Completion Reserve Sample Clauses
A Completion Reserve clause establishes a dedicated fund or account set aside to cover the costs required to finish a project or development. Typically, this reserve is funded by the borrower or project sponsor and is held by a lender or trustee to ensure that sufficient resources are available to complete construction or other specified milestones. By requiring a completion reserve, the clause helps mitigate the risk of project delays or abandonment due to insufficient funds, thereby protecting the interests of lenders and stakeholders.
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Completion Reserve. To the extent any item on the Punch List is not completed (the “Uncompleted Punch List Items”) on or before the Closing Date, representatives of WPPI and CWI shall meet at Closing and mutually agree upon (each acting reasonably and in good faith) a reserve in the estimated amount to complete the Uncompleted Punch List Items (the “Completion Reserve”). The Completion Reserve shall be funded by WPPI in accordance with the terms and conditions of an escrow agreement to be entered into and mutually agreed among WPPI, CWI and Escrow Agent. Thereafter, WPPI shall utilize the funds in the Completion Reserve for purposes of completing or causing WPPI’s construction manager to achieve Final Completion. WPPI agrees to diligently and in good faith pursue completion of the Uncompleted Punch List Items and Final Completion of the Hotel as soon as reasonably possible and upon Final Completion, WPPI shall be entitled to receive all of the funds remaining in the Completion Reserve. In the event that WPPI fails to achieve Final Completion within thirty (30) days following the Closing Date (and such failure is not the result of any force majeure event beyond WPPI’s control), then, upon fifteen (15) days prior written notice to WPPI, the Company shall have the right (but not the obligation) to exercise self-help remedies and if the Company so elects such self-help remedy, CWI or the Company shall be entitled to take all reasonable action necessary (determined by CWI in its good faith judgment) to cause Final Completion and draw down on the Completion Reserve to pay for the reasonable third-party out-of-pocket costs thereof incurred by CWI and/or the Company in achieving Final Completion so long as CWI provides reasonable evidence to WPPI of such expenditures prior to drawing down on the Completion Reserve; provided, however, that in the event that CWI does not elect to exercise the aforementioned self-help remedies, WPPI shall nevertheless remain obligated to complete or cause WPPI’s construction manager to complete the Uncompleted Punch List Items that were not completed prior to Closing and cause the Final Completion of the Hotel. In addition, from and after the Closing and the Final Completion of the Hotel, WPPI covenants and agrees to cooperate (in good faith) with the Company in connection with the Company’s enforcement of any warranty, guaranty and/or indemnity claims against ▇▇▇▇▇, the Architect and/or any subcontractor (including assigning any claims WPPI may have ag...
Completion Reserve. 12 6.1 Conditions Precedent to Completion Reserve Disbursements.............. 12 6.2 Disbursement to the Interest Reserve Account.......................... 12 7.
Completion Reserve. (a) On the Effective Date, Co-Borrowers have deposited the sum of $133,972,737.70 in a segregated account of Texas Co-Borrower maintained with the Reserve Account Bank (the "Completion Reserve Account"), which account is subject to an Account Control Agreement. In addition, except as otherwise required under Section 2.2, prior to the Final Completion Date, Parent Guarantor and Co-Borrowers shall deposit or cause to be deposited into the Completion Reserve Account as and when received (i) 100% of all Net Cash Proceeds of Asset Sales and (ii) 100% of all Net Debt/Equity Proceeds. Co-Borrowers will direct that all funds from time to time on deposit in the Completion Reserve Account be invested solely in Cash Equivalent Investments. In no event shall the amount held in the Completion Reserve Account ever be reduced to less than $35,000,000 (other than by application of such amount to the Secured Obligations pursuant to Section 2.21(f)) prior to the date on which all Post-Closing Requirements have been met in accordance with Section 6.43.
(b) If as of the last day of any calendar month after the Effective Date, the aggregate amount of Available Sources is less than 100% of the Cost to Complete, Parent Guarantor and Co-Borrowers shall, on or before the thirtieth (30th) day after each such date, deposit or cause to be deposited into the Completion Reserve Account 100% of the Adjusted Net Operating Income of the Opryland Hotel Florida for the preceding calendar month. Not later than thirty (30) days after the end of each calendar month prior to the Final Completion Date, Co-Borrowers and Parent Guarantor shall deliver to the Administrative Agent a detailed statement of the aggregate amount of Available Sources and the Cost to Complete as of the end of the preceding calendar month. Such statement shall be accompanied by a certificate from an Authorized Officer of Parent Guarantor, dated as of the date of delivery, certifying that such statement is true, correct and complete in all material respects as of its date.
(c) Texas Co-Borrower shall be permitted to request funds from the Completion Reserve Account for the purpose of paying or reimbursing Co-Borrowers for Approved Construction Costs in accordance with the procedures for disbursements from the Completion Reserve Account set forth in Section 4.2 hereof; provided, however, that in no event shall the amount held in the Completion Reserve Account ever be reduced to less than $10,000,000.00 prior to the Final Com...
Completion Reserve. In the event a Completion Reserve is established, Symantec shall have no further responsibility for completion of any of the Remaining Construction Items whether or not TST believes they have been properly completed prior to the First Closing Scheduled Date, and TST shall accept the Completion Reserve as TST's sole remedy on account of such alleged failure to properly complete. If Symantec disagrees with TST as to whether any particular Remaining Construction Items were properly completed, then following the First Closing, Symantec and TST agree to attempt to reach agreement with regard to such disagreement and the amount, if any, to be retained by TST out of the Completion Reserve. If Symantec and TST are unable to reach agreement within sixty (60) days following the First Closing, then either of them may submit the issue to binding arbitration pursuant to the applicable rules of the American Arbitration Association with the venue for any arbitration proceeding to be within either San Francisco or Santa Clar▇ ▇▇▇nty, California.
Completion Reserve. 48 2.22 FF&E Reserve Accounts..........................................................................50 2.23
Completion Reserve