Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.
Appears in 2 contracts
Samples: Financing Agreement (Casella Waste Systems Inc), Financing Agreement (Casella Waste Systems Inc)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority Issuer stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority Issuer makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.
Appears in 2 contracts
Samples: Loan Agreement (Casella Waste Systems Inc), Loan Agreement (Casella Waste Systems Inc)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, Company shall evidence the Completion Date by providing a certificate to the Trustee and the Authority Issuer a certificate of an Authorized Company Representative stating the Cost of the Project and further stating that the (i) construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for, and (ii) all other facilities necessary in connection with the Project have been acquired, constructed and installed in accordance with the plans and specifications and work orders therefor and all costs and expenses incurred in connection therewith have been paid. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently exist. All Moneys (including investment proceeds) remaining in the Construction Fund on the date of such certificate may be used, at the direction of an Authorized Company Representative, to the extent indicated, for transfer to the Bond Fund, but only if, and to the extent that, the Trustee has been furnished with an opinion of Bond Counsel to the effect that such transfer is permitted by the Act and does not adversely affect the exemption from federal income taxes of interest on any of the Bonds. Any moneys (including investment proceeds) remaining in the Construction Fund on the date of the aforesaid certificate and not transferred to the Bond Fund shall on such date be placed by the Trustee in a separate escrow account in the Construction Fund and used to pay all or part of the redemption price of Bonds on the redemption date or dates selected by the Company; provided that, until so used such moneys may also be used, at the direction of the Company, for one or more of the following purposes: (a) for the payment of the cost of any additional pollution control facilities, provided that prior to such use this Agreement is amended in accordance with Section 3.1 hereof to include such additional facilities within the definition of Project as used herein; (b) for any other purpose; provided that, no moneys on deposit in such escrow account may be used for any of the purposes specified in this paragraph unless and until the Company, at the Company's expense, causes Bond Counsel to deliver to the Trustee an opinion of Bond Counsel upon which the Trustee may rely to the effect that such use is permitted by the Act and does not adversely affect the exemption from federal income taxes of interest on any of the Bonds; and provided further that, until used for one or more of the foregoing purposes, moneys on deposit in the escrow account may be invested in investments authorized by Section 3.5 of this Agreement, but may not be invested to produce a yield on such moneys (computed from the Completion Date and taking into account any investment of such moneys during the period from the Completion Date until such moneys were deposited in such escrow account) greater than the yield on the Bonds, all as such terms are used in and determined in accordance with relevant provisions of the Code and regulations promulgated or proposed thereunder. In the event moneys remaining in the Project Construction Fund after at the Completion Date are used for the purpose specified in (other than moneys a) above, the provisions of this Agreement relating to provisional payments) and after payment or provision for payment of all other Costs in effect during the acquisition, construction and equipping of the Project have been provided for shall be transferred apply to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided thereinsuch additional facilities. In the event the moneys in the Project Construction Fund available for payment of the Costs Cost of the Project are or will should be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated thereof in this Agreementfull, the Company agrees to pay directly, or to deposit in the Project Construction Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Construction Fund. The Authority Issuer makes no express or implied warranty that the moneys deposited in the Project Construction Fund and available for payment of the Costs Cost of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs Cost of the Project. The Company agrees that if, after exhaustion of -8- the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.24.2 hereof.
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the The Completion Date by providing a certificate shall be evidenced to the Trustee and the Authority Bank by a certificate signed by the Authorized Company Representative, stating the Cost of the Project and stating that (i) the construction acquisition, construction, equipping and/or installation of the Project has been completed substantially in accordance with the plans., specifications and work orders therefor and all labor, services, materials and supplies used in such acquisition, construction, equipping and/or installation have been paid for, and (ii) all other facilities necessary in connection with the Project have been acquired, constructed, equipped and/or installed in accordance with the plans, specifications and work orders therefor, and all labor, services, materials costs and supplies used expenses incurred in connection therewith (other than costs and expenses for which the construction Company has withheld payment) have been paid paid. If the Company withholds the payment of any such cost or provided for. expense of the Project, the certificate shall state the amount of such withholding and the reason therefor, Notwithstanding the foregoing., such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently existcome into being. All moneys remaining It shall be the duty of the Company to cause such certificate to be furnished to the Trustee and the Bank promptly after the Project shall have been completed. Within ten (10) days of the delivery by the Authorized Company Representative of the certificate evidencing the Completion Date, the Trustee shall retain in the Project Acquisition and Construction Fund after a sum equal to the Completion Date (other than moneys relating to provisional payments) and after payment or provision amounts necessary for payment of all other Costs of the Project have not then due and payable or the liability for which the Company is contesting as set forth in said certificate, Any amount not so retained in the Acquisition and Construction Fund for such costs, and all amounts so retained but not subsequently used and for which notice of such failure of use has been provided for given by the Company to the Trustee, shall be transferred segregated by the Trustee and used by the Trustee, at the direction of the Authorized -Company Representative, (a) to redeem Bonds on the earliest redemption date permitted by the Indenture for which no prepayment premium or penalty pertains, or, at the option of the Company, at an earlier redemption date (provided that, in neither event shall such amounts be used to pay interest or premium on the Bonds in connection with such redemption), (b) to purchase Bonds on the open market (including Bonds subject to mandatory purchase) prior to such redemption date (provided that, if Bonds are purchased at an amount in excess of the principal amount thereof, the Company shall pay such excess out of other funds) for the purpose of cancellation, or (c) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the Surplus Account effect that such use is lawful under the Act and will not adversely affect the exclusion from federal income taxation of interest on any of the Bonds, Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by Section 3.5 hereof, but may not be invested, without an opinion of Bond Counsel to the effect that such investment will not adversely affect the exclusion from federal income taxation of interest on any of the Bonds, to produce a yield on such amount (computed from the Completion Date and taking into account any investment of such amount from the Completion Date) greater than the yield on the Bonds, computed in accordance with Section 3.3 applicable provisions of the Indenture Code and applied Regulations, The Issuer agrees to cooperate with the Trustee and take all required action necessary to redeem the Bonds or to accomplish any other purpose contemplated by this Section 3.4. To the extent that Revenue Procedure 79-5, as provided thereinamplified by Revenue Procedure 81-22, of the Internal Revenue Service is applicable to the Bonds, the Company agrees to comply therewith. In the event the moneys in the Project Acquisition and Construction Fund available for payment of the Costs Cost of the Project are or will should not be insufficient sufficient to pay the costs of acquisition, construction and installation of the Project as contemplated thereof in this Agreementfull, the Company agrees to pay directly, or to deposit in directly the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project as may be in excess of the moneys available for such purpose therefor in the Project Acquisition and Construction Fund. , The Authority makes no Issuer does not make any warranty, either express or implied warranty implied, that the moneys deposited in which will be paid into the Project Acquisition and Construction Fund and available for payment of the Costs of the Projectwhich, under the provisions of this Agreement, will be available for payment of a portion of the Cost of the Project, will be sufficient to pay all the amounts costs which may will be incurred for such Costs of the Project. in that connection, The Company agrees that if, if after exhaustion of the moneys in the Project Fund, Acquisition and Construction Fund the Company should pay, or deposit moneys in the Project Fund for the payment of, pay any portion of the Costs Cost of the Project pursuant to the provisions of this SectionSection 3.4, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the BondsBank, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.4.2 hereof or under the Note,
Appears in 1 contract
Samples: Loan Agreement (Lmi Aerospace Inc)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after The completion of the acquisition, construction and equipping of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate be evidenced to the Trustee by a certificate signed by the Company Representative stating such date (the "Completion Date") and the Authority cost of the Project and stating that (i) the acquisition, construction and equipping of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, therefor and all labor, services, materials and supplies used in the such acquisition, construction and equipping have been paid for (other than costs and expenses for which payment has been withheld), (ii) all other facilities necessary in connection with the Project have been constructed, acquired and installed in accordance with the plans, specifications and work orders therefor and all costs and expenses incurred in connection therewith (other than costs and expenses for which payment has been withheld) have been paid and (iii) (a) at least 95% of the costs previously disbursed and to be disbursed from the Construction Fund (including moneys to be disbursed in accordance with the next succeeding paragraph of this Section 3.6) are Qualified Costs of Construction (as defined in Section 3.5 above), (b) all costs disbursed from the Construction Fund are costs permitted by the Act, (c) no more than $155,000 of the moneys on deposit in the Construction Fund will be disbtirsed Or the payment of issuance cost within the meaning of the Code, and (d) none of the moneys in the Construction Fund will be disbursed for the payment of any costs incurred or paid prior to October 18,1995. The Company may withhold payment and direct the Trustee to retain in the Construction Fund an amount to pay any Cost of the Project which has been incurred; such retained moneys shall be disbursed after the Completion Date in the manner provided forherein and in the Indenture. If the Company withholds the payment of any such cost or expense of the Project the certificate shall state the amount of such withholding and the reason therefor. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may be subsequently existcome into being. All moneys It shall be the duty of the Company to cause such certificate to be furnished to the Trustee within 60 days after the Project shall have been completed. Moneys (including investment proceeds) remaining in the Project Construction Fund after on the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment date of all other Costs such certificate may be used, at the direction of the Project have been provided for shall be transferred Company Representative to the Surplus Account in accordance with Section 3.3 extent indicated, for one or more of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.following purposes:
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority Issuer stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority Issuer makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority (if so requested by the Authority) stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the The Completion Date by providing a certificate shall be evidenced to the Trustee and the Authority Bank by a certificate signed by the Authorized Company Representative, stating the Costs of the Project and stating that (i) the acquisition and construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, therefor and all labor, services, materials and supplies used in the such acquisition and construction have been paid for, and (ii) all other facilities necessary in connection with the Project have been acquired and constructed in accordance with the plans, specifications and work orders therefor, and all costs and expenses incurred in connection therewith (other than costs and expenses for which the Company has withheld payment) have been paid. If the Company withholds the payment of any such cost or provided forexpense of the Project, the certificate shall state the amount of such withholding and the reason therefor. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently existcome into being. All moneys remaining It shall be the duty of the Company to cause such certificate to be furnished to the Trustee and the Bank promptly after the Project shall have been completed. Within ten (10) days of the delivery by the Authorized Company Representative of the certificate evidencing the Completion Date, the Trustee shall retain in the Project Acquisition and Construction Fund after a sum equal to the Completion Date (other than moneys relating to provisional payments) and after payment or provision amounts necessary for payment of all other Costs of the Project have not then due and payable or the liability for which the Company is contesting as set forth in said certificate. Any amount not to be retained in the Acquisition and Construction Fund for such costs, and all amounts so retained but not subsequently used and for which notice of such failure of use has been provided for given by the Company to the Trustee, and all amounts on deposit in the Acquisition and Construction Fund if the Company determines that the Project will not be completed, shall be transferred segregated by the Trustee and used by the Trustee, at the direction of the Authorized Company Representative, within ninety (90) days of the Remedial Action Date for one of the following purposes: (a) to redeem Bonds prior to maturity on the earliest redemption date permitted by Section 7.4 hereof and the Indenture, or, at the option of the Company, at an earlier redemption date, (b) to purchase Bonds on the open market prior to such redemption date (provided, that, if Bonds are purchased in an amount in excess of the principal amount thereof, the Company shall pay such excess out of other funds) for the purpose of cancellation, or (c) for any other purpose, provided, that the Trustee is furnished with an opinion of Bond Counsel to the Surplus Account effect that such use is lawful under the Act and does not adversely affect the exclusion of interest on any of the Bonds from gross income of the owners thereof for federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by Section 3.5 hereof, but may not be invested, without an opinion of Bond Counsel to the effect that such investment does not adversely affect the exclusion of interest on any of the Bonds from gross income of the owners thereof for federal income tax purposes, to produce a yield on such amount (computed from the Completion Date and taking into account any investment of such amount from the Completion Date) greater than the yield on the Bonds, computed in accordance with Section 3.3 the applicable provisions of the Indenture Code and applied as provided thereinthe Regulations. The Issuer agrees to cooperate with the Trustee and take all required action necessary to redeem the Bonds or to accomplish any other purpose contemplated by this Section 3.4. Notwithstanding the foregoing to the contrary, the Company agrees to comply with Regulation 1.144-2 to the extent that such Regulation is applicable to the Bonds. In the event the moneys in the Project Acquisition and Construction Fund available for payment of the Costs of the Project are or will should not be insufficient sufficient to pay the costs of acquisition, construction and installation of the Project as contemplated thereof in this Agreementfull, the Company agrees to pay directly, or to deposit in directly the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project as may be in excess of the moneys available for such purpose therefor in the Project Acquisition and Construction Fund. The Authority makes no Issuer does not make any warranty, either express or implied warranty implied, that the moneys deposited in which will be paid into the Project Acquisition and Construction Fund and available for payment of the Costs of the Projectwhich, under the provisions of this Agreement, will be available for payment of a portion of the Costs of the Project, will be sufficient to pay all the amounts costs which may will be incurred for such Costs of the Projectin that connection. The Company agrees that if, if after exhaustion of the moneys in the Project Fund, Acquisition and Construction Fund the Company should pay, or deposit moneys in the Project Fund for the payment of, pay any portion of the Costs of the Project pursuant to the provisions of this SectionSection 3.4, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the BondsBank, nor shall it be entitled to any diminution of the amounts payable under Section 4.24.2 hereof or under the Note.
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the The Completion Date by providing a certificate shall be evidenced to the Trustee and the Authority Issuer by a certificate signed by the Authorized Company Representative stating the Completion Date and the Cost of the Project and stating that the (i) construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, therefor and all labor, services, materials and supplies used in the such construction have been paid for (other than costs and expenses for which payment has been withheld), (ii) all other facilities necessary in connection with the Project have been constructed, acquired and installed in accordance with the plans, specifications and work orders therefor and all costs and expenses incurred in connection therewith (other than costs and expenses for which payment has been withheld) have been paid and (iii) at least 95% of the costs previously disbursed and to be disbursed from the Construction Fund (including moneys to be disbursed in accordance with the next succeeding paragraph of this Section 3.4) are Qualified Costs of Construction, and all of such costs are costs permitted by the Act. The Company may withhold payment and direct the Trustee to retain in the Construction Fund an amount sufficient to pay any Cost of the Project which has been incurred; such retained moneys shall be disbursed after the Completion Date in the manner provided in Section 3.3 hereof. If the Company withholds the payment of any such cost or provided forexpense of the Project the certificate shall state the amount of such withholding and the reason therefor. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently existcome into being. All moneys It shall be the duty of the Company to cause such certificate to be furnished to the Trustee within 60 days after the Project shall have been completed. Moneys (including investment proceeds) remaining in the Project Construction Fund after on the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment date of all other Costs such certificate may be used, at the direction of the Project have been provided for shall be transferred Authorized Company Representative, to the Surplus Account in accordance with Section 3.3 extent indicated, for one or more of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.following purposes:
Appears in 1 contract
Samples: Lease Agreement (Griffith Micro Science International Inc)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable Promptly after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority (if so requested by the Authority) stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights requirements of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently existIndenture. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisition, construction and installation of the Project as contemplated in this Agreement, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Project. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee or from the holders of any of the Bonds, nor shall it be entitled to any diminution of the amounts payable under Section 4.2.
Appears in 1 contract
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction of the Project is completed, the Authorized Representative of the Company, on behalf of the Company, shall evidence the The Completion Date by providing a certificate shall be evidenced to the Trustee and the Authority Bank by a certificate signed by the Authorized Company Representative, stating the Costs of the Project and stating that (i) the acquisition, construction and installation of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, therefor and all labor, services, materials and supplies used in the such acquisition, construction and installation have been paid for, and (ii) all other facilities necessary in connection with the Project have been acquired, constructed and installed in accordance with the plans, specifications and work orders therefor, and all costs and expenses incurred in connection therewith (other than costs and expenses for which the Company has withheld payment) have been paid. If the Company withholds the payment of any such cost or provided forexpense of the Project, the certificate shall state the amount of such withholding and the reason therefor. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists exist at the date of such certificate or which may subsequently existcome into being. All moneys remaining It shall be the duty of the Company to cause such certificate to be furnished to the Trustee and the Bank promptly after the Project shall have been completed. Within ten (10) days of the delivery by the Authorized Company Representative of the certificate evidencing the Completion Date, the Trustee shall retain in the Project Acquisition and Construction Fund after a sum equal to the Completion Date (other than moneys relating to provisional payments) and after payment or provision amounts necessary for payment of all other Costs of the Project have not then due and payable or the liability for which the Company is contesting as set forth in said certificate. Any amount not to be retained in the Acquisition and Construction Fund for such costs, and all amounts so retained but not subsequently used and for which notice of such failure of use has been provided for given by the Company to the Trustee, shall be transferred segregated by the Trustee and used by the Trustee, at the direction of the Authorized Company Representative, (a) to redeem Series 1996-A Bonds prior to maturity on the earliest redemption date permitted by the Indenture for which no premium or penalty pertains, or, at the option of the Company, at an earlier redemption date, (b) to purchase Series 1996-A Bonds on the open market prior to such redemption date (provided, that, if Series 1996-A Bonds are purchased in an amount in excess of the principal amount thereof, the Company shall pay such excess out of other funds) for the purpose of cancellation, or (c) for any other purpose, provided, that the Trustee is furnished with a written approval of the Bank and an opinion of Bond Counsel to the Surplus Account effect that such use is lawful under the Act and will not adversely affect the exclusion of interest on any of the Series 1996-A Bonds from gross income of the owners thereof for Federal income tax purposes. Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by Section 3.5 hereof, but may not be invested, without an opinion of Bond Counsel to the effect that such investment will not adversely affect the exclusion of interest on any of the Series 1996-A Bonds from gross income of the owners thereof for Federal income tax purposes, to produce a yield on such amount (computed from the Completion Date and taking into account any investment of such amount from the Completion Date) greater than the yield on the Series 1996-A Bonds, computed in accordance with Section 3.3 the applicable provisions of the Indenture Code and applied the Regulations. The Issuer agrees to cooperate with the Trustee and take all required action necessary to redeem the Series 1996-A Bonds or to accomplish any other purpose contemplated by this Section 3.4. Notwithstanding the foregoing to the contrary, to the extent that Revenue Procedure 79-5, as provided thereinsupplemented by Revenue Procedure 81-22, of the Internal Revenue Service is applicable to the Series 1996-A Bonds, the Company agrees to comply with such Revenue Procedures. In the event the moneys in the Project Acquisition and Construction Fund available for payment of the Costs of the Project are or will should not be insufficient sufficient to pay the costs of acquisition, construction and installation of the Project as contemplated thereof in this Agreementfull, the Company agrees to pay directly, or to deposit in directly the Project Fund moneys sufficient to pay, any costs of completing the acquisition, construction and installation of the Project as may be in excess of the moneys available for such purpose therefor in the Project Acquisition and Construction Fund. The Authority makes no Issuer does not make any warranty, either express or implied warranty implied, that the moneys deposited in which will be paid into the Project Acquisition and Construction Fund and available for payment of the Costs of the Projectwhich, under the provisions of this Agreement, will be available for payment of a portion of the Costs of the Project, will be sufficient to pay all the amounts costs which may will be incurred for such Costs of the Projectin that connection. The Company agrees that if, if after exhaustion of the moneys in the Project Fund, Acquisition and Construction Fund the Company should pay, or deposit moneys in the Project Fund for the payment of, pay any portion of the Costs of the Project pursuant to the provisions of this SectionSection 3.4, it shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the BondsBank, nor shall it be entitled to any diminution of the amounts payable under Section 4.24.2 hereof or under the Note.
Appears in 1 contract
Samples: Loan Agreement (Exolon Esk Co)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction construction, acquisition, installation, equipping and improvement of the Project is completed, the an Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee and the Authority upon which the Trustee and the Authority may conclusively rely stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisitionconstruction, construction installation and installation equipping of the Project as contemplated in this Agreementfull, the Company agrees to pay directly, or to deposit in the Project Fund Fund, moneys sufficient to pay, pay any costs of completing the acquisitionconstruction, construction installation and installation equipping of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority makes no representation or warranty, express or implied warranty implied, that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Projectcosts. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it shall not be entitled to any reimbursement therefor from the Authority, from the Trustee Authority or from any funds on deposit under the holders of any of the BondsIndenture, nor shall it be entitled to any diminution of the amounts payable under Section 4.24.2 hereof.
Appears in 1 contract
Samples: Loan Agreement (CONSOL Energy Inc.)
Establishment of Completion Date; Obligation of Company to Complete. As soon as practicable after the construction construction, acquisition, installation, equipping and improvement of the Project is completed, the an Authorized Representative of the Company, on behalf of the Company, shall evidence the Completion Date by providing a certificate to the Trustee upon which the Trustee may conclusively rely and to the Authority Issuer (if so requested by the Issuer) stating that the construction of the Project has been completed substantially in accordance with the plans, specifications and work orders therefor, and all labor, services, materials and supplies used in the construction have been paid or provided for. Notwithstanding the foregoing, such certificate may state that it is given without prejudice to any rights of the Company against third parties for any claims or for the payment of any amount not then due and payable which exists at the date of such certificate or which may subsequently exist. All moneys remaining in the Project Fund after the Completion Date (other than moneys relating to provisional payments) and after payment or provision for payment of all other Costs of the Project have been provided for shall be transferred to the Surplus Account in accordance with Section 3.3 3.4 of the Indenture and applied as provided therein. In the event the moneys in the Project Fund available for payment of the Costs of the Project are or will be insufficient to pay the costs of acquisitionconstruction, construction installation and installation equipping of the Project as contemplated in this Agreementfull, the Company agrees to pay directly, or to deposit in the Project Fund moneys sufficient to pay, any costs of completing the acquisitionconstruction, construction installation and installation equipping of the Project in excess of the moneys available for such purpose in the Project Fund. The Authority Issuer makes no express or implied warranty that the moneys deposited in the Project Fund and available for payment of the Costs of the Project, under the provisions of this Agreement, will be sufficient to pay all the amounts which may be incurred for such Costs of the Projectcosts. The Company agrees that if, after exhaustion of the moneys in the Project Fund, the Company should pay, or deposit moneys in the Project Fund for the payment of, any portion of the Costs of the Project pursuant to the provisions of this Section, it they shall not be entitled to any reimbursement therefor from the AuthorityIssuer, from the Trustee or from the holders of any of the Bonds, nor shall it they be entitled to any diminution of the amounts payable under Section 4.24.2 hereof.
Appears in 1 contract
