Site Acquisition Delay Testing definition

Site Acquisition Delay Testing. In any given System Area or System Sub-Area within the Initial System, in the event Site Acquisition Substantial Completion is delayed more than one hundred and fifty (150) days beyond the forecasted date for Site Acquisition Substantial Completion as set forth in the M5 Forecast (the "Site Acquisition Delay Period") provided to the Vendor with the Build Notice applicable to such System Area or System Sub-Area, as the case may be, due solely to the Owner's inability to achieve sufficient Site Acquisition in such System Area and/or System Sub-Area, as the case may be, the Vendor will have the right, but not the obligation, to commence Substantial Completion testing (as deemed applicable and appropriate pursuant to good faith mutual agreement between the Parties at such time but in any event to be completed within thirty (30) days of such commencement) for that portion of the otherwise incomplete PCS System or PCS Sub-System, as the case may be, in which the Vendor has (i) completed all applicable Facilities Preparation Services and (ii) fully Installed, to the extent possible at such time, all such Products to be Installed by the Vendor or its Subcontractors on otherwise fully constructed System Element Locations within such PCS System or PCS Sub-System. Subject to Section 6, in the event the Vendor successfully completes such modified Substantial Completion testing for such Installed portion of such otherwise incomplete PCS System or PCS Sub-System, as the case may be, pursuant to and in accordance with this subsection 2.41 and Exhibit B3, the Vendor will be entitled to such portion of the payments that otherwise would be made by the Owner pursuant to subsection 6.3(b) as applicable only to those Services and Products actually provided by the Vendor pursuant to and in accordance with the terms of this Contract in such portion of the otherwise incomplete PCS System and/or PCS Sub-System, as the case may be, that was subject to testing pursuant to this subsection 2.41. Nothing contained herein to the contrary will in any way modify the Vendor's obligations as to the completion and testing of the remaining portion of such PCS System pursuant to and in accordance with the terms of this Contract, including but not limited to the Project Milestones set forth in Exhibit A1. Nothing contained herein to the contrary will in any way require the Owner to pay the Vendor amounts already paid or otherwise provided for pursuant to any other provision of this Contract.
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Related to Site Acquisition Delay Testing

  • Incurrence Test means the incurrence test set out in Clause 12.1 (Incurrence Test).

  • Construction Completion Date or “Completion Date” means the date by which the overall Development of the Project is completed in accordance with the provisions of this Agreement and when the Completion Certificate is issued by the Authority as per Article 14.1.

  • Limited Condition Acquisition means any acquisition, including by way of merger, by the Borrower or one or more of its Restricted Subsidiaries permitted pursuant to this Agreement whose consummation is not conditioned upon the availability of, or on obtaining, third party financing.

  • Cost of Acquisition means, with respect to any Acquisition, as at the date of entering into any agreement therefor, the sum of the following (without duplication): (i) the value of the capital stock, warrants or options to acquire capital stock of Borrower or any Subsidiary to be transferred in connection therewith, (ii) the amount of any cash and fair market value of other property (excluding property described in clause (i) and the unpaid principal amount of any debt instrument) given as consideration, (iii) the amount (determined by using the face amount or the amount payable at maturity, whichever is greater) of any Debt incurred, assumed or acquired by the Borrower or any Subsidiary in connection with such Acquisition, (iv) all additional purchase price amounts in the form of earnouts and other contingent obligations that should be recorded on the financial statements of the Borrower and its Subsidiaries in accordance with GAAP, (v) all amounts paid in respect of covenants not to compete, consulting agreements that should be recorded on financial statements of the Borrower and its Subsidiaries in accordance with GAAP, and other affiliated contracts in connection with such Acquisition, (vi) the aggregate fair market value of all other consideration given by the Borrower or any Subsidiary in connection with such Acquisition, and (vii) out of pocket transaction costs for the services and expenses of attorneys, accountants and other consultants incurred in effecting such transaction, and other similar transaction costs so incurred. For purposes of determining the Cost of Acquisition for any transaction, (A) the capital stock of the Borrower shall be valued (I) in the case of capital stock that is then designated as a national market system security by the National Association of Securities Dealers, Inc. (“NASDAQ”) or is listed on a national securities exchange, the average of the last reported bid and ask quotations or the last prices reported thereon, and (II) with respect to any other shares of capital stock, as determined by the Board of Directors of the Borrower and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), (B) the capital stock of any Subsidiary shall be valued as determined by the Board of Directors of such Subsidiary and, if requested by the Bank, determined to be a reasonable valuation by the independent public accountants referred to in Section 5.01(a), and (C) with respect to any Acquisition accomplished pursuant to the exercise of options or warrants or the conversion of securities, the Cost of Acquisition shall include both the cost of acquiring such option, warrant or convertible security as well as the cost of exercise or conversion.

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