Completion Account. On a Transfer Date, the Escrow Agent shall transfer, from the cash available in the Completion Account, to the Managing General Partner, an amount, certified in a certificate of a Responsible Officer of the Managing General Partner (which shall be delivered to GEPFC and the Owner Trustee together with copies of any invoices or other evidence of any such amounts so certified) and accompanied by a certificate of such Responsible Officer to the effect that no Special Event has occurred and is continuing, as being set forth in the Completion Budget and as being equal to the excess of (i) the Partnership's estimated amounts payable for the month commencing with such Transfer Date in respect of expenses set forth in the Completion Budget, over (ii) the amount of any funds previously transferred to the Managing General Partner pursuant to this Section 4.04 that remain unspent. On the date on which the Facility shall have been completed and all expenses required to be paid by the Managing General Partner or the Partnership and set forth in the Completion Budget shall have been paid, as certified by a certificate of a Responsible Officer of the Managing General Partner and accompanied by a certificate of such Responsible Officer to the effect that no Special Event shall have occurred and be continuing, the Escrow Agent shall transfer the balance of the Completion Account to the Revenue Account; provided however that $1,000,000 or, if less, the balance of the Completion Amount shall remain in the Completion Account until (x) Exxon and the Partnership shall have executed and recorded an amendment to the Site Lease Agreement setting forth the metes and bounds description of the easement between the two parcels of the Site on which the Project is located and (y) Chicago Title Insurance Company shall have issued an endorsement to the Partnership's title insurance policy insuring such easement.
Completion Account. 23 4.9 Peaker Collateralization Account................................... 23 4.10 Major Maintenance Reserve Account.................................. 24 4.11 Corporate Services Payment Account................................. 25 4.12
Completion Account. Account Funds in the Completion Account shall be used only (i) to make payments for the purpose of effectuating Completion of the Rockford II Project or the Bayou Cove Project or (ii) to pay for any costs, damages or other liabilities in connection with the Bayou Cove EPC Agreement (Electric Interconnection Facility). The Issuer may request disbursements of Account Funds from the Completion Account by submitting a Disbursement Request for such purpose to the Collateral Agent (with a copy to the Depositary Agent) at least 5 Business Days prior to the proposed date of the requested disbursements specifying the disbursements to be made. Upon receipt of such Disbursement Request ,the Collateral Agent shall direct the Depositary Agent to withdraw such Account Funds from the Completion Account to make the disbursements as and when specified in such Disbursement Request (and shall provide an executed copy of such Disbursement Request to the Depositary Agent as part of such direction) so long as no Issuer Event of Default has occurred and is continuing at the time the disbursements are made. The Collateral Agent shall direct the Depositary Agent to disburse Account Funds remaining on deposit in the Completion Account following the Completion of the Rockford II Project and the Bayou Cove Project to NRG Energy or any Affiliate thereof as directed by the Issuer.
Completion Account. 2.1 The Purchaser shall as soon as reasonably practicable and in any event within sixty (60) days after Completion prepare or procure the preparation of accounts for the Company in accordance with the provisions of this Schedule for the period from 1 April 2006 to the Completion Accounts Date. The Vendors shall supply promptly all such information and provide access to all such records and personnel as the Purchaser shall reasonably require for this purpose.
2.2 The Completion Accounts shall be prepared by the Purchaser in accordance with Accounting Practice and (subject thereto) and on the basis of the same accounting principles, policies and bases used in the preparation of the Audited Accounts (to the extent that the same are consistent with Accounting Practice) but subject to the requirements of Paragraph 2.3 in the format set out in Part 2 of this Schedule 7.
2.3 In preparing the Completion Accounts:
2.3.1 no value shall be attributed to goodwill or any other intangible asset;
2.3.2 an inventory of fixed assets will be taken and such fixed assets shall be included at the value at which they were included in the Audited Accounts (or if acquired or capitalised in the case of the MAPS software development costs after the Balance Sheet Date their cost) subject to depreciation on a pro rata basis at the rates used in the Audited Accounts and in each case less provisions for damage or impairment on the same basis used in preparing the Audited Accounts;
2.3.3 stock (not including stocks held by the Company under any Consignment Stock Agreement which shall not be included in the Completion Accounts) shall be determined on the same basis as used in the Audited Accounts and provision will be made for unuseable unsaleable slow moving or deteriorated stock;
2.3.4 no value shall be attributed to any asset (including in particular any pre payment or debt) except to the extent that following Completion the Company will have the benefit of the same;
2.3.5 full provision shall be made for rebate or discount that will fall due and fees and commissions that will become payable after the Completion Accounts Date in either case in respect of sales or other transactions that took place before the Completion Accounts Date;
2.3.6 full provision shall be made in respect of all bonuses and other payments in favour of the directors or employees or former directors or employees;
2.3.7 full provision shall be made for any debts due in the ordinary course of trading outstanding an...
Completion Account. On a Transfer Date, the Security Agent shall transfer, from the cash available in the Completion Account, to the General Partner, an amount, certified in a certificate of a Responsible Officer of the General Partner (which shall be delivered to the Agent and the General Partner Term Lender, together with copies of any invoices or other evidence of any such amounts so certified) and accompanied by a certificate of such Responsible Officer of the General Partner to the effect that no Special Event or Event of Default has occurred and is continuing, equal to the excess of (i) the Partnership's estimated amounts payable pursuant to any category set forth in the Completion Budget, over (ii) the amount of any funds previously transferred to the General Partner pursuant to this Section 4.07 in respect of such category that remain unspent. On the date of completion of the Facility, unless a Special Event or an Event of Default shall have occurred and be continuing, as certified by a certificate of a Responsible Officer of the General Partner, if there shall be any funds remaining unspent in the Completion Account, such funds shall be applied by the General Partner to pay for capital expenditures set forth in the Operating Budget as certified by a certificate of a Responsible Officer of the General Partner.
Completion Account. (a) The Authority in the Trust Indenture shall provide for the establishment of the Completion Account.
(b) In the event either (i) any Requisition Certificate specifies a contract completion date later than 90 days after the Contract Completion Date or (ii) the Inspecting Architect or Engineer or a nationally recognized construction consultant or firm of consultants certifies to the Authority, the Educational Institution and the Trustee that the Facility cannot be completed within the available funds and/or cannot be completed within 90 days after the Contract Completion Date, then effective as of the date of such Requisition Certificate or the date of the Inspecting Architect’s or Engineer's or consultant’s certificate:
(1) the Trustee shall disburse only the following amounts approved in any Requisition Certificate: Delay from Amount to be Contract Completion Date Disbursed
(2) the remaining amount due under such Requisition Certificate shall be deposited by the Trustee in the Completion Account; and
(3) money in the Completion Account shall be disbursed only as provided in the Trust Indenture or this Agreement.
(c) In the event that the Educational Institution disputes the certificate of the Inspecting Architect or Engineer or consultant, the Educational Institution shall notify the Authority of the dispute in writing. Upon receipt of the notice, the Authority and the Educational Institution shall in good faith seek to agree within 10 days upon an independent consultant, who shall be retained at the expense of the Educational Institution. The independent consultant shall, within 20 days after retention, certify to the Educational Institution and the Authority a completion date for the Facility. Upon receipt of such certification, the Educational Institution shall notify the Trustee of the new completion date. In the event that the Authority and the Educational Institution cannot agree on the independent consultant within 10 days or the consultant, if retained, does not provide a new completion date within 20 days, the completion date established by the Inspecting Architect or Engineer or the consultant shall be the Contract Completion Date for this Agreement.
(d) The Educational Institution shall pay, from its own funds, the Authority's Facility Cost equal to any amounts deposited in the Completion Account pursuant to this Section.
(e) If the construction and acquisition of the Facility is subsequently recertified to be on, or ahead of, the original sc...
Completion Account. 9 SECTION 4.2 Revenue Account--Monthly Transfers After the Lease Closing Date 10 SECTION 4.3 Revenue Account--Quarterly Transfers After the Lease Closing Date 11 SECTION 4.4 Supplemental Rent 12 SECTION 4.5 Rent Reserve Account 13 SECTION 4.6 Operation and Maintenance Reserve Account 13 SECTION 4.7 Release of Excess Amounts 14 SECTION 4.8 Special Payment Account 14 SECTION 4.9 Partnership Security Account. 14 SECTION 4.10 Distribution Reserve Account 15 SECTION 4.11 Insurance and Condemnation Proceeds Account 15 SECTION 4.12 Warranty Maintenance Reserve Account 18 SECTION 4.13 Current Account 18 SECTION 4.14 Defaults 18 SECTION 4.15 Certain Payments 19 SECTION 4.16 Interest Hedging Account 19 SECTION 4.17 Delivery of Officer's Certificates; Timing of Payments 20 SECTION 4.18 Payments under Lease 20 SECTION 4.19 LOC Fee Account 20 ARTICLE V Investment 21 SECTION 5.1 Investment 21 ARTICLE VI Security Agent 22
SECTION 6.1 Rights, Duties, etc. 22 SECTION 6.2 Resignation or Removal 23 ARTICLE VII Determinations 24 SECTION 7.1 Value 24 SECTION 7.2 Other Determinations 24 SECTION 7.3 Sales of Permitted Investments 24 SECTION 7.4 Available Cash 25 ARTICLE VIII Representations and Warranties 25 SECTION 8.1 Representations 25 SECTION 8.2 Indemnification 25 ARTICLE IX Miscellaneous 25
SECTION 9.1 Fees and Indemnification of Security Agent 25 SECTION 9.2 Termination 26 SECTION 9.3 Severability 26 SECTION 9.4 Counterparts 26 SECTION 9.5 Amendments 26 SECTION 9.6 APPLICABLE LAW 26 SECTION 9.7 Notices 27 SECTION 9.8 Submission to Jurisdiction; Waivers 27 SECTION 9.9 Limited Liability 27 SECTION 9.10 WAIVERS OF JURY TRIAL 27 SECTION 9.11 Benefit of Agreement 27 SECTION 9.12 Certain Rights of Power Purchaser 28 SECTION 9.13 Countersignatures; Rights of Administrative Agent 28 ANNEX A Definitions SCHEDULES Schedule 1 Form of Project Certificate EXHIBITS Exhibit A Form of Certificate to be delivered pursuant to Section 4.1 Exhibit B Form of Certificate to be delivered pursuant to Section 4.4 Exhibit C Form of Certificate to be delivered pursuant to Section 4.5 Exhibit D Form of Certificate to be delivered pursuant to Section 4.6 Exhibit E Form of Certificate to be delivered pursuant to Section 4.7 Exhibit F Form of Certificate to be delivered pursuant to Section 4.9(b) Exhibit G Form of Certificate to be delivered pursuant to Section 4.12(a) AMENDED AND RESTATED SECURITY DEPOSIT AGREEMENT, dated as of December 18, 1996, among PANDA-BRANDYWINE, L.P., a Delaware limited partne...
Completion Account. Section 4.04 of the Security Deposit Agreement is hereby amended by deleting clause (i) of the first sentence thereof in its entirety and substituting, in lieu thereof, the following new clause (i):
Completion Account. 9 SECTION 3.10 Loss Proceeds Account...................................... 10 SECTION 3.11
Completion Account. The Security Agent shall pay Certified Construction Costs described in the Completion Budget on account of which amounts have been deposited in the Completion Account out of cash available in the Completion Account as such Certified Construction Costs become due and payable in the amounts and as set forth in Item 8 of the Project Certificate. Upon receipt of a certificate from the Independent Engineer, countersigned by a Responsible Officer of the Agent and the GE Capital Limited Partner, stating that the Project is complete and all items described in the Completion Budget have been completed in accordance with the Construction Contract, the Security Agent shall distribute all remaining amounts in the Completion Account directly to SECI in partial payment of the Success Fee.
