Completion Guaranty / Film Bonding
Agreement Example
As of __________, 2004 ________________________
(the "Financier") ________________________________________________
Attn: _________________
Re: "______________________________" (the "Film")
Gentlemen:
We have been informed by _________________ (referred to herein as "Producer")
that you have agreed to advance $___________ to Producer to pay for the
production costs of the Film upon the terms and conditions of that certain
agreement between yourselves and _______________ ("Producer") dated as
of ________, 200_ (the "Financing Agreement"). The Producer has also informed
us that as a condition to your advancing the funds, you have required the
Producer to
procure for you a guaranty of completion of the production and delivery
of the Film. The Producer has applied to us to provide such guaranty, and
we have agreed to do so subject to, and in consideration of, the payment
to us of the fee herein below referred to.
In consideration of the foregoing premises and of your lending the referenced
funds to the Producer, we have agreed with you as follows:
1. Guaranty. Subject to the provisions of this agreement we:
(a) Guaranty the Completion and Delivery of
the Film (as that term is defined in Schedule I attached hereto);
(b) Agree to procure or provide the Completion
Funds, if any are needed, to Complete and Deliver the Film, as aforesaid,
if the Producer shall fail to do so; and if Producer fails to Complete
and Deliver the Film, we shall Complete and Deliver the Film as aforesaid;
and
(c) If we fail to Complete and Deliver the
Film as aforesaid, we shall make the payments specified in paragraph 7(a)
hereof.
2. Definitions. The terms defined herein shall have the meaning set
forth in Schedule II attached hereto.
3. Fee. Our obligations hereunder are conditioned upon the payment to
us of our
fee of $__________ in full, as follows:
__________________________________________
("Fee").
4. Production Controls: Pursuant to the Completion Agreement (the terms
of which you need not be concerned) we shall have the right to Complete
and Deliver the Film in accordance with this Completion Guaranty, or to
procure the Completion and Delivery of the Film by any other person or
company in accordance with the terms of the Completion Agreement.
5. Conditions of Guaranty: We shall be under no obligation hereunder:
(a) Until the Strike Price has been made available
to the Producer or us in full, as and when required by the Producer or
us, as provided in the Financing Agreement, whether or not an event
of default has occurred thereunder.
Notwithstanding anything to the contrary contained
herein, you shall not be obligated to supervise or administer to the application
of the Strike Price to be made by you to Producer or us as aforesaid, it
being agreed that your obligation shall only be to advance such sums in
accordance with the terms of the Financing Agreement and this Completion
Guaranty;
(b) To obtain any seal, certificate or rating
of the Motion Picture Association of America, Inc. ("MPAA"), except as
required to Complete and Deliver the Film;
(c) To deliver any materials other than the
Delivery Materials prior to the Delivery Date or to deliver the Delivery
Materials to any locations other than the locations, if any, designated
in Schedule I attached hereto;
(d) For the quality of the Film or the Delivery
Materials, other than the technical quality thereof necessary to Complete
and Deliver the Film;
(e) In respect of any defect in the copyright
of the Screenplay, the Underlying Literary Property, if any, or the Film,
or in the rights acquired for the Film in the Screenplay or in the Underlying
Literary Property, if any, or in the title of the Film, or in the
music of the Film (except for the rights in such music that are acquired
by us in the event we take over the production of the Film and
then acquire rights in and to music which
is used in the Film);
(f) With respect to any claim or liability
arising out of any tort or any breach of contract committed by the Producer,
except to the extent necessary to Complete and Deliver the Film;
(g) With respect to any of the Excluded Risks
(as defined in Schedule II); and
(h) Any Over-Budget Costs arising as a result
of currency fluctuations.
6. Excluded Costs: Notwithstanding any provisions of this Completion
Guaranty to the contrary, the Guarantor shall not be obligated to provide
funds for the payment of the following costs except to the extent such
costs are (i) specified in the Budget, (ii) required to Complete and Deliver
the Film, (iii) required to correct technical defects in the Film, or (iv)
conform the Film to contractual specifications for which we are responsible
under this Completion Guaranty;
(a) The cost of delivery items which are not
Delivery Materials;
(b) The cost of legal, interest and finance
fees and expenses, except as provided for in paragraph 7(a) hereof;
(c) Any distribution expenses, including costs
incurred in meeting censorship or exhibitor requirements, or to make foreign
language versions of the Film (dubbed, subtitled or otherwise) or any other
versions except the original version in the language specified in the Screenplay;
advertising and publicity costs, including costs incurred for previews;
(d) Any costs incurred to photograph, record
or include in the Film "cover shots" for television or other purposes or
other substitute or additional material; provided, however, that
if "cover shots" are required to Complete and Deliver the Film, we will
be obligated to deliver such "cover shots"; and,
(e) Any costs incurred after the Completion
and Delivery of the Film or incurred in connection with recutting, reediting,
retakes (other than retakes done by the director during the ordinary course
of production in accordance with the Production Schedule) and changes.
7. Failure to Complete and Deliver the Film; Insurance:
(a) In the event that we fail to Complete and
Deliver the Film, our liability hereunder shall be limited (except as otherwise
provided herein) to (i) the payment to you of, and we shall pay to you
upon demand, an amount equal to the Obligations (as defined in Schedule
II) less so much thereof as may have been refunded to and retained by you
by insurance or otherwise indefeasibly paid to you in connection
with the Film, and (ii) the payment of any additional costs or expenses
of the Film that we are required to pay pursuant to this Completion
Guaranty. The payment referred to in paragraph
7(a)(i) hereof shall be made to you without
reduction or set-off and notwithstanding any Completion Funds advanced
by us to Producer or expended by us directly to Complete and Deliver the
Film in accordance with the terms of this Completion Guaranty. Upon our
payment to you provided in
paragraph 7(a)(i) hereof, we shall be automatically
subrogated to all of your rights, claims, causes of action and security
interests in relation to the Film. You agree to execute such assignments
and other instruments as we may reasonably require to evidence and effectuate
such subrogation at our sole cost and expense.
(b) If any claim covered by production/indemnity
insurance should arise in relation to the Film, the insurance recovery
(unless paid to a third party, such as in relation to a personal injury
or property damage claim) shall be paid and disbursed as provided as an
Insurance Recovery specified in Schedule II attached hereto.
8. Rights of Financier: So long as you do not interfere with our ability
to Complete and Deliver the Film pursuant to this Completion Guaranty,
you may at all times, without prejudice to this Completion Guaranty and
without discharging or in any way increasing our liability hereunder, make
further advances to the Producer or grant to the Producer any time or indulgence,
or deal with, exchange, release, modify or abstain from perfecting or enforcing
any security interest or other
guaranty or rights which you may have from or against the Producer
or with any other person or guarantor, provided that such action shall
not materially prejudice our rights or obligations under this Completion
Guaranty. In any event, you agree that, without our prior written consent,
which consent shall not be unreasonably withheld, you will not agree to
any amendment to the Financing Agreement or any agreements ancillary thereto
or take any other action (including interference with our access to the
physical elements of the Film) which in any way materially prejudices our
rights or obligations under this Completion Guaranty. If the Financing
Agreement provides that you have the right to take over control of the
production of the Film you acknowledge that such right is subject to our
rights
under this Completion Guaranty. You shall not be obligated to see to
the application of the funds provided by you pursuant to the Financing
Agreement.
9. Subordination: We hereby subordinate any rights and claims which
we may have against the Producer, and its principals and affiliates (whether
by way of subrogation or otherwise) and any security interest which we
may have in any collateral of the Film in which you have or may have a
security interest pursuant to the Financing Agreement or other agreements
furnished to us by yourselves, to the repayment to you of the Obligations
in full and to all of your rights and security
interests and claims under the Financing Agreement or otherwise in
connection with the Film.
10. Assignment: You shall have the right to assign the benefit of this
Completion Guaranty, in whole or in part, to any third party who succeeds
to the Financier's rights in the Film or the Financing Agreement. Any other
assignment to any other person or company shall be null and void.
11. Notices: Any notice given hereunder shall be conclusively deemed
to have been received by the addressee and to be effective on the day on
which it is personally delivered to such party at the address set forth
below (or at such other address as such party shall specify to the other
party in writing) or, if sent by registered or certified mail, on the fifth
business day after the date on which it is mailed, postage prepaid, addressed
to such party at such address, or if sent by cable, telegram, telex
or telecopier on the third business day after the day on which it is
wired or telexed, charges prepaid or provided for, addressed to such party
at such address:
(a) If to you, at ______________________________,
with a copy to _________________;
(b) If to us, at its offices at 000000
Hollywood Boulevard, with simultaneous copies to XXXXXX
12. Miscellaneous Provisions: This Completion Guaranty has been executed
in ______________, and shall in all respects be interpreted, enforced and
governed by the laws of _____________. The language of this Completion
Guaranty shall be construed as a whole according to its fair meaning and
not strictly for or against either of the parties. If any one or more of
the provisions of this Completion
Guaranty shall be held to be illegal or unenforceable in any respect,
the legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.
NO MODIFICATION OR WAIVER OF ANY PROVISION OF THIS COMPLETION GUARANTY
OR WAIVER OF ANY DEFAULT HEREUNDER SHALL BE EFFECTIVE UNLESS IN WRITING
AND SIGNED BY AN OFFICER OF BOTH YOU AND US (IN THE CASE OF A MODIFICATION)
OR BY THE WAIVING PARTY (IN THE CASE OF A
WAIVER) AND SUCH WRITING EXPRESSLY STATES THAT SUCH WRITING IS A MODIFICATION
OR WAIVER (AS APPLICABLE) OF THIS COMPLETION GUARANTY.
13. Corporate Action: We warrant that we are not required to obtain
any authorizations, approvals or consents from any governmental bodies
or regulatory authorities for the execution and delivery by us of this
Completion Guaranty and the performance thereof; provided, however, if
any such authorizations, approvals or consents are hereafter required,
Guarantor shall comply with such requirements. We further warrant that
the execution, delivery and performance of all of the terms
and provisions hereof have been duly authorized by proper corporate
or other action under the laws of the State of California and that no consent
of any third party to the execution, delivery and performance hereof is
otherwise required.
14. Remedies: In the event of a dispute hereunder, the provisions for
arbitration specified in Schedule III attached hereto shall apply. Each
and all of the several rights and remedies provided for in this Completion
Guaranty or at law or in equity shall be cumulative and no one of them
shall be exclusive of any other right or remedy. The exercise of any one
or more of such rights or remedies shall not be deemed to be a waiver of
or an election not to exercise any other such right or remedy. The obligations
of the Producer and us are several, not joint. You may proceed against
us without having first instituted proceedings or made demand upon or against
Producer. If action, suit or other proceeding is brought for the enforcement
of this Completion Guaranty, to declare rights or obligations hereunder,
or as a result of an alleged breach, default or misrepresentation by either
party, the prevailing party shall be entitled to recover its reasonable
attorneys' fees and other costs, in addition to any other relief to which
that party may be entitled.
15. Amendments: Any amendments to this Completion Guaranty must be in
writing, and if any such amendments are agreed to concurrently with the
execution hereof, the same shall be those specified in Schedule IV attached
hereto.
16. Counterparts: This Completion Guaranty may be signed in counterparts
and each such counterpart shall constitute an original document and each
such counterpart, taken together, shall constitute one and the same instrument.
17. Miscellaneous: The captions used herein are for convenience only
and have no other significance. The term "we", "us" or "our" as used herein
shall mean Guarantor and the term "you" or "your" as used herein shall
mean Financier.
Please sign below to indicate your approval to the terms hereof, including
the Schedules attached hereto, which are incorporated herein by reference.
Very truly yours,
XXX Bonders Inc
By:___________________
Its:__________________
Agreed:
____________________
("Financier")
By:____________________
Its:___________________
Schedule I
Completion and Delivery of Film
1. The term "Completion and Delivery of the Film" or "Complete and Deliver
the Film" as used in this Completion Guaranty shall have the following
meaning:
(a) The production of the Film in accordance
with the Budget and the Production Schedule, and the Film as produced
shall: (i) be based upon the Screenplay; (ii) qualify for an MPAA
rating of not more than __; (iii) be ___ to ___ minutes
in length, including main and end titles; (iv) be shot in color
[black and white] in 35mm; (v) be of technical first class quality; and
have the following elements, all of which are subject to the approval by
the Guarantor:
Principal Cast:
_________ in
the role of ____________
_________ in
the role of ____________
_________ in
the role of ____________
Director: ___________________
Producer: ___________________
(b) the delivery to ____________________ by
the Delivery Date of the film and soundtrack materials specified in Exhibit
"A" attached hereto (the "Delivery Materials").
2. The term "Delivery Date" shall mean ________________, subject to
postponements due to the occurrence of events of force majeure which extend
the delivery date and any periods of notice, cure and arbitration as provided
in Schedule III attached hereto.
3. The term "Distribution Agreements" shall mean the following agreements:
__________________________________
__________________________________
4. The term "Distributors" shall mean the following:
____________________________
5. The term "Production Bank Account" shall mean account #_______________
located at _____________________________, in the name of the Producer,
where all advances by Financier shall be made unless otherwise agreed to
in writing by Guarantor.
You hereby acknowledge that if you receive written notice from us that
we are entitled to assume control of the production funds of the Film,
you will provide your consent that the only authorized signatories on the
Production Bank Account be a signatory or signatories designated by us.
In the event you exercise any rights of offset against the Production
Bank Account, whether arising out of a security interest or otherwise,
our obligations under paragraph 7(a) of the Principal Agreement of this
Completion Guaranty shall not be modified or altered as a result thereof,
and you shall still be responsible (as far as we are concerned) to advance
the Strike Price (as hereinafter defined) in full.
6. The term "Strike Price" shall mean the aggregate sum of U.S. ______________,
including the Fee.
Schedule II
Definitions:
Budget: The final budget of the Film dated ____________, 200_, which
has been approved in writing by the Producer, the Guarantor and, if required,
the Distributor(s) and Financier. Guarantor hereby acknowledges its receipt
and approval of the Budget.
Budget Costs: The projected production costs of the Film as set forth
in the Budget.
Budget Funds: The moneys needed to pay the Budget Costs.
Complete and Deliver the Film: The term "Complete and Deliver the Film"
shall have the meaning specified in Schedule I.
Completion Agreement: The agreement between the Producer and the Guarantor.
Completion and Delivery of the Film: The term "Completion and Delivery
of the Film" shall have the meaning specified in Schedule I.
Completion Funds: The moneys needed to pay Over-Budget Costs, if any.
Completion Guaranty: This agreement consisting of the Principal Agreement
and the attached Schedules.
Delivery Date: The term "Delivery Date" shall have the meaning specified
in Schedule I.
Delivery Materials: The term "Delivery Materials" shall have the meaning
specified in Schedule I.
Distribution Agreement(s): The term "Distribution Agreement(s)" shall
have the meaning specified in Schedule I.
Distributor(s): The term "Distributor(s)" shall have the meaning specified
in Schedule I.
Excluded Costs: Those costs of the Film which are not Guarantor's responsibility
under paragraph 6 of the Principal Agreement.
Excluded Risks: The term "Excluded Risks" shall mean any loss based
upon, arising out of, directly or indirectly resulting from or in consequence
of or in any way involving:
1) loss or destruction of or damage to any
property whatsoever or any loss or expense whatsoever resulting or arising
therefrom or any consequential loss and any legal liability of whatsoever
nature directly or indirectly caused by or resulting or arising from a)
ionizing radiations or contamination by radioactivity from any nuclear
fuel or from any nuclear waste from the combustion of nuclear fuel, b)
the radioactive, toxic, explosive or other hazardous properties of
any explosive nuclear assembly or nuclear component thereof, or (c)
any actual or alleged seepage, pollution or contamination of any kind.
2) insolvency and/or financial default of the
Financier.
3) war, whether declared or not, civil war
or insurrection.
4) the failure to obtain or maintain various
insurance for the Film required by Guarantor including but not limited
to Producers' Indemnity Insurance, (i.e., cast insurance, negative insurance,
props, sets, wardrobe and miscellaneous equipment insurance) or with respect
to any loss actually paid or reimbursed under any such insurance policies.
Fee: The term "Fee" shall have the meaning specified in paragraph 3
of the Principal Agreement.
Film: The motion picture designated as the Film in the Principal Agreement.
Financier: The guaranteed party under this Completion Guaranty which
shall be
_________________.
Financing Agreement: The agreement referred to in the first grammatical
paragraph of the Principal Agreement.
Guarantor: Film Finances, Inc.
Including: Means including but not limited to.
Insurance Recovery: All insurance recoveries in relation to the production
of the Film shall be paid as follows: (i) if paid prior to Guarantor's
having advanced any funds, or prior to Guarantor's having taken over production
of the Film, they shall be deposited in the Production Bank Account and
they shall be made available to pay production costs of the Film before
Guarantor is called upon to provide funds toward the completion of the
Film ("Completion Sums"); (ii) if paid after Guarantor
has advanced any Completion Sums or after Guarantor has taken over
production of the Film, they shall be paid to Guarantor, and shall be used
to reimburse Guarantor for any Completion Sums advanced by Guarantor and
thereafter to pay production costs of the Film before Guarantor is required
to advance additional (or any) Completion Sums; (iii) any surplus remaining
after such receipts have been applied pursuant to the foregoing shall be
paid to Producer or Financier as their
respective interest may appear. Notwithstanding the foregoing, if an
insured event occurs which results in Guarantor's election to abandon production
of the Film, the insurance recovery shall be paid first to Financier until
Financier has been fully repaid all Obligations pursuant to the Financing
Agreement, and thereafter to Guarantor until Guarantor's has recovered
an amount equal to any Completion Sums advanced by Guarantor. Any surplus
shall be paid to Producer or Distributor
as their interests may appear.
MPAA: Motion Picture Association of America, Inc.
Non-Budget Costs: Costs which the Guarantor is not obligated to fund
pursuant to the Principal Agreement, including the Excluded Costs.
Obligations: The term "Obligations" shall mean (i) all sums advanced
by Financier under the Financing Agreement, including, without limitation,
the principal amount of all advances made by Financier under the Financing
Agreement, and (ii) interest on said advances payable to Financier under
the Financing Agreement and all costs and expenses payable to Financier
thereunder.
Over-Budget Costs: Those costs of Completing and Delivering the Film
which are in excess of the Strike Price.
Principal Agreement: The agreement (to which this Schedule is annexed)
between the Financier and the Guarantor whereby the Guarantor undertakes
this Completion Guaranty.
Producer: The company designated in the Principal Agreement as the Producer
which shall be ______________.
Production Bank Account: The term "Production Bank Account" shall have
the meaning set forth in Schedule I.
Production Schedule: The final production schedule of the Film (including
the pre-production and production schedules) dated _______________, 199_,
which has been approved in writing by the Producer, the Guarantor and,
if required, the Distributor(s) and the Financier.
Screenplay: The final screenplay on which the Film is to be based, dated
as of ____________, 200_, written by _________________, and which has been
approved in writing by the Producer, the Guarantor and, if required, the
Distributor(s) and the Financier.
Secured Sums: All moneys, if any, expended by the Guarantor in relation
to the production and delivery of the Film, pursuant to the Completion
Agreement or pursuant to this Completion Guaranty, including Completion
Funds and, if Completion Funds have been advanced, all out-of-pocket costs,
expenses, losses and liabilities reasonably paid to third parties (other
than lawyers) by the Guarantor directly in relation to or arising out of
the performance of the Completion
Agreement or this Completion Guaranty, less any refunds received and
retained by the Guarantor from insurance or otherwise; provided, however,
that Secured Sums shall not include any costs or expenses incurred by the
Guarantor in monitoring the production of the Film prior to such time,
if ever, that the Guarantor takes over control of the production of the
Film, or (irrespective of whether Guarantor has taken over control of the
production of the Film) any costs, salaries or expenses
attributable to the Guarantor's general overhead (including any costs
or expenses incurred by the Guarantor in connection with the preparation
and negotiation of this Completion Guaranty and all agreements ancillary
thereto).
Underlying Literary Property: The underlying literary material, if any,
upon which the Screenplay is based.
Schedule III
Notice Cure and Arbitration Agreement
1. With respect to any dispute relating to the delivery of the Film
the following provisions will apply:
(a) Distributor shall issue a notice ("Objection
Notice") specifying the defects in the Completion and Delivery of the Film
as defined in the Completion Guaranty to which this Schedule III is attached
(hereafter "Delivery");
(b) The Objection Notice shall specify (with
particularity and in detail) the purported defects in Delivery of the Film,
and all items that must be corrected, delivered or otherwise modified in
order to complete same;
provided that if within three (3) business days after receiving the
Objection Notice, Producer or Guarantor request additional information
which they believe in good faith is necessary in order to determine
whether Delivery has been effected notwithstanding such Objection Notice,
or how any defect in Delivery can be cured, then Distributor shall have
three (3) business days after its receipt of such request to respond in
good faith thereto (the "Response"). Following the receipt of the Objection
Notice or Response, whichever is applicable, Guarantor shall have the following
alternatives:
(i) Effect Delivery
in accordance with the specifications of the Objection Notice and (if applicable)
the Response, but in no event later than thirty (30) business days after
receiving the Objection Notice or Response, whichever is later to
occur, and give such party notice thereof ("Cure Notice"); or,
(ii) Give Distributor
written notice ("Arbitration Notice") within five (5) business days after
receiving the Objection Notice or Response, whichever is later to
occur, that Delivery has been effected notwithstanding the Objection Notice
and that Guarantor has elected to submit the issue of whether Delivery
has been effected for expedited arbitration in accordance with paragraph
3(a) hereof; provided that if there are any items referred to in the Objection
Notice which the Guarantor elects to correct, deliver
or modify to enable Guarantor to serve a Cure Notice, the time allowed
for serving an Arbitration Notice in respect of any items which the
Guarantor does not so intend to correct deliver or modify shall be extended
so that it is co-terminous with the period allowed for the service of the
Cure Notice.
2. Distributor, Producer and Guarantor hereby agree that in the event
any dispute arises between any of the parties hereto as to whether or not
Delivery has been effected such dispute will be submitted to binding arbitration
as hereinafter provided.
3. If a Cure Notice is given as aforesaid, then Distributor shall have
five (5) business days from and after its receipt of same within which
to verify that Delivery has been effected in accordance with the specifications
of the Objection Notice and (if applicable) the Response and to notify
Guarantor, Financier, Distributor and Producer that either:
(i) Delivery
has been effected as aforesaid (and such notice shall constitute an Acceptance
Notice for all purposes hereunder); or,
(ii) Delivery
has not been effected and Distributor has elected to submit the issue of
whether Delivery has been effected (and such issue only) for expedited
arbitration in accordance with paragraph 3(a) below
("Arbitration Notice").
(a) In the event Distributor or Guarantor elects
to submit the issue of whether Delivery has been effected to arbitration
pursuant to this agreement, the following shall apply:
(i) the arbitration
shall be submitted to three (3) arbitrators who shall be selected as follows:
(A) Upon receipt of notice ("Arbitration Notice") from Guarantor or Distributor
("First Party") that it has elected to submit such dispute to arbitration,
the party ("Second Party") receiving notice and the party serving notice
shall each appoint one arbitrator with knowledge and experience in
the United States motion picture industry and the technical delivery issues
relating to motion pictures,
and said arbitrators so selected shall then appoint a third arbitrator
and shall give written notice thereof to both parties within two (2) days
of such appointment; provided, however, that if either
Distributor or Guarantor shall fail to appoint its respective arbitrator
within five (5) business days after receipt of the Arbitration Notice,
then the arbitrator appointed by the other party
shall have full authority to act as the sole arbitrator of such arbitration;
the two party-appointed arbitrators shall appoint the third arbitrator
within ten (10) days of the appointment of the later
of the two (2) to be appointed, failing which, at the request of either
party, the then President of the American Arbitration Association,
or his/her replacement in the event the President is
unavailable, shall be requested to appoint the third arbitrator within
ten (10) days of the application.
(ii) The arbitration
shall commence at a location in Los Angeles, within twenty (20) business
days after the selection of the three (3) arbitrators ("Arbitrators"),
and such arbitration shall continue on each consecutive business
day therefrom until fully concluded, unless continued by the
Arbitrators for good cause shown. Except as expressly provided for herein,
such arbitration shall be conducted in accordance with the commercial
rules and procedures of the American Arbitration
Association then in effect;
(iii) There shall
be made available to the Arbitrators all relevant documents and the delivery
materials. The parties shall participate in an exchange of information
before the hearing. The parties acknowledge and agree that each party
shall be entitled to reasonable discovery for the purposes of any
such arbitration, including (without limitation) document production and
the taking of positions. The party desiring such discovery may apply to
the Arbitrators at the outset of the arbitration for particular discovery
requests. The parties will make themselves and all documents as may be required available so as to enable full and complete
discovery in a timely fashion. The Arbitrators may deny only such discovery
as is unreasonable or is intended unduly to delay the prompt conclusion
of the arbitration;
(iv) The Arbitrators
must determine whether Delivery has been effected or has not been effected,
and shall promptly notify the parties in writing of the finding made.
(v) The Arbitrators'
award shall provide for payment by the losing party or parties of the Arbitrators'
and any court reporter's fees, as well as the reasonable attorneys'
fees incurred by the prevailing party in the arbitration.
Schedule IV
The following provisions shall amend the Completion Guaranty to which
this
Schedule IV is appended:
END EXAMPLE
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