Construction Contract; Assignment Sample Clauses

Construction Contract; Assignment. Agent shall have received, upon request, a copy of the general construction contract (if any) and a copy of each Major Construction Document entered into by Construction Agent or by Construction Agent's general contractor, as the case may be. Prior to the first Advance under this Section 3.3 with respect to any Facility, Agent shall receive an assignment from Lessee in favor of Lessor of the general construction contract (if any) relating to such Facility and the Permits related thereto, in the form required by the Construction Agency Agreement, and either (i) attached thereto is the contractor's written consent to such assignment, in the form required by the Construction Agency Agreement, or (ii) included in such assignment is a certification of Lessee that the applicable general construction contract includes a provision in substance identical to such consent.
Sample 1
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Construction Contract; Assignment. Lessor and/or Agent shall have --------------------------------- received, upon request, a copy of the general construction contract (if any) and a copy of each Construction Document entered into by or on behalf of Construction Agent or by Construction Agent's general contractor, as the case may be. Prior to the first Advance under this Section with respect to the New Facility, Agent shall receive an assignment from Lessee and Sublessee in favor of Lessor of the general construction contract (if any) relating to the New Facility and the Permits related thereto, in the form required by the Construction Agency Agreement, and either (i) attached thereto is the contractor's written consent to such assignment, in the form required by the Construction Agency Agreement, or (ii) included in such assignment is a certification of Lessee and Sublessee that the applicable Construction Documents include a provision in substance identical to such consent.
Sample 1
Construction Contract; Assignment the assignment by Cal Dive to the Agent of the contract for the refurbishment of the SEA SORCERESS between Cal Dive and Bender Shipyards or a successor shipyard in form and substance satisfaxxxxx to the Agent. Contract Right -- any right of a Person to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance. Credit Enhancements -- LC Guaranties and Letters of Credit issued by the Issuing Bank from time to time for Borrower's account in accordance with Section 2.5. Dated Assets -- as defined in Section 2.8. Dated Liabilities -- as defined in Section 2.8. Default -- an event or condition the occurrence of which would, with the lapse of time or the giving of notice, or both, become an Event of Default. Default Rate -- as defined in Section 3.1(b). Defaulting Lender -- as defined in Section 2.9. Distressed Auction Value -- of any Vessel, shall have the meaning customarily attributed to it in the equipment appraisal industry at the time of the valuation, less the estimated marshaling, reconditioning and sale expenses designed to maximize the resale value of such Vessel for a sale within six (6) months. The appraisal firm's valuation shall be made with or without physical inspection at the Agent's discretion. Distribution -- in respect of any corporation means and includes: (a) the payment of any dividends or other distributions on capital stock of the corporation (except distributions in such stock) and (b) the redemption or acquisition of its Securities unless made contemporaneously from the net proceeds of the sale of Securities; provided, however, that the acquisition of Securities by Cal Dive or Canyon arising out of the completion of the acquisition of Canyon by Cal Dive shall not be considered a Distribution. Dominion Account -- a special account of Agent established by Borrower pursuant to this Agreement at a bank selected by Borrower, but acceptable to Agent, and over which Agent shall have sole and exclusive access and control for withdrawal purposes. EBIT -- means, for any period, on a Consolidated basis, the sum of the amounts for such period, without duplication, of: (i) Net Income, plus (ii) charges against income for foreign, federal, state, and local taxes, to the extent deducted in computing Net Income, plus (iii) Interest Expense, plus (iv) extraordinary or non-recurring non-cash losses to the extent deducted in computing Net Income, minus (v) extraordinary o...
Sample 1
Construction Contract; Assignment. Administrative Agent shall have received, upon request, a copy of each Major Construction Document entered into by Construction Agent or by Construction Agent's general contractor, as the case may be. Prior to the first Advance under this Section 3.3, Administrative Agent shall receive an assignment from the Construction Agent in favor of Lessor of the general construction contract (if any) relating to such Facility and the Permits related thereto, in the form required by the Construction Agency Agreement, and either (i) attached thereto is the contractor's written consent to such assignment, in the form required by the Construction Agency Agreement, or (ii) included in such assignment is a certification of the Construction Agent that the applicable general construction contract includes a provision in substance identical to such consent.
Sample 1

Related to Construction Contract; Assignment

  • Construction Contract On each Borrowing Date, the Borrower shall have certified that all conditions and requirements under the Construction Contract required to be satisfied on such Borrowing Date, including in connection with the respective payment installments to be made to the Yard on such Borrowing Date, shall have been satisfied (including, but not limited to, the Borrower’s payment to the Yard of the portion of the payment installment on the Vessel that is not being financed with proceeds of the Loans), other than those that are not materially adverse to the Lenders, it being understood that any litigation between the Yard and the Parent and/or Borrower shall be deemed to be materially adverse to the Lenders.

  • Construction Contracts Lessee has entered into contracts with the Contractors or separate contracts with materialmen and laborers providing for the construction of the Improvements. Lessee will cause the Contractors to promptly furnish Lessor with the complete list of all Sub-contractors or entities as and when under contract, which Contractors propose to engage to furnish labor and/or materials in constructing the Improvements (such list containing the names, addresses, and amounts of such sub-contracts as written in excess individually of $5,000, and prior to disbursement of funds to or for the benefit of such Subcontractors, affidavits of authorized signatory and other documents commercially reasonably required by Title to insure that the Leased Premises remain lien free) and will from time to time furnish Lessor or Title with true copies of all Contracts entered into by Lessee and with the terms of all verbal agreements therefor, if any, and as to subcontractors, letters signed by sub-contractors whose contracts are in excess of $5,000 setting forth the present amount of their contract and the amounts remaining to be paid under that contract, if the same information is not stated on a lien waiver reflecting the most currently requested payment to such subcontractor.

  • Assignment of Contract Contractor shall not assign or otherwise transfer its rights under this Agreement, without the prior written consent of Client. Any attempt to make such an assignment without Client's consent shall be void. Client's consent shall not be reasonably withheld.

  • Lease Assignment To the best of Seller's knowledge, the ------------------ Tenant has not assigned its interest in the Lease or sublet any portion of the premises leased to the Tenant under the Lease.

  • Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Amendment; Assignment This Agreement may be amended, superseded, canceled, renewed or extended, and the terms hereof may be waived, only by a written instrument signed by authorized representatives of the parties or, in the case of a waiver, by an authorized representative of the party waiving compliance. No such written instrument shall be effective unless it expressly recites that it is intended to amend, supersede, cancel, renew or extend this Agreement or to waive compliance with one or more of the terms hereof, as the case may be. Except for the Management Stockholder’s right to assign his or her rights under Section 4(a) or the Company’s right to assign its rights under Section 4(b), no party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of the other parties hereto.

  • The Assignment On or prior to the Purchase Date, World Omni will execute and deliver the RPA Assignment.

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • ASSIGNMENT AND SUB-CONTRACTING 10.01 Except as provided in Section 10.03 below, neither this Agreement nor any rights or obligations hereunder may be assigned by either party without the written consent of the other party.

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