Completion of the Project. (a) Upon the receipt by the Trustee of a certificate of an Authorized Officer of the Company to the effect that the Project has been completed, any balance remaining in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion shall be in writing and filed by the Company with the Authority and the Trustee prior to the application of any such amount. From time to time as the proper disposition of the amounts retained in the Construction Fund shall be determined, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts in the Debt Service Fund to be applied as aforesaid. Until such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counsel. (b) In the event that the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund. (c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund. (d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 2 contracts
Samples: Loan and Trust Agreement (Teco Energy Inc), Loan and Trust Agreement (Tampa Electric Co)
Completion of the Project. (aA) Upon The Borrower agrees that it will undertake and complete the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.
(B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Company Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project has been completed, any balance remaining Fund in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and connection therewith will not cause the interest on any of the Bonds to become be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion.
(C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes then and charges payable in effect, which opinion connection with any of the foregoing. Such costs and all other costs of the Project shall be in writing and filed paid by the Company Borrower in the manner and to the extent provided in the Indenture.
(D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the application undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.
(F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) Upon the proper disposition occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts it deems appropriate in the Debt Service Fund circumstances, either separately or in conjunction with others, to be applied as aforesaid. Until exhaust the remedies of the Borrower against any such time as contractor or subcontractor or supplier for the proceeds remaining in the Construction Fund are applied as set forth above, performance of such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counselcontract.
(bH) In The Borrower will have good and marketable title in fee simple to the event that Project Realty to be owned by it subject only to Permitted Encumbrances, sufficient for the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 purposes of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 2 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
Completion of the Project. (aA) Upon The Borrower agrees that it will undertake and complete the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.
(B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Company Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project has been completed, any balance remaining Fund in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and connection therewith will not cause the interest on any of the Bonds to become be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion.
(C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes then and charges payable in effect, which opinion connection with any of the foregoing. Such costs and all other costs of the Project shall be in writing and filed paid by the Company Borrower in the manner and to the extent provided in the Indenture.
(D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the application undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.
(F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) Upon the proper disposition occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts it deems appropriate in the Debt Service Fund circumstances, either separately or in conjunction with others, to be applied as aforesaid. Until such time as exhaust the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counsel.
(b) In the event that the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction remedies of the Company, deposit in Borrower against any such contractor or subcontractor or supplier for the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fundperformance of such contract.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 2 contracts
Samples: Loan Agreement (Connecticut Water Service Inc / Ct), Loan Agreement (Connecticut Water Service Inc / Ct)
Completion of the Project. (aA) Upon The Borrower agrees that it will undertake and complete the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower’s application for assistance to the Authority and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.
(B) The Borrower may modify, alter and amend the plans for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Company Project as water facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of Bond Counsel to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project has been completed, any balance remaining Fund in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and connection therewith will not cause the interest on any of the Bonds to become be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion.
(C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes then and charges payable in effect, which opinion connection with any of the foregoing. Such costs and all other costs of the Project shall be in writing and filed paid by the Company Borrower in the manner and to the extent provided in the Indenture.
(D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project, or cause the Project to be completed, with all reasonable dispatch. If for any reason the completion of such work is delayed, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(E) The Borrower has obtained or shall obtain all necessary material approvals from any and all governmental agencies requisite to the application undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all material required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.
(F) The Borrower covenants that it will take, or cause to be taken, such action and institute such proceedings within its power and authority as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) Upon the proper disposition occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that it deems appropriate in the circumstances, either separately or in conjunction with others, to exhaust the remedies of the Borrower against any such amounts are not contractor or subcontractor or supplier for the performance of such contract. (H) The Borrower will have good and marketable title in fee simple to the Project Realty to be paid out owned by it subject only to Permitted Encumbrances, sufficient for the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts in the Debt Service Fund to be applied as aforesaid. Until such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counsel.
(b) In the event that the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 purposes of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 1 contract
Samples: Loan Agreement (Connecticut Water Service Inc / Ct)
Completion of the Project. (a) Upon the receipt by the Trustee of a certificate of an Authorized Officer of the Company to the effect that the Project has been completed, any balance remaining in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion shall be in writing and filed by the Company with the Authority and the Trustee prior to the application of any such amount. From time to time as the proper disposition of the amounts retained in If the Construction Fund shall be determinedinsufficient to pay fully all sums required to construct the Plant and purchase all items of Leased Equipment, the Company shall be obligated to complete the construction and acquisition of the Project without interruption, at its own expense and the Company shall pay any such deficiency by making payments directly to the extent that construction contractor or contractors and to the suppliers of materials, machinery and equipment as the same shall become due, and the Company shall save the Board whole and harmless from any obligation to pay such amounts are deficiency. The Company shall not by reason of the payment of such excess costs from its own funds be entitled to any diminution in the payment of the rents hereunder. Should the Company fail to comply with the foregoing provisions of this section, the Board shall have any one or more of the following remedies:
(a) The Trustee shall be paid out by the Trustee pursuant entitled to Section 404 hereof, upon notification retain all payments made as rent under this Lease Agreement by the Company, and the Company shall be obligated to pay to the Trustee shall deposit such amounts in the Debt Service Fund rental payments as they become due as liquidated damages, subject, however, to be applied as aforesaid. Until such time as a credit for the net proceeds remaining in which the Construction Fund are applied as set forth aboveTrustee may receive from the sale of the Project or any part thereof, such proceeds shall not be invested at a yield which exceeds or from the yield on lease or sublease of the BondsProject or any part thereof to others than the Company herein, except to during and for the extent approved in an opinion unexpired term of Bond Counsel.this Lease Agreement; or
(b) In The Board may take possession of the event that Lease Realty and complete the Company exercises an option under this Agreement to effect Project at the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction expense of the Company, deposit in which expense with six per cent interest and a reasonable attorney's fee, if the Debt Service Fundservices of an attorney are required for the collection thereof, on the date the prepayment is made, any balance remaining in the Construction Fund.Company hereby agrees to pay; or
(c) If the principal of all outstanding Bonds shall have become due The Board may terminate this Lease Agreement and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fundsue xxx damages for breach thereof.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 1 contract
Samples: Lease Agreement (Quanex Corp)
Completion of the Project. (aA) Upon The Borrower agrees that it will undertake and complete the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Company Borrower, and that it will cause such improvements to be made to the effect that Project Realty as are necessary for the Project has been completed, any balance remaining operation thereof in the Construction Fund manner herein provided.
(other than amounts retained by B) The Borrower affirms that it shall bear all of the Trustee to pay costs not then due and payable or for which the liability for payment is expenses in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent connection with the provisions preparation of the Act as it shall then be Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in effect connection therewith and not cause the interest on their filing and recording, if required, and all taxes and charges payable in connection with any of the Bonds to become subject to federal income taxes then in effect, which opinion foregoing. Such costs and all other costs of the Project shall be paid from the Project Fund in writing the manner and filed by to the Company extent provided in the Indenture.
(C) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower shall complete the Project with all reasonable dispatch, but not later than December 31, 1999. If for any reason the completion of such work does not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(D) The Borrower shall obtain all necessary approvals from any and all governmental agencies requisite to the application completion of the Project and in compliance with all State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby.
(E) [Reserved].
(F) The Borrower covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) In the proper disposition event of default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts it deems appropriate in the Debt Service Fund circumstances, either separately or in conjunction with others, to be applied as aforesaid. Until exhaust the remedies of the Borrower against the contractor or subcontractor or supplier so in default and against each surety for the performance of such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counselcontract.
(bH) In Any proceeds of the event that title insurance maintained by the Company exercises an option under this Agreement Borrower shall be paid to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith for deposit in the Debt Service Fund any balance remaining and credited to the Redemption Account except to the extent that such proceeds shall be applied to remedy the defect in title if the Construction FundBorrower so requests and such proceeds are sufficient with other amounts made available by the Borrower to remedy the defect.
(dI) If The Borrower shall maintain or cause to be maintained builder's risk (or equivalent coverage) insurance upon any acceleration work done or materials furnished under construction contracts except excavations, foundations and any other structures not customarily covered by such insurance. The policies shall be rescinded issued by responsible companies qualified to do business in accordance with Section 902 hereofConnecticut and shall be written in completed value form for one hundred percent (100%) of the insurable value of the contract in the names of the Borrower, the Trustee Trustee, the contractor and subcontractors as their interests may appear. Such coverage shall transfer from be on an all risk form approved by the Debt Service Fund Borrower and not unsatisfactory to the Construction Fund an amount, not Trustee and shall include flood coverage if economically available. The occupancy restriction shall be removed as of policy inception. Transportation insurance shall be included in a sufficient amount to exceed protect the balance then interests of the Borrower and the contractor for loss of goods in transit to the credit Project site. During the period of any construction, the Borrower shall also maintain or cause to be maintained:
(1) worker's compensation insurance and employer's liability insurance underwritten by responsible companies qualified to do business in Connecticut, covering all employees of contractors and subcontractors in amounts required by law;
(2) public liability insurance, on an occurrence basis, insuring the Borrower and the Trustee as additional insureds, in an amount not less than $1,000,000 combined single limit, such policy to cover premises and operations, independent contractors and products and completed operations, to be endorsed with a broad form comprehensive general liability endorsement or its equivalent including at least personal injury and broad form property damage coverage, provided that the contractor shall maintain completed operations coverage for at least one year after completion of the Debt Service FundProject;
(3) automobile liability insurance covering owned, equal non-owned and hired automobiles in an amount not less than $1,000,000 combined single limit; and
(4) in addition to the above, until completion of the Project, the contractor shall maintain an umbrella liability policy in the amount previously transferred pursuant to clause of $5,000,000 applying in excess of the employers liability, comprehensive general liability (cincluding endorsements) of this Section 406 from the Construction Fund to the Debt Service Fundand automobile liability insurance required.
Appears in 1 contract
Completion of the Project. (a) Upon If moneys representing proceeds of the receipt Bonds shall be insufficient to pay fully all sums required to complete the Project, the Company shall be obligated to complete the acquisition, construction and equipping of the Project at its own expense and the Company shall pay any such deficiency either by making payments directly to the construction contractor or contractors or the suppliers of materials and equipment or by paying into the Construction Fund the moneys necessary to complete the Project, in which case the IDB will proceed to complete the Project and the cost thereof will be paid from the Construction Fund. The Company shall save the IDB whole and harmless from any obligation to pay any amount in excess of the money available therefor in the Construction Fund. The Company shall not by reason of the payment of such excess costs from its own funds (whether by direct payment thereof or payment into the Construction Fund) be entitled to any diminution in the payment of Rentals hereunder.
(b) The Company shall on behalf of the IDB notify the Trustee of the Completion Date of the Project by a certificate of an Authorized Officer signed by the Project Supervisor stating:
(i) the date on which the acquisition, construction and equipping of the Project were substantially completed (the “Completion Date”);
(ii) that all other facilities necessary in connection with the Project have been acquired, constructed, improved and equipped;
(iii) that the acquisition, construction, improvement and equipping of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, buildings, environmental and other similar governmental regulations;
(iv) that all costs of that acquisition, construction, improvement and equipping then or theretofore due and payable have been paid; and
(v) the amounts (if any) which the Trustee shall retain in the Construction Fund for the payment of Project Costs not yet due or for liabilities which the Company is contesting or which otherwise should be retained. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. The IDB and the Company will cooperate one with the other in causing such certificate to be furnished to the effect that the Project has been completed, any balance Trustee.
(c) Any moneys remaining in the Construction Fund (after the Completion Date, other than amounts retained by specified pursuant to clause (v) of subsection (b) of this Section 4.5, shall, at the Trustee to pay costs not then due and payable or for which direction of the liability for payment is in dispute) shall Project Supervisor, promptly be (i) used to acquire, construct, install, equip or improve such additional real or personal property in connection with the Project as is designated by the Project Supervisor and the acquisition, construction, installation, equipment and improvement of which will be permitted under the Act and the Code; (ii) paid into the Bond Fund to be applied to the redemption of IDB Bonds at the earliest date permitted by this Agreement or (ii) applied to in accordance with their terms and, until such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion shall be in writing and filed by the Company with the Authority and the Trustee prior to the application of any such amount. From time to time as the proper disposition of the amounts retained in the Construction Fund shall be determinedapplication, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts in the Debt Service Fund to be applied as aforesaid. Until such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested as provided in Section 5.7 hereof at a yield which exceeds not exceeding the yield on the IDB Bonds, except ; or (iii) applied to the extent approved in an opinion of Bond Counsel.
(b) In the event that the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction any combination of the Company, deposit foregoing as is provided in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund that direction. Any direction to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 apply moneys from the Construction Fund pursuant to this subsection (c) shall be accompanied by a statement of the yield at which such moneys are to be invested and for what period and by a Non-Taxability Opinion with respect to such application and further opining to the Debt Service Fundeffect that such application is permitted under the Act.
Appears in 1 contract
Completion of the Project. (aA) Upon The Borrower agrees ------------------------- that it will undertake and complete or cause to be undertaken and completed the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Company Borrower and placed on file in the principal office of the Borrower and with the Trustee, and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.
(B) The Borrower may modify, alter and amend the plans and specifications for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as a water treatment facility under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of counsel acceptable to the Trustee to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project has been completed, any balance remaining Fund in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and connection therewith will not cause the interest on any of the Bonds to become be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion.
(C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes then and charges payable in effect, which opinion connection with any of the foregoing. Such costs and all other costs of the Project shall be in writing and filed paid by the Company Borrower in the manner and to the extent provided in the Indenture.
(D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project with all reasonable dispatch. If for any reason the completion of such work does not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(E) The Borrower has obtained or shall obtain all necessary approvals from any and all governmental agencies requisite to the application undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.
(F) The Borrower covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) Upon the proper disposition occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts it deems appropriate in the Debt Service Fund circumstances, either separately or in conjunction with others, to be applied as aforesaid. Until exhaust the remedies of the Borrower against each surety for the performance of such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counselcontract.
(bH) In The Borrower will have good and marketable title in fee simple to the event that Project Realty, subject only to Permitted Encumbrances, sufficient for the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 purposes of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 1 contract
Samples: Loan Agreement (Aquarion Co)
Completion of the Project. (a) Upon If moneys representing proceeds of the receipt Series 1996A Bonds shall be insufficient to pay fully all sums required to complete the Project, the Company shall be obligated to complete the acquisition, construction and equipping of the Project at its own expense and the Company shall pay any such deficiency either by making payments directly to the construction contractor or contractors or the suppliers of materials and equipment or by paying into the Construction Fund the moneys necessary to complete the Project, in which case the Issuer will proceed to complete the Project and the cost thereof will be paid from the Construction Fund. The Company shall save the Issuer whole and harmless from any obligation to pay any amount in excess of the money available therefor in the Construction Fund. The Company shall not by reason of the payment of such excess costs from its own funds (whether by direct payment thereof or payment into the Construction Fund) be entitled to any diminution in the payment of Rentals hereunder.
(b) The Company shall on behalf of the Issuer notify the Trustee of the Completion Date of the Project by a certificate of an Authorized Officer signed by the Project Supervisor stating:
(i) the date on which the acquisition, construction and equipping of the Project were substantially completed (the "Completion Date");
(ii) that all other facilities necessary in connection with the Project have been acquired, constructed, improved and equipped;
(iii) that the acquisition, construction, improvement and equipping of the Project and those other facilities have been accomplished in such a manner as to conform with all applicable zoning, planning, buildings, environmental and other similar governmental regulations;
(iv) that all costs of that acquisition, construction, improvement and equipping then or theretofore due and payable have been paid; and
(v) the amounts (if any) which the Trustee shall retain in the Construction Fund for the payment of Project Costs not yet due or for liabilities which the Company is contesting or which otherwise should be retained. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights against third parties which exist at the date of such certificate or which may subsequently come into being. The Issuer and the Company will cooperate one with the other in causing such certificate to be furnished to the effect that the Project has been completed, any balance Trustee.
(c) Any moneys remaining in the Construction Fund (after the Completion Date, other than amounts retained by specified pursuant to clause (v) of subsection (b) of this Section 4.5, shall, at the Trustee to pay costs not then due and payable or for which direction of the liability for payment is in dispute) shall Project Supervisor, promptly be (i) used to acquire, construct, install, equip or improve such additional real or personal property in connection with the Project as is designated by the Project Supervisor and the acquisition, construction, installation, equipment and improvement of which will be permitted under the Act and the Code; (ii) paid into the Bond Fund to be applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to in accordance with their terms and, until such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion shall be in writing and filed by the Company with the Authority and the Trustee prior to the application of any such amount. From time to time as the proper disposition of the amounts retained in the Construction Fund shall be determinedapplication, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts in the Debt Service Fund to be applied as aforesaid. Until such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested as provided in Section 5.7 hereof at a yield which exceeds not exceeding the yield on the Bonds, except ; or (iii) applied to the extent approved in an opinion of Bond Counsel.
(b) In the event that the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction any combination of the Company, deposit foregoing as is provided in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund that direction. Any direction to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 apply moneys from the Construction Fund pursuant to this subsection (c) shall be accompanied by a statement of the yield at which such moneys are to be invested and for what period and by a Non-Taxability Opinion with respect to such application and further opining to the Debt Service Fundeffect that such application is permitted under the Act.
Appears in 1 contract
Samples: Lease Agreement (Ocean Bio Chem Inc)
Completion of the Project. (aA) Upon The Borrower ------------------------- agrees that it will undertake and complete or cause to be undertaken and completed the receipt Project for the purposes and in the manner intended hereby and by the Trustee of a certificate of an Authorized Officer Borrower's application for assistance to the Authority and in accordance with the plans and specifications therefor which have been prepared by or on behalf of the Company Borrower and placed on file in the principal office of the Borrower and with the Trustee, and that it will cause such improvements to be made to the Project as are necessary for the operation thereof in the manner herein provided.
(B) The Borrower may modify, alter and amend the plans and specifications for the Project from time to time and at any time, provided that such modifications, alterations and amendments do not materially impair the operation of the Project as water treatment facilities under the Act and provided that no material modifications, alterations or amendments shall be made unless the Borrower shall have theretofore delivered to the Trustee an opinion of counsel acceptable to the Trustee to the effect that such amendment, modification or alteration and the expenditure of amounts from the Project has been completed, any balance remaining Fund in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with the provisions of the Act as it shall then be in effect and connection therewith will not cause the interest on any of the Bonds to become be subject to federal income taxation, together with any written representations or certifications of fact made by or on behalf of the Borrower upon which such counsel has relied in rendering such opinion.
(C) The Borrower affirms that it shall bear all of the costs and expenses in connection with the preparation of the Financing Documents and the Indenture, the preparation and delivery of any legal instruments and documents necessary in connection therewith and their filing and recording, if required, and all taxes then and charges payable in effect, which opinion connection with any of the foregoing. Such costs and all other costs of the Project shall be in writing and filed paid by the Company Borrower in the manner and to the extent provided in the Indenture.
(D) The Borrower hereby agrees that in order to effectuate the purposes of the Financing Documents, it will make, execute, acknowledge and deliver any contracts, orders, receipts, writings and instructions with any other persons, firms, or corporations and in general do all things which may be requisite or proper, all for the purpose of carrying out and completing the Project. The Borrower will use its best efforts to complete the Project with all reasonable dispatch. If for any reason the completion of such work does not occur within this period, there shall be no liability on the part of the Authority and no diminution in or postponement of the Trustee prior payments required in Section 3.1 hereof to be paid by the Borrower.
(E) The Borrower has obtained or shall obtain all necessary approvals from any and all governmental agencies requisite to the application undertaking and completion of the Project and in compliance with all federal, State and local laws, ordinances and regulations applicable thereto. Upon completion of the Project, the Borrower shall obtain all required permits and authorizations from appropriate authorities, if any be required, authorizing the operation and uses of the Project for the purposes contemplated hereby, where failure to obtain such approvals, permits and authorizations would have a material adverse effect on the transactions contemplated hereby.
(F) The Borrower covenants that it will take such action and institute such proceedings as shall be necessary to cause and require all contractors and material suppliers to complete their contracts diligently in accordance with the terms of the contracts, including, without limitation, the correcting of any such amount. From time to time as defective work.
(G) Upon the proper disposition occurrence of a default by any contractor or subcontractor or supplier under any contract made by it in connection with the amounts retained in Project, the Construction Fund shall be determinedBorrower will promptly proceed, to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification by the Company, the Trustee shall deposit such amounts it deems appropriate in the Debt Service Fund circumstances, either separately or in conjunction with others, to be applied as aforesaid. Until exhaust the remedies of the Borrower against each surety for the performance of such time as the proceeds remaining in the Construction Fund are applied as set forth above, such proceeds shall not be invested at a yield which exceeds the yield on the Bonds, except to the extent approved in an opinion of Bond Counselcontract.
(bH) In The Borrower will have good and marketable title in fee simple to the event that Project Realty, subject only to Permitted Encumbrances, sufficient for the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction of the Company, deposit in the Debt Service Fund, on the date the prepayment is made, any balance remaining in the Construction Fund.
(c) If the principal of all outstanding Bonds shall have become due and payable in accordance with Section 901 purposes of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fund.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 1 contract
Samples: Loan Agreement (Aquarion Co)
Completion of the Project. Bonds in the principal amount of $500,000, referred to in the mortgage as the "Additional Bonds" will not be sold and delivered except as required by, and subject to, the provisions of this section. In the event that for any reason the amount on deposit in the Construction Fund is insufficient to pay all costs of completing the Project, the Company shall nevertheless complete the Project without delay and pay all costs thereof in excess of the amount available therefor in the Construction Fund; and the Company may in such event, at its option, elect to have all or any part of the Additional Bonds (abut not exceeding an amount sufficient to produce monies required to pay the cost of completing the Project) Upon offered for sale and the receipt net sale proceeds (less interest to May 1, 1965) deposited in the Construction Fund. Such option may be exercised by the Company by notifying the Board and the Trustee in writing, on or before May 1, 1965, that it desires to have a specified amount of a certificate the Additional Bonds offered for sale. The Board and the Trustee will promptly take all action required to have the amount of Additional Bonds so designated offered for sale. In the event that any such Additional Bonds are issued and sold, the proceeds of the sale of such Additional Bonds (less the expenses of issuance and sale, which shall be paid therefrom, and an Authorized Officer amount equal to the interest to become due on such Additional Bonds to and including May 1, 1965, which shall be deposited in the Bond and Interest Fund provided in the Mortgage) shall be deposited in the Construction Fund. The Company may be reimbursed from the Construction Fund for all monies necessarily expended by the Company in the acquisition of the Project after the monies in the Construction Fund were exhausted and before the proceeds of the sale of the Additional Bonds were deposited in the Construction Fund. Any Bonds not sold and delivered on or before November 1, 1965, will be cancelled and will not thereafter be issued or reissued. The obligation of the Company to the effect that complete the Project has been completed, any balance remaining in the Construction Fund (other than amounts retained by the Trustee to pay costs not then due and payable or for which the liability for payment is in dispute) without delay shall be (i) applied to the redemption of Bonds at the earliest date permitted by this Agreement or (ii) applied to such other purposes as shall, in the opinion of Bond Counsel, not be inconsistent with contingent upon the provisions sale or delivery of the Act as it shall then be in effect and not cause the interest on any of the Bonds to become subject to federal income taxes then in effect, which opinion Additional Bonds; and the Company shall be obligated to continue the construction and acquisition of the Project without interruption, at its own expense, regardless of its notice to the Board and the Trustee, or any delay in writing and filed the sale or delivery of the Bonds or the inability of the Board to sell the same. The Company shall not by reason of the payment of such excess costs from its own funds be entitled to any diminution in the payment of the rents hereunder. Should the Company fail to comply with the Authority and foregoing provisions of this section, the Trustee prior to the application of Board shall have any such amount. From time to time as the proper disposition one or more of the amounts retained in the Construction Fund following remedies:
(a) The Trustee shall be determined, entitled to the extent that such amounts are not to be paid out by the Trustee pursuant to Section 404 hereof, upon notification retain all payments made as rent under this Lease Agreement by the Company, and the Company shall be obligated to pay to the Trustee shall deposit such amounts in the Debt Service Fund rental payments as they become due as liquidated damages, subject, however, to be applied as aforesaid. Until such time as a credit for the net proceeds remaining in which the Construction Fund are applied as set forth aboveTrustee may receive from the sale of the Project or any part thereof, such proceeds shall not be invested at a yield which exceeds or from the yield on lease or sublease of the BondsProject or any part thereof to others than the Company herein, except to during and for the extent approved in an opinion unexpired term of Bond Counsel.this Lease Agreement; or
(b) In The Board may take possession of the, Lease Realty and complete the event that Project at the Company exercises an option under this Agreement to effect the redemption of all the Bonds then outstanding, the Trustee shall, upon the written direction expense of the Company, deposit in which expense with six per cent interest and a reasonable attorney's fee, if the Debt Service Fundservices of an attorney are required for the collection thereof, on the date the prepayment is made, any balance remaining in the Construction Fund.Company hereby agrees to pay; or
(c) If the principal of all outstanding Bonds shall have become due The Board may terminate this Lease Agreement and payable in accordance with Section 901 of this Agreement, the Trustee shall forthwith deposit in the Debt Service Fund any balance remaining in the Construction Fundsue xxx damages for breach thereof.
(d) If any acceleration shall be rescinded in accordance with Section 902 hereof, the Trustee shall transfer from the Debt Service Fund to the Construction Fund an amount, not to exceed the balance then to the credit of the Debt Service Fund, equal to the amount previously transferred pursuant to clause (c) of this Section 406 from the Construction Fund to the Debt Service Fund.
Appears in 1 contract
Samples: Lease Agreement (Quanex Corp)
