Completion Costs. Notwithstanding anything to the contrary herein, if Guarantor shall at any time default in the performance of, or disclaim, its obligations under Section 1 above, or if Lender shall elect, in its sole and absolute discretion, to demand payment of the Completion Costs (as hereinafter defined) by Guarantor, Guarantor shall, at Lender’s election and upon demand by Lender, pay to Lender an amount equal to the positive difference, if any, between: (x) the Completion Costs, and (y) the sum of the unfunded portions of the Building Loan and the Project Loan (specifically excluding, however, unfunded amounts of the Building Loan and the Project Loan that are budgeted for the payment of leasing commissions, tenant improvement allowances and tenant improvement work) and all Equity Deposits and School Cost Payments held by Lender and School Cost Payments anticipated to be made under the School Unit Purchase Agreement (collectively, the “Unfunded Construction Loan Proceeds”). As used herein, the term “Completion Costs” means all of Lender’s direct and indirect costs incurred or estimated to be incurred in connection with the Completion of the Construction Work as required of Borrower under the Master Loan Agreement, including, without being limited to, Hard Costs, Soft Costs and School Costs (and specifically including, without limitation: all costs estimated to be incurred to sell the School Unit and the Subdivided Residential Units; all real estate taxes, insurance premiums, Operating Expenses and interest on the Loan that would have become payable during the estimated construction period), all irrespective of the amounts set forth in the Approved Budget for each line item and irrespective of the absence of any particular item of direct or indirect costs from the Approved Budget and irrespective of whether Guarantor’s obligations under the Carry Guaranty have been terminated (but without duplication of amounts payable and actually paid by Guarantor under the Carry Guaranty). Following such demand by Lender for payment by Guarantor of the Completion Costs to Lender and the actual payment by Guarantor of the amount demanded by Lender in accordance with the provisions of this Section 2 (expressly including all amounts set forth in any Demand Notice in accordance with the provisions of subsection 3(a) hereof sent prior to such payment by Guarantor), Guarantor shall be deemed to have satisfied its obligations under Sections 1(a), 1(b) and 3(a) of this Guaranty. For the pu...
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 Deed to Secure Debt 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. 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 sometimxx xxferred 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. 20 Section 5.3
Completion Costs. (a) Seller shall be solely responsible for completing the Mt. Xxxxxxxx Facility and the Mt. Xxxxxxxx Completion Costs including, without limitation, any cost overruns that exceed the current budget for the Mt. Xxxxxxxx Facility to the extent that such Mt. Xxxxxxxx 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. Xxxxxxxx Facility. As used in this Article 5.2, "MT. XXXXXXXX COMPLETION COSTS" shall mean the actual costs, whether budgeted or not, associated with construction, testing and certification of the Mt. Xxxxxxxx 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. Xxxxxxxx Facility to Purchaser's reasonable satisfaction in accordance with the design and specifications for the Mt. Xxxxxxxx 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. Xxxxxxxx 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. Xxxxxxxx Facility that are not included in the specifications for the Mt. Xxxxxxxx Facility and that are not contemplated by the budget set forth in SCHEDULE 5.2(a).
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. Capital expenditures for completion costs made during fiscal year to date: $ ---------------------
Completion Costs. 23 Section 3.6 Cash Consideration........................................... 24 Section 3.7 Withdrawn Properties......................................... 24 Section 3.8 Management Contracts and Brokerage Business.................. 25 Section 3.9 Retained Amount.............................................. 26
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: Wilsxx & Xtrixxxxx xx hereby appointed by the parties as a neutral arbitrator (the "COMPLETION COST ARBITRATOR") of the Estimated Completion Costs; provided that if, for any reason, Wilsxx & Xtrixxxxx xx 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. 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
