Flow Through Clause Samples
A Flow Through clause ensures that obligations, rights, or liabilities from one contract are passed down to another party, typically in a subcontracting arrangement. For example, if a main contractor is required to meet certain standards or deadlines under a primary contract, a Flow Through clause will require the subcontractor to adhere to those same standards or deadlines. This mechanism maintains consistency and compliance throughout the contractual chain, preventing gaps in responsibility and ensuring that all parties are held to the same requirements.
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Flow Through. Construction Manager shall ensure notice of Owner’s audit rights is provided to its subcontractors, suppliers and any other vendor providing services or materials for the Project and shall ensure that each agreement it enters into pursuant hereto includes the provisions of this Article 13. The audit of a subcontractor’s costs will not include the base bid subcontract work performed under their initial lump sum subcontract, except verification of initial bid amount vs contract amount. Any change in cost, added and/or removed scope, from the initial lump sum base bid will be subject to audit, including change order work.
Flow Through. Professional shall incorporate the terms of this Agreement in all agreements with its consultants for this Project.
Flow Through. (a) Upon issue, the Unit Shares will be “flow-through shares” as defined in subsection 66(15) of the Tax Act and subsection 359.1 of the Quebec Taxation Act and are not and will not be “prescribed shares” within the meaning of section 6202.1 of the regulations to the Tax Actand section 359.1R4 of the Regulations of the Quebec Tax Act.
(b) The Issuer is a “principal-business corporation” as defined in subsection 66(15) of the Tax Act and will continue to be a “principal- business corporation” until such time as all of the Qualifying Expenditures required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act.
(c) The Issuer is a “development corporation” as defined in section 363 of the Quebec Tax Act and a “qualified corporation” as defined in sections 726.4.15 and 726.4.17.7 of the Quebec Tax Act until such time as all of the Qualifying Expenditures required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Quebec Tax Act.
(d) To the best of its knowledge, being the actual knowledge of its directors and senior officers after due enquiry, the Issuer has no reason to believe that it will be unable to incur, on or after the Closing and on or before the Termination Date or that it will be unable to renounce to the Subscriber (or the Purchaser for whom the Subscriber is acting, if any) effective on or before December 31, 2024, Qualifying Expenditures in an aggregate amount equal to the Subscription Amount and the Issuer has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Actor subsection 359.15 of the Quebec Tax Act.
(e) The Issuer hereby agrees to incur Qualifying Expenditures in an amount equal to the Subscription Amount on or before the Termination Date in accordance with this Subscription Agreement and agrees to renounce to the Subscriber (or the Purchaser for whom the Subscriber is acting, if any), with an effective date no later than December 31, 2024, pursuant to subsection 66(12.6) of the Tax Act, Qualifying Expenditures in an amount equal to the Subscription Amount.
(f) The Issuer shall deliver to the Subscriber (or the Purchaser for whom the Subscriber is acting, if any), on or before March 1, 2025, the relevant prescribed forms, fully completed and executed, renouncing to the Subscriber (or the Purchaser for whom the Subscriber is acting, if any) Qualifying Expenditures in an amount equal ...
Flow Through. Contractor represents, warrants and covenants to Owner that all of its agreements with subcontractors, vendors, consultants, and all other persons and entities providing services, materials or equipment in
Flow Through. Construction Manager shall incorporate the substance of this Article 14 in all subcontracts under this Agreement.
Flow Through. Contractor shall ensure notice of Owner’s audit rights is provided to its subcontractors, suppliers and any other vendor providing services or materials for the Project and shall ensure that each agreement it enters into pursuant hereto includes the provisions of this Article 14.
Flow Through. Contractor shall incorporate the substance of this Article 15 in all subcontracts under this Agreement.
Flow Through. Professional shall incorporate the substance of this Article 11 in all subcontracts under this Agreement.
Flow Through. The Contractor agrees to incorporate the substance of this Article in all subcontracts under this Agreement.
Flow Through. Consultant shall incorporate the substance of this Article 5 in all subcontracts under this Agreement.