Guaranteed Maximum Price Contract; GMP Guaranty Sample Clauses

Guaranteed Maximum Price Contract; GMP Guaranty. (a) To enforce the Guaranteed Maximum Price Contract and the GMP Guaranty in a diligent and commercially reasonable manner, (b) to observe and perform in all material respects each and every term to be observed or performed by Borrower thereunder, (c) to do no act which would relieve General Contractor or GMP Guarantor from its obligations thereunder, (d) to not amend or make any “Change Orders” or “Field Directives” (as such terms are defined in the Guaranteed Maximum Price Contract; hereinafter, “Scope Changes”) under the Guaranteed Maximum Price Contract except as permitted under Section 7.11 hereof; (e) except to Agent for the benefit of Agent and Lenders, not to sell, convey, transfer, assign, alienate, mortgage, encumber, pledge, hypothecate, or transfer the Guaranteed Maximum Price Contract, the GMP Guaranty or any interest thereon (or, without the prior approval of Agent, permit the sale, conveyance, transfer, assignment, alienation, mortgaging, encumbrance, pledging, hypothecation, or transfer of the Guaranteed Maximum Price Contract by General Contractor or of the GMP Guaranty by the GMP Guarantor, or any interest in either), (f) not to terminate, suspend or cancel the Guaranteed Maximum Price Contract or the GMP Guaranty or waive any material provision thereof without the prior reasonable consent of Agent, provided that, Borrower may terminate or cancel the Guaranteed Maximum Price Contract if prior to or simultaneously with such termination or cancellation, Borrower shall have entered into a new construction management agreement with a construction manager with a guaranteed maximum price, which construction manager, agreement and price shall each be reasonably acceptable to Agent (and if reasonably requested by Agent, Borrower shall also obtain a guaranty of such agreement in form and substance, and from an entity, reasonably satisfactory to Agent) and (g) to notify Agent of any default thereunder promptly after obtaining Knowledge thereof and provide Agent with copies of all material notices delivered in connection therewith. Borrower shall from time to time, upon request by Agent, use diligent efforts to cause General Contractor to provide Agent and Construction Consultant with reports in regard to the status of construction of the Project, in such form and detail as reasonably requested by Agent. Promptly after Borrower’s receipt thereof, Borrower shall deliver to Agent copies of all trade contracts entered into by the General Contractor.
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Related to Guaranteed Maximum Price Contract; GMP Guaranty

  • Increase to Guaranteed Maximum Price Total increase per MCA Change Proposal Request No. CP-39 dated 16 May 2005, $49,832.

  • Prior Payment of Guaranteed Obligations In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

  • Contract Price The Owner agrees to pay the Contractor for the full and faithful performance of the Work, including all applicable taxes, and the Contractor agrees to accept such payment as full and just compensation therefor. The Work is to be done on a time and material basis as it is set forth in the “Scope of Work” referenced in Section 2 above, and the total estimated cost for the Work is ___________________________________________ DOLLARS AND __/100 ($________.__) (the “Contract Price”) in current funds subject to additions and deductions for changes and/or charges as may be agreed upon in writing pursuant to this Agreement.

  • Non-Guaranteed Elements From and after the Effective Date, the Ceding Company shall establish Non-Guaranteed Elements for the Business Reinsured in accordance with the Non-Guaranteed Element Policy. The Reinsurer may make recommendations to the Ceding Company and the Ceding Company shall fully consider such recommendations and shall not unreasonably reject any such recommendations that comply with the terms of the Business Reinsured, applicable law and applicable Actuarial Standards of Practice, however, the Ceding Company shall retain the ultimate authority to establish Non-Guaranteed Elements in accordance with the Non-Guaranteed Element Policy.

  • Definition of Guaranteed Obligations As used herein, the term “Guaranteed Obligations” means:

  • ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by both parties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty):

  • Obligations Guaranteed Subject to the provisions of this Article II, the Guarantor hereby fully, unconditionally and irrevocably guarantees (a) to each Holder of a Senior Note authenticated and delivered by the Trustee or Authenticating Agent, (i) the full and prompt payment of the principal of, and premium, if any, and interest on, and any Redemption Price with respect to, such Senior Note, when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise in accordance with the terms of such Senior Note and the Indenture and (ii) the full and prompt payment of interest on the overdue principal and interest, if any, on such Senior Note, at the rate specified in such Senior Note and to the extent lawful and (b) to the Trustee the full and prompt payment upon written demand therefor of all amounts due to it in accordance with the terms of the Indenture (collectively the “Guaranteed Obligation”). If for any reason the Company shall fail punctually to pay any such Guaranteed Obligation, the Guarantor hereby agrees to cause any such Guaranteed Obligation to be made punctually when, where and as the same shall become due and payable, whether at the stated maturity thereof, by acceleration, call for redemption or otherwise. All payments by the Guarantor hereunder shall be paid in lawful money of the United States of America. This Guarantee is unsecured and ranks equally in right of payment with all of the Guarantor’s existing and future senior indebtedness.

  • 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.

  • Guaranteed Indebtedness No Credit Party shall create, incur, assume or permit to exist any Guaranteed Indebtedness except (a) by endorsement of instruments or items of payment for deposit to the general account of any Credit Party, and (b) for Guaranteed Indebtedness incurred for the benefit of any other Credit Party if the primary obligation is expressly permitted by this Agreement.

  • Limitation on Guaranteed Obligations (a) Notwithstanding any provision herein contained to the contrary, each Guarantor’s liability hereunder shall be limited to an amount not to exceed as of any date of determination the greater of:

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