Project Covenants Clause Samples
The Project Covenants clause sets out specific obligations and commitments that a party must adhere to throughout the duration of a project. These covenants typically require the party to perform certain actions, such as maintaining project standards, meeting deadlines, or complying with applicable laws and regulations. For example, a party may be required to provide regular progress reports or ensure that all necessary permits are obtained. The core function of this clause is to ensure ongoing compliance and accountability, thereby reducing the risk of project delays or failures.
Project Covenants. IPA covenants for the benefit of Purchaser and each of the other Purchasers that during the period beginning on the Effective Date and ending on the day prior to the Transition Date, it will comply with the provisions of the Original Power Sales Contracts relating to the acquisition, construction, maintenance and operation of the Project, including without limitation, the provisions of Section 44 of the Original Power Sales Contracts. IPA will also operate and maintain the Project in such a manner, and make such replacements and repairs thereto, as and to the extent necessary to keep the Project in at least as good a condition as IPA has agreed with the Original Purchasers to keep the Project pursuant to the Original Power Sales Contracts. It is the intention of the parties that this covenant obligate IPA to render the Project, as of the Transition Date, in as good a condition as it would be had IPA fully performed each of its operation, maintenance, repair and replacement obligations with respect to the Project under the Original Power Sales Contracts during the term thereof, but not impose upon IPA any duties or obligations with respect to the operation, maintenance, repair and replacement of the Project that are more extensive or onerous than, or that otherwise exceed the scope of, IPA’s duties and obligations with respect to such matters under the Original Power Sales Contracts.
Project Covenants. With respect to the Project, Borrower shall or shall cause the Contractors to, as applicable:
(a) Diligently construct and equip the Project to completion in accordance with the plans and specifications therefor that Lender has approved and not abandon construction.
(b) Provide evidence satisfactory to Lender of the availability of such sums as Lender may require if at any time Lender deems that the amount available to construct and equip the Project will not be sufficient to complete the Project in accordance with approved plans and specifications, to pay interest on the Bonds during the Construction Period and other sums due under the Borrower Documents, or to cover cost overruns, within 10 days after notice from Lender.
(c) Obtain Lender's prior written approval, which may be withheld in Lender's sole discretion, of any change in the approved plans and specifications for the Project that might adversely affect the value of the Project or result in cost overruns. Lender shall have a reasonable time period to evaluate requests for approval of any changes. In addition to giving its approval, Lender may require Borrower to deposit additional funds with Lender to cover anticipated increased costs resulting from the change.
(d) If Lender determines in good faith that any work or materials related to the Project do not conform to approved plans and specifications or are not in accordance with the requirements of this Agreement or the Construction Addendum, Borrower shall cause the work to be stopped at Lender's request, and Lender may withhold disbursements until the matter is corrected. Borrower shall promptly cause the work or materials to be corrected to Lender's satisfaction.
(e) At Lender's request, post signs on the Property to identify Lender as the Project lender.
(f) Maintain accounting records for the performance of the Project separate from Borrower's general accounting records, in order to facilitate the determination of costs incurred in connection with the Project and compliance with the Borrower Documents. Upon reasonable advance notice, Lender shall have access to and the right to examine all such records.
(g) Each time Borrower becomes aware of any change that would increase the total cost of the Project by more than $ [NEED HNB INPUT], or more than $ [NEED HNB INPUT] in the aggregate during any one-month period, then Borrower shall immediately notify Lender in writing. Lender may refuse to make any further disbursement of Loan Proceeds unless...
Project Covenants. Borrower agrees that from the date hereof and until final payment in full of the Obligations, unless Lender shall otherwise consent in writing, Borrower shall comply with the following: Loan to Cost Limitation. Total advances under the Construction Loan for all the Projects, in the aggregate, shall not exceed the lesser of seventy percent (70%) of the as-stabilized aggregate appraised value of all the Projects and eighty percent (80%) of all the developmental costs as shown on the then current Construction Budgets for all the Projects, in the aggregate. Construction Completion. Construction of a Project must be substantially complete, as evidenced by a certificate of occupancy on all buildings, by no later than 12 months after the initial Construction Loan advance for a Project. Secondary Financing. Secondary financing is not permitted on any Property. Primary Banking Accounts. Borrower shall establish a primary Construction Loan disbursement account with Lender. Additionally, Borrower shall establish all other banking accounts related to each Project with Lender.
Project Covenants. In addition to the representations and obligations of the Company set forth elsewhere in this Agreement, the Registration Rights Agreement and in the Collaboration Agreement, the Company also:
(a) represents that $12,000,000 is currently a reasonable estimate of the Company's costs and expenses (direct and indirect) to complete the pre-clinical and the Phase I feasibility trial stages of the project contemplated by the Collaboration Agreement and to operate and support MCI as it is currently proposed to be operated, including amounts paid to the Company for performance of activities and supply of services on behalf of MCI; and
(b) agrees that the Company shall be responsible for any costs and expenses in excess of the $12,000,000 contemplated by this Agreement reasonably required to complete the pre-clinical and the Phase I feasibility trial stages of the project contemplated by the Collaboration Agreement.
Project Covenants. Project Operation and Maintenance 15 Section 5.2 Sale or Lease of Project 15 Section 5.3 Subordinate Mortgage and Security Agreement 15 Section 5.4 Advances 15 Section 5.5 Alterations to the Project and Removal of Equipment 15 Section 5.6 Insurance 16 Section 5.7 Damage or Destruction 17 Section 5.8 Condemnation 18 Section 5.9 [Intentionally Omitted] 19 Section 5.10 Hazardous Materials 19 Section 5.11 Release of Real Property 20
Project Covenants. Section 5.1 Project Title, Operation, and Maintenance.
(a) The Issuer, the Bondholder Representative, and the Trustee shall not be under any obligation to operate, maintain, or repair the Project. The Borrower agrees that until this Agreement is terminated pursuant to ‘Section 10.3 hereof, it will, at its own expense, and consistent with similarly sized and situated projects in the metro Austin area, (a) keep the Project in safe repair and in such operating condition as is needed for its operations; (b) except as otherwise provided in this Agreement, make all necessary repairs and replacements to the Project (whether ordinary or extraordinary, structural or nonstructural); (c) operate the Project in a sound and economic manner in accordance with usual business practice, subject to the restrictions imposed on the Project pursuant to each Tax Regulatory Agreement, once executed, and any “extended use agreement” entered into with respect to the Project in order to secure the availability of Low Income Housing Tax Credit for the Project; (d) operate the Project in compliance with all applicable laws, codes, environmental laws, zoning laws, the Americans with Disabilities Act of 1990 applicable to the Project, laws regulating construction, occupancy, or maintenance of property of a character included in the Project; and (e) comply with all applicable existing and future laws, regulations, orders, building codes and restrictions, and requirements of, and all permits and approvals from, and agreements with and commitments to, all governmental, judicial, or legal authorities having actual jurisdiction over the Project and other Requirements of Law applicable to the Project (including all conditions or requirements imposed upon Borrower or the Project in connection with the allocation of Low Income Housing Tax Credit to the Project) or the Borrower’s business conducted thereon or therefrom, and with all restrictive covenants and other title encumbrances encumbering the Project, including without limitation those contained in each Tax Regulatory Agreement, and any additional regulatory agreements to which the Project may now or hereafter be subject in connection with the allocation of low income housing tax credits to the Project (all collectively, the “Requirements”).
(b) The Borrower shall pay all expenses of the operation and maintenance of the Project including, but without limitation, the policies of insurance required pursuant to Section 5.5 hereof, and all ta...
Project Covenants. 4.1 The Recipient undertakes, through the Executing Agency, that in its management of the Service Contract, it will exercise the highest standard of diligence and care in monitoring the punctual and correct performance by the Service Provider of their obligations with a view to ensuring that the Services will be procured in accordance with the specifications, within the specified timeframe, and within the limits of the Service Cost.
4.2 Without prejudice to the generality of Section 4.1, the Recipient shall, through the Executing Agency, be obliged to:
(a) advise the Bank, as soon as reasonably practicable, of any delay or anticipated delay in the procurement of the Services with full details thereof;
(b) deal with all regulatory and administrative matters relating to the procurement of the Services in accordance with the relevant applicable laws; and
(c) issue the Delivery Notice if satisfied that the delivered Services is in conformity with the Service Contract and the specifications.
4.3 If in breach of Section 4.2, the Recipient gives instructions to the Service Provider as a result of which there is an increase in the Service Cost or the Bank becomes liable to any Party for any claim, loss, damage or expense, then the Recipient agrees to bear the increase in the Service Cost or, as the case may be, to compensate the Bank for any such claim, loss, damage or expense.
4.4 The Recipient, through the Executing Agency, shall not, without the prior written consent of the Bank, make any amendments, alterations or modifications to the Service Contract which may,
(a) result in an increase in the Service Cost; or
(b) result in delay in the planned Delivery Date; or
(c) result in a change of the specifications; or
(d) not be in accordance with usual good practice.
4.5 The Recipient shall, through the Executing Agency, provide such number of its personnel as would be necessary to carry out its duties under this Agreement and under the Service Contract.
4.6 The Recipient further undertakes to:
(a) ensure that all amounts withdrawn from the Financing Amount will be used solely for the purposes of the Project and that the proceeds of the Financing Amount will not be used to finance any expenditure with respect to which the Bank determines that any Sanctionable Practices were engaged in by representatives of the Recipient or other recipient of the proceeds of the Financing Amount, without the Recipient having taken timely and appropriate action satisfactory to the Ban...
Project Covenants. (a) No Loan Party shall, without the Administrative Agent’s prior written consent (such consent not to be unreasonably delayed, conditioned or withheld) (based in part upon the recommendation of the Independent Construction Consultant), (a) permit or agree to any change in the Plans and Specifications other than a Minor Change, (b) execute or issue any construction change directive under the General Contract other than a Minor Change, (c) amend the scope of work covered by the General Contract or any of the other Project Documents other than a Minor Change, (d) execute any change order under the General Contract other than a Minor Change, or (e) change the Construction Schedule in a manner expected to delay Project Substantial Completion.
(b) Except for a Minor Change, no Loan Party shall amend, modify or terminate any Project Documents or any Permits or Licenses, the Plans and Specifications, or any Permits, Licenses or other approvals or consents from any applicable Governmental Authority required for completion of the Project without the prior written consent of the Administrative Agent (such consent not to be unreasonably delayed, conditioned or withheld). No Loan Party will suffer or permit any breach or default to occur in any of its obligations under any of the Project Documents nor suffer or permit the same to terminate by reason of its failure to meet any requirement thereof. If any breach or default occurs by any Loan Party under any of the Project Documents, which breach or default is not cured within any applicable cure or grace period, then such breach or default shall constitute an Event of Default.
Project Covenants. 18 Section 5.1 Project Operation and Maintenance.................. 18 Section 5.2 Sale of Project.................................... 18 Section 5.3 Alterations to the Project and Removal of Equipment............................... 18 Section 5.4 Taxes and Other Governmental Charges............... 18 Section 5.5 Insurance.......................................... 19
Project Covenants. 31 10.4 Financial covenants 34 10.5 Provision of information and reports 36 10.6 Reclamation Work 37 11 TRANSACTION ACCOUNTS 38 11.1 Transaction Accounts 38 11.2 Proceeds Account 38 11.3 Project Account 38 11.4 Priority of application - Proceeds Account 38 11.5 Priority of application - Project Account 39 12 EVENTS OF DEFAULT 40 12.1 Events of Default 40 12.2 Effect of Default 42 12.3 Borrower to continue to perform 42 12.4 Enforcement 43 13 RELEASE OF OBLIGATIONS 43 13.1 Release of obligations 43 13.2 Further assurances 43 14 INDEMNITIES 44 14.1 General indemnity 44 14.2 Foreign currency indemnity 45 14.3 Conversion of currencies 45 14.4 Continuing indemnities and evidence of loss 45 15 FEES, TAX, COSTS AND EXPENSES 46