Common use of Certain Repairs Clause in Contracts

Certain Repairs. At the initial Closing hereunder, Purchaser shall deposit with Title Company, as escrow agent, as a deduction from the Purchase Price, the sum of Six Hundred Seventy Five Thousand and No/100 Dollars ($675,000.00) (the "Repair Escrow") for the purpose of providing for payment for the designated repairs of the Facilities as estimated on Exhibit A (the "Repairs") up to an amount equal to the Repair Escrow in the aggregate. Seller shall promptly solicit not less than three (3) bids per item from contractors reasonably acceptable to Purchaser (including consideration of experience, insurance, quality and timeliness of work, and other relevant criteria) and, following Purchaser's selection from among such bids, Purchaser shall engage selected contractors to complete the Repairs. Upon completion of individual projects within the list of Repairs, or otherwise in accordance with the terms of approved contracts for Repairs, Purchaser shall submit paid invoices to Title Company from the contractors and upon receipt of same, the Title Company shall distribute to Purchaser from the Repair Escrow reimbursements for such paid Repairs. Upon completion of all Repairs in accordance with this paragraph, the balance of the Repair Escrow, if any, shall be returned to Seller. If the Repair Escrow is exhausted prior to completion of Repairs, the balance, if any, of the remaining cost of such Repairs shall be the responsibility of Purchaser. The parties agree to use commercially reasonable efforts to facilitate the prompt completion of the Repairs and Purchaser agrees not to unreasonably withhold its approval where called for. In the event any Facility referenced on Exhibit A is not included in the initial Closing, then the amount allocated for Repairs for such Facility shall be deposited with the Title Company upon the Closing of the purchase of such Facility. ARTICLE 8

Appears in 1 contract

Sources: Asset Purchase Agreement

Certain Repairs. At the initial Closing hereunder, Purchaser shall deposit with Title Company, as escrow agent, as a deduction from the Purchase Price, the sum of Six Hundred Seventy Five Thousand and No/100 Dollars ($675,000.00) (the "Repair Escrow") for the purpose of providing for payment for the designated repairs of the Facilities as estimated on Exhibit A (the "Repairs") up to an amount equal to the Repair Escrow in the aggregate. Seller shall promptly solicit not less than three (3) bids per item from contractors reasonably acceptable to Purchaser (including consideration of experience, insurance, quality and timeliness of work, and other relevant criteria) and, following Purchaser's selection from among such bids, Purchaser shall engage selected contractors to complete the Repairs. Upon completion of individual projects within the list of Repairs, or otherwise in accordance with the terms of approved contracts for Repairs, Purchaser shall submit paid invoices to Title Company from the contractors and upon receipt of same, the Title Company shall distribute to Purchaser from the Repair Escrow reimbursements for such paid Repairs. Upon completion of all Repairs in accordance with this paragraph, the balance of the Repair Escrow, if any, shall be returned to Seller. If the Repair Escrow is exhausted prior to completion of Repairs, the balance, if any, of the remaining cost of such Repairs shall be the responsibility of Purchaser. The parties agree to use commercially reasonable efforts to facilitate the prompt completion of the Repairs and Purchaser agrees not to unreasonably withhold its approval where called for. In the event any Facility referenced on Exhibit A is not included in the initial Closing, then the amount allocated for Repairs for such Facility shall be deposited with the Title Company upon the Closing of the purchase of such Facility. ARTICLE 8.

Appears in 1 contract

Sources: Asset Purchase Agreement (Brookdale Senior Living Inc.)