Business Days of receipt of a Request for Payment Approval, advise Project Co, in writing, whether or not payment of the invoices set out in such Request for Payment Approval is approved. Contracting Authority shall only be permitted to withhold its approval if Contracting Authority determines that the Request for Payment Approval does not contain the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2. If Contracting Authority withholds its approval pursuant to this Section 3.2(e) and subsequently receives the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2, it shall, within 10 Business Days of its receipt of such information, provide to Project Co, in writing, Contracting Authority's approval for the invoices set out in the aforementioned Request for Payment Approval. (f) If Contracting Authority approves the payment of the invoices set out in a Request for Payment Approval, Project Co shall make payment to the relevant vendors or each Project Co Party from the Cash Allowance Account. (g) Project Co acknowledges and agrees that: neither it, nor any Project Co Party, shall be entitled to any mark-ups for profit, overhead or other costs associated with the Cash Allowance Items; all discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items shall be attributed solely to and shall benefit the pricing of the Cash Allowance Items; all costs and expenses related to the administration of the Cash Allowance Account, including the preparation of Requests for Payment Approval and any required reporting, shall be borne by Project Co and shall not be charged to the Cash Allowance Account; and the Cash Allowance Amount will be deposited and the Cash Allowance Account will be managed in accordance with the Works Schedule and any costs, expenses or delays related to funding or managing the Cash Allowance Account are the responsibility of Project Co.

Cash Allowances. (a) On or before the date of this Project Agreement, Project Co shall open the Cash Allowance Account, . Project Co shall deposit the portion of the applicable Cash Allowance Amount in respect of each applicable Cash Allowance Item into the Cash Allowance Account no later than one month prior to the scheduled commencement of the portion of the Works (relating to such portion of the Cash Allowance Item as set out in the Works Schedule) to which Schedule (the cash allowance “Cash Allowance Monthly Deposit Amount”). The Cash Allowance Monthly Deposit Amount shall be applied equal to the estimated value of the portion of the Works relating to the applicable Cash Allowance Item to be completed in each applicable month. In the event that, at any time and from time to time, it is determined that the actual value of such Works is greater or less than the Cash Allowance Monthly Deposit Amount deposited for such month, Project Co shall adjust the Cash Allowance Monthly Deposit Amount for the following month downwards or upwards, as the case may be, in order to reconcile the Cash Allowance Monthly Deposit Amount for the previous month (each is a “Cash (b) Subject to Section 3.2(c)(iv), in the event that at any time and from time to time the actual cost of the Works for a particular Cash Allowance Item (or any portion thereof) exceeds the total Cash Allowance Amount for such Cash Allowance Item, Project Co shall fund the difference between such actual cost of the Works and such Cash Allowance Amount (a “Cash Allowance Amount Shortfall”) from the then remaining Cash Allowance Amount of any other Cash Allowance Item, such remaining Cash Allowance Amount, for clarity, being an amount equal to the amount of funds in respect of such Cash Allowance Amount that, at that time, has not yet been deposited by Project Co into the Cash Allowance Account (a “Remaining Cash Allowance Amount”). Upon Project Co funding the Cash Allowance Amount Shortfall there shall be a corresponding reduction in the Remaining Cash Allowance Amount for such other Cash Allowance Item. (c) The Parties agree that Project Co shall manage the Cash Allowance Account in accordance with Section 3.2(b). (b) The and the cash flow process applicable to thereto in accordance with the Cash Allowance Account will be as follows: following: (i) Project Co will hold and manage all monies in the Cash Allowance Account in trust for, for the benefit of and as directed by Contracting Authority; SMH; (ii) interest earned on the Cash Allowance Account will accrue in the Cash Allowance Account and will be for the benefit of Contracting Authority; SMH; (iii) Project Co shall provide a reconciliation of the Cash Allowance Account to Contracting Authority SMH on a monthly basis; Subject to ; (iv) in the event that (A) Project Co's obligation to fund Co must deposit a Cash Allowance Monthly Deposit Amount into the Cash Allowance Account pursuant to Section 3.2(a); (B) a Cash Allowance Amount Shortfall exists; and (C) the Cash Allowance Amount Shortfall exceeds the aggregate of all of the Remaining Cash Allowance Amounts, Contracting Authority then SMH shall, at its sole cost and expense, deposit into the Cash Allowance Account (I) the initial Cash Allowance Amount Shortfall up to the aggregate amount of all vendor and Project Co Party invoices that have been approved by SMH pursuant to Section 3.2(f) in respect of the particular Cash Allowance Item to which the Cash Allowance Amount Shortfall relates and that are due for payment that month and (II) all future Cash Allowance Monthly Deposit Amounts required to complete the Works for all of the remaining Cash Allowance Items. SMH shall make deposits deposit such funds into the Cash Allowance Account in on a date that is no later than 2 Business Days before the event date that Project Co is required to make each of the payment requirements for Cash Allowance Items, including applicable HST, for payments under each of the invoices approved by Contracting Authority that exceed SMH pursuant to Section 3.2(f) related to such Works; (v) notwithstanding Section 3.2(a), on the then balance Substantial Completion Date, Project Co shall deposit the aggregate of all Remaining Cash Allowance Amounts (if any) into the Cash Allowance AccountAccount (including, for clarity, determined on an aggregate basis across all each and every Cash Allowance Items, prior Amount in respect of any Works for any Cash Allowance Items that are to approving any such invoices; if, be completed following the Substantial Completion Date). Following the Substantial Completion Date and on the earlier later of (A) Final the Substantial Completion Payment Date and (B) the Termination Datedate that the Independent Certifier certifies that all of the Works related to the Cash Allowance Items have been completed, there exists if a positive balance in the Cash Allowance AccountAccount exists on such date, such balance will be the property of Contracting Authority SMH and will be paid by Project Co to Contracting Authority SMH or as Contracting Authority SMH directs. If the Termination Date occurs prior to the date described above in terms of items (A) and (B) and if a positive balance in the Cash Allowance Account exists on the Termination Date, such balance will be the property of SMH and will be paid by Project Co to SMH or as SMH directs; and and (vi) the Parties agree to mutually review the operation of the Cash Allowance Account on a regular basis and make any appropriate modifications to ensure its efficient operation. (cd) Project Co shall provide monthly reports to the Contracting Authority SMH Representative that include the following information: : (i) itemized and aggregate amounts committed to date for each Cash Allowance Item separately and all Cash Allowance Items; Items in the aggregate; (ii) itemized and aggregate amounts spent to date for each Cash Allowance Item separately and all Cash Allowance Items; and Items in the aggregate; (iii) the projected cost of each remaining Cash Allowance Item and Item, the projected effect of such costs on each Cash Allowance Amount separately and on the aggregate of all of the Cash Allowance AccountAmounts (including any and all anticipated Cash Allowance Amount Shortfalls); and (iv) details and supporting information in respect of any Cash Allowance Monthly Deposit Amount Reconciliations. (de) In addition to the monthly reports described in Section 3.2(c3.2(d), Project Co shall, on a monthly basis, provide to the Contracting Authority SMH Representative a request for payment approval (each, a “Request for Payment Approval”) that includes the following information: : (i) details of all vendor or Project Co Party invoices that are due for payment that month, including relevant supporting documentation; documentation in connection with any Cash Allowance Items or portions thereof; (ii) evidence that the commitment by Project Co to purchase the any applicable Cash Allowance Items has or portions thereof have been approved by Contracting AuthoritySMH; and and (iii) any discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the any Cash Allowance ItemsItem or portion thereof. (ef) Contracting Authority SMH shall, within 10 Business Days of receipt of a Request for Payment Approval, advise Project Co, in writing, whether or not payment of the invoices set out in such Request for Payment Approval is approved. Contracting Authority SMH shall only be permitted to withhold its approval if Contracting Authority (i) SMH determines that the Request for Payment Approval does not contain the information that Contracting Authority SMH requires, acting reasonably, to discharge its obligations under this Section 3.23.2 and (ii) upon the request of SMH, the Independent Certifier confirms to SMH that any of the Works claimed by Project Co to be in relation to a Cash Allowance Item are not, in fact, in relation to a Cash Allowance Item. If Contracting Authority SMH withholds its approval pursuant to this Section 3.2(e3.2(f) and subsequently receives the information that Contracting Authority SMH requires, acting reasonably, to discharge its obligations under this Section 3.2, it shall, within 10 Business Days of its receipt of such information, provide to Project Co, in writing, Contracting Authority's SMH’s approval for of the invoices set out in the aforementioned Request for Payment Approval. (fg) If Contracting Authority SMH approves the payment of the invoices set out in a Request for Payment Approval, Project Co shall make payment to the relevant vendors or each Project Co Party from the Cash Allowance Account. (gh) Project Co acknowledges and agrees that: : (i) neither it, nor any Project Co Party, shall be entitled to any markxxxx-ups for profit, overhead or other costs associated with the Cash Allowance Items; ; (ii) all discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items shall be attributed solely to and shall benefit the pricing of the Cash Allowance Items; ; (iii) all costs and expenses related to the administration of the Cash Allowance Account, including including, without limitation, the preparation of Requests for Payment Approval and any required reporting, shall be borne by Project Co and shall not be charged to the Cash Allowance Account; and and (iv) subject to SMH’s responsibilities under Section 3.2(c)(iv), all of the Cash Allowance Amount will Amounts (including all portions thereof) shall be deposited and the Cash Allowance Account will be managed in accordance with the Works Schedule and any costs, expenses or delays related to funding or managing the Cash Allowance Account are the responsibility of Project Co. (i) Notwithstanding anything to the contrary in this Project Agreement, the approval by SMH of the commitment by Project Co to purchase any Discretionary SMH Cash Allowance Item with any portion of the Discretionary SMH Cash Allowance Amount shall be in SMH’s sole discretion and shall only be in respect of any obligation of SMH under this Project Agreement, including but not limited to, any matter which is the responsibility of SMH pursuant to Section 18 of the Project Agreement, and, for greater certainty, excluding any matter which is in respect of any obligation of Project Co under this Project Agreement.

Cash Allowances. (a) Project Co shall open the Cash Allowance Account, deposit the Cash Allowance Amount into the Cash Allowance Account no later than one (1) month prior to the scheduled commencement of the Works (as set out in the Works Schedule) to which the cash allowance Cash Allowance shall be applied and shall manage the Cash Allowance Account in accordance with Section 3.2(b). (b) The cash flow process applicable to the Cash Allowance Account will be as follows: : (i) Project Co will hold and manage all monies in the Cash Allowance Account in trust for, for the benefit of and as directed by Contracting Authority; ; (ii) interest earned on the Cash Allowance Account will accrue in the Cash Allowance Account and will be for the benefit of Contracting Authority; ; (iii) Project Co shall provide a reconciliation of the Cash Allowance Account to Contracting Authority on a monthly basis; Subject ; (iv) subject to Project Co's ’s obligation to fund the Cash Allowance Account pursuant to Section 3.2(a), Contracting Authority shall make deposits into the Cash Allowance Account in the event that the payment requirements for Cash Allowance Items, including applicable HST, for invoices approved by Contracting Authority that exceed the then balance of the Cash Allowance Account, for clarity, determined on an aggregate basis across all Cash Allowance Items, prior to approving any such invoices; ; (v) if, on the earlier of (A) Final Completion and (B) the Termination Date, there exists a positive balance in the Cash Allowance Account, such balance will be the property of Contracting Authority and will be paid by Project Co to Contracting Authority or as Contracting Authority directs; and and (vi) the Parties agree to mutually review the operation of the Cash Allowance Account on a regular basis and make any appropriate modifications to ensure its efficient operation. (c) Project Co shall provide monthly reports to the Contracting Authority Representative that include the following information: : (i) itemized and aggregate amounts committed to date for all Cash Allowance Items; ; (ii) itemized and aggregate amounts spent to date for all Cash Allowance Items; and and (iii) the projected cost of each remaining Cash Allowance Item and the projected effect of such costs on the Cash Allowance Account. (d) In addition to the monthly reports described in Section 3.2(c), Project Co shall, on a monthly basis, provide to the Contracting Authority Representative a request for payment approval (each, a “Request for Payment Approval”) that includes the following information: details of all vendor or Project Co Party invoices that are due for payment that month, including relevant supporting documentation; evidence that the commitment by Project Co to purchase the Cash Allowance Items has been approved by Contracting Authority; and any discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items. (e) Contracting Authority shall, within 10 Business Days of receipt of a Request for Payment Approval, advise Project Co, in writing, whether or not payment of the invoices set out in such Request for Payment Approval is approved. Contracting Authority shall only be permitted to withhold its approval if Contracting Authority determines that the Request for Payment Approval does not contain the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2. If Contracting Authority withholds its approval pursuant to this Section 3.2(e) and subsequently receives the information that Contracting Authority requires, acting reasonably, to discharge its obligations under this Section 3.2, it shall, within 10 Business Days of its receipt of such information, provide to Project Co, in writing, Contracting Authority's approval for the invoices set out in the aforementioned Request for Payment Approval. (f) If Contracting Authority approves the payment of the invoices set out in a Request for Payment Approval, Project Co shall make payment to the relevant vendors or each Project Co Party from the Cash Allowance Account. (g) Project Co acknowledges and agrees that: neither it, nor any Project Co Party, shall be entitled to any mark-ups for profit, overhead or other costs associated with the Cash Allowance Items; all discounts, rebates, refunds, chargebacks, credits, price adjustments and other allowances available to Project Co in connection with the Cash Allowance Items shall be attributed solely to and shall benefit the pricing of the Cash Allowance Items; all costs and expenses related to the administration of the Cash Allowance Account, including the preparation of Requests for Payment Approval and any required reporting, shall be borne by Project Co and shall not be charged to the Cash Allowance Account; and the Cash Allowance Amount will be deposited and the Cash Allowance Account will be managed in accordance with the Works Schedule and any costs, expenses or delays related to funding or managing the Cash Allowance Account are the responsibility of Project Co.