Guaranteed Price and Adjustments.
(a) Project Co represents and warrants that the Guaranteed Price, exclusive of HST is $[REDACTED] and is equal to the sum of the Cost of the Works and the Cost of the Financing. The Cost of the Works and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted once, on or within the 2 Business Days immediately prior to Financial Close, on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as compared to the Interest Reference Rate as at the Financial Submission Deadline.
(c) The Parties:
(i) acknowledge that the Project Debt Interest Cost is a component of the Cost of the Financing and that the Project Debt Interest Cost is subject to adjustment under Section 3.1(b) as at the date set out in Section 3.1(b); and
(ii) acknowledge and agree that subject to adjustments made in accordance with the provisions of this Project Agreement, the final Guaranteed Price shall be determined on the basis of such final adjusted Cost of the Financing and the final adjusted Cost of the Works as of the date set out in Section 3.1(b).
(d) Subject to the provisions of Section 3.1(c), the Parties agree that the Guaranteed Price will not be subject to adjustment despite changes in the Works, unless such changes in the Works arise pursuant to a Variation Confirmation. The Parties further agree that the Guaranteed Price will only be adjusted where the Project Agreement specifically and expressly refers to an adjustment to the Guaranteed Price, and no claim for an adjustment to the Guaranteed Price on any legal or equitable basis outside of the specific and express rights to an adjustment of the Guaranteed Price set out in the Project Agreement will be allowed. In order to be effective, any permitted adjustment to the Guaranteed Price must be provided for in a Variation Confirmation under Schedule 22 – Variation Procedure.
Guaranteed Price and Adjustments. (a) The Guaranteed Price hereunder, excluding Value Added Tax, shall be the Guaranteed Price under the Project Agreement less the Cost of the Financing as set out in Schedule 8 to the Project Agreement.
(b) The Guaranteed Price hereunder will not be subject to adjustment despite changes in the Construction Work, unless such changes in the Construction Work constitute a Change in the Scope of the Construction Work. The parties further agree that the Guaranteed Price hereunder will only be adjusted where the Contract Documents specifically and expressly refer to an adjustment to the Guaranteed Price hereunder, and no claim for an adjustment to the Guaranteed Price hereunder on any legal or equitable basis outside of this specific and express right to an adjustment of the Guaranteed Price hereunder set out in the Contract Documents will be allowed. In order to be effective, any permitted adjustment to the Guaranteed Price hereunder must be provided for in a Change Order under Schedule 11 – Change Procedure, of the Project Agreement, which Schedule has been incorporated herein pursuant to Section 1.1(b) hereof.
(c) The provisions of Section 3.2 of the Project Agreement shall apply mutatis mutandis and without duplication to this Construction Contract, with the intent that only the cash allowances permitted under the Project Agreement (including expenditures, excesses, deficits and surpluses) shall be permitted hereunder.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price is $1,367,779,574, and is equal to the sum of the Cost of the Works and the Cost of the Financing. The Cost of the Works and the Cost of the Financing are as set out in the Financial Model. For clarity, the Guaranteed Price includes the Not-In-Contract Equipment Fee.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted once on, or within the 2 Business Days immediately prior to, Financial Close on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as compared to the Interest Reference Rate as at the Financial Submission Deadline.
(c) The Parties:
(i) acknowledge that the Project Debt Interest Cost is a component of the Cost of the Financing and that the Project Debt Interest Cost is subject to adjustment under Section 3.1(b) as at the date set out in Section 3.1(b); and
(ii) acknowledge and agree that subject to adjustments made in accordance with the provisions of this Project Agreement, the final Guaranteed Price shall be determined on the basis of such final adjusted Cost of the Financing and the final adjusted Cost of the Works as of the date set out in Section 3.1(b).
(d) Subject to the provisions of Section 3.1(c), the Parties agree that the Guaranteed Price will not be subject to adjustment despite changes in the Works, unless such changes in the Works arise pursuant to a Variation Confirmation. The Parties further agree that the Guaranteed Price will only be adjusted where the Project Agreement specifically and expressly refers to an adjustment to the Guaranteed Price, and no claim for an adjustment to the Guaranteed Price on any legal or equitable basis outside of the specific and express rights to an adjustment of the Guaranteed Price set out in the Project Agreement will be allowed. In order to be effective, any permitted adjustment to the Guaranteed Price must be provided for in a Variation Confirmation under Schedule 22 – Variation Procedure.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of Value Added Tax, is $ [66,292,782 as adjusted at Financial Close] and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted 1 Business Day prior to the date of Financial Close on the basis of the actual cost increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as at the first Business Day prior to the date of Financial Close compared to the Interest Reference Rate as at the Submission Date.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of HST, is $187,102,400, and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted once on, or within the 2 Business Days immediately prior to, Financial Close on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as compared to the Interest Reference Rate as at the Submission Date.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of Value Added Tax, is $112,133,752, and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted 2 Business Days prior to the date of Financial Close on the basis of the actual cost increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as at the second Business Day prior to the date of Financial Close compared to the Interest Reference Rate as at the Submission Date.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of HST, is [$200,164,006.00 after adjustment to the Interest Reference Rate in accordance with Section 3.1(b)], and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted once on, or within the 2 Business Days immediately prior to, Financial Close on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as compared to the Interest Reference Rate as at the Submission Date.
Guaranteed Price and Adjustments. 3.1 Guaranteed Price and Adjustments
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of Value Added Tax, is $91,513,787, and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Rate which in turn and in part is based on the Interest Reference Rate. The Project Debt Interest Cost will be adjusted one day immediately prior to Financial Close on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as at the date which is one day immediately prior to the date of Financial Close as compared to the Interest Reference Rate as at the Submission Date. If on the date that is 2 Business Days prior to Financial Close, Project Co and Owner mutually agree, acting reasonably, that the Interest Reference Rate cannot be fixed due to materially adverse conditions in the financial markets on such day, then Project Co and Owner may mutually agree in writing to postpone the adjustment of the Interest Reference Rate to a later specified date, provided that such later date shall be on or before the Financial Close Target Date.
Guaranteed Price and Adjustments. (a) Project Co represents and warrants that the Guaranteed Price, exclusive of Value Added Tax, is [$91,654,751 after adjustment to the Interest Reference Rate in accordance with Section 3.1(b)] and is equal to the sum of the Cost of the Work and the Cost of the Financing. The Cost of the Work and the Cost of the Financing are as set out in the Financial Model.
(b) Project Co represents and warrants that the Project Debt Interest Cost is based upon the Interest Reference Rate. The Project Debt Interest Cost will be adjusted once on, or within the 2 Business Days immediately prior to, Financial Close on the basis of the actual increase or decrease in the Project Debt Interest Cost resulting directly from any change upward or downward in the Interest Reference Rate as compared to the Interest Reference Rate as at the Submission Date.
