Common use of Construction Warranty Clause in Contracts

Construction Warranty. Seller warrants to Purchaser that the Improvements installed by or under Seller are free from defects in material and workmanship and are free from material defects in the design of the Improvements, for a period beginning on the Closing Date and ending on the date that is one year after the Closing Date (the "Warranty Period"). For purposes of this Agreement, "material defects in the design of the Improvements" means a failure to design the Improvements in accordance with applicable covenants, building laws, codes, ordinances, regulations and dimensional aspects of zoning regulations, as the same are interpreted and enforced as of the date of the design and construction of the Improvements. If any of such work which is the subject of the construction warranty described herein is found to be defective within the Warranty Period and Purchaser has provided notice thereof to Seller within the Warranty Period, Seller will, at its sole cost, risk and expense, correct such work promptly after receipt of written notice from Purchaser, and in any event Seller will commence the completion of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvements, in which event Seller will commence the completion of such correction within 5 days after written notice from Purchaser. Seller will bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, which is caused by Seller's correction or removal of defective work. Purchaser agrees to provide Seller with access to the Subject Property for the limited purpose of correcting and repairing such defective workmanship and/or materials. Seller will diligently and continuously proceed with the completion of all corrective work in a manner so as to minimize, to the extent reasonably practicable, disrupting of Purchaser's and the Tenant's operation of the Subject Property. All work done by Seller under this Section 26 shall not result in any liens being filed against the Subject Property. Performance of such one year warranty will be Seller's sole and exclusive obligation with respect to the correction or repair of the defective workmanship and/or materials, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect to the correction or repair of such defective workmanship and/or materials in limitation of any contract, warranty or other rights, whether express or implied, that Purchaser may otherwise have under applicable law. If Seller does not proceed with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior written notice to Seller, but have no obligation to, perform such work and Seller will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to (a) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating to the Subject Property, provided, however, in no event will Seller terminate any of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part of the Improvements may not have been finally completed on the Closing Date. Accordingly, Seller and Purchaser shall determine in good faith on or before the expiration of the Inspection Period, the amount (the "Punch List Amount"), which amount shall be 125% of the amount necessary to (i) satisfactorily complete any items of construction, or to provide any items of building equipment, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing Date; (ii) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed on account of weather or the season; and (iii) correct any material defects in the design or construction of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work"). As expeditiously and prudently as possible after the Closing Date, Seller shall complete, or cause to be completed, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the Lease.

Construction Warranty. Pursuant to Section 17.1.15 of the Lease, Seller warrants has warranted to Purchaser Tenant that the Improvements installed by or under Seller are "Tenant Improvements" and related materials, equipment and installation shall be free from defects in material and workmanship and are free from material defects in shall conform to the design of the Improvementsplans and specifications, which warranty is stated to run for a period beginning on the Closing Date and ending on the date that is of one (1) year after the Closing Date applicable commencement date for leased space finished by Seller, and Seller agreed to repair, correct or replace as necessary any defective item occasioned by a breach of such warranty if notified by Tenant of the defective item within the foregoing one (1) year period. In the event Purchaser is notified by Tenant of a claim under Section 17.1.5 of the Lease (a "Warranty PeriodClaim"). For purposes of this Agreement, "material defects in the design of the Improvements" means a failure to design the Improvements in accordance with applicable covenants, building laws, codes, ordinances, regulations and dimensional aspects of zoning regulations, as the same are interpreted and enforced as of the date of the design and construction of the Improvements. If any Purchaser shall notify Seller of such work which is the subject of the construction warranty described herein is found to be defective within the Warranty Period Claim and Purchaser has provided notice thereof to Seller within the Warranty Period, Seller will, at its sole cost, risk and expenseshall promptly repair, correct or replace the claimed defective item occasioned by such work promptly after receipt breach of written notice from Purchaser, warranty and in any event Seller will commence the completion provide Purchaser with reasonable evidence of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvementsrepair, in which event Seller will commence the completion of such correction within 5 days after written notice from Purchaser. Seller will bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, which is caused by Seller's correction or removal of defective workreplacement. Purchaser agrees to provide Seller with access to the Subject Property for the limited purpose purposes of correcting and repairing making such repairs, corrections or replacements. In the event Seller fails to promptly repair, correct or replace such defective workmanship and/or materials. item, Purchaser may, after giving Seller will diligently five days notice of such failure on the part of Seller, repair, correct or replace such defective item and continuously proceed Seller hereby agrees that in the event Purchaser shall incur any costs or expenses in performing and complying with the completion of all corrective work in a manner so as to minimize, to the extent reasonably practicable, disrupting of Purchaser's and the Tenant's operation obligations of the Subject PropertyLandlord under Section 17.1.15 of the Lease, Seller shall promptly reimburse Purchaser for any such costs and expenses, net of any amounts thereof recovered by Purchaser under any Warranties, within ten (10) business days after receipt by Seller of a written request for such payment from Purchaser accompanied by copies of invoices or other back-up information substantiating the amount of such costs and expenses incurred by Purchaser. All work done by The obligations of Seller under this Section 26 shall not result in any liens being filed against survive the Subject Property. Performance of such one year warranty will be Seller's sole and exclusive obligation Closing, but only with respect to the correction or repair of the defective workmanship and/or materials, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect to the correction or repair of such defective workmanship and/or materials Claims asserted in limitation of any contract, warranty or other rights, whether express or implied, that writing by Purchaser may otherwise have under applicable law. If Seller does not proceed with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior written notice to Seller, but have no obligation to, perform such work and Seller will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to thirteen (a13) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating to the Subject Property, provided, however, in no event will Seller terminate any of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part of the Improvements may not have been finally completed on the Closing Date. Accordingly, Seller and Purchaser shall determine in good faith on or before the expiration of the Inspection Period, the amount (the "Punch List Amount"), which amount shall be 125% of the amount necessary to (i) satisfactorily complete any items of construction, or to provide any items of building equipment, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing Date; (ii) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed on account of weather or the season; and (iii) correct any material defects in the design or construction of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work"). As expeditiously and prudently as possible months after the Closing Date, Seller shall complete, or cause to be completed, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the LeaseClosing.

Construction Warranty. Seller Landlord warrants to Purchaser Tenant that the Leasehold --------------------- Improvements installed by or under Seller are free from defects will be completed in material a good and workmanship workmanlike manner in accordance with the Construction Documents and are (subject to subparagraph 10(c) of the Lease) all laws, and that, upon completion of the Leasehold Improvements, the same shall be free from material defect arising out of defects in the design of the Improvements, or materials or improper workmanship for a period beginning on of one year from the Closing Date and ending on Commencement Date. In addition, in the date event that is in connection with the portions of the Leased Premises which are the responsibility of the Tenant to maintain, repair and/or replace, any contractors, subcontractors, or suppliers that make any warranties with respect to workmanship or materials which extend beyond the period of the Landlord's warranty set forth above in this paragraph, Landlord shall make the same available to Tenant upon the expiration of the warranty period. Without limiting the generality of the foregoing, if, within one (1) year after the Closing Date (the "Warranty Period"). For purposes date of this Agreement, "material defects in the design substantial completion of the Leasehold Improvements" means a failure to design the Improvements in accordance with applicable covenants, building laws, codes, ordinances, regulations and dimensional aspects of zoning regulations, as the same are interpreted and enforced as any part of the date of the design and construction of the Improvements. If any of such work which is the subject of the construction warranty described herein Leasehold Improvements is found to be defective within not in accordance with the Warranty Period and Purchaser has provided notice thereof to Seller within requirements of this Lease or the Warranty PeriodConstruction Documents or laws, Seller will, at its sole cost, risk and expense, Landlord shall correct such work it promptly after receipt of written notice from Purchaser, and in any event Seller will commence the completion Tenant to do so. This obligation under this paragraph shall survive acceptance of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvements, in which event Seller will commence the completion of such correction within 5 days after written notice from Purchaserwork. Seller will Landlord partially shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, which is caused by SellerLandlord's correction or removal of defective work. Purchaser agrees to provide Seller with access to the Subject Property for the limited purpose of correcting and repairing such defective workmanship and/or materials. Seller will diligently and continuously proceed work which is not in accordance with the completion requirements of all corrective work this Lease, the Construction Documents or laws. In order to cause Landlord to honor the warranty contained in a manner so as to minimize, to the extent reasonably practicable, disrupting of Purchaser's and the Tenant's operation of the Subject Property. All work done by Seller under this Section 26 shall not result in any liens being filed against the Subject Property. Performance of such one year warranty will be Seller's sole and exclusive obligation with respect to the correction or repair of the defective workmanship and/or materials, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect to the correction or repair of such defective workmanship and/or materials in limitation of any contract, warranty or other rights, whether express or implied, that Purchaser may otherwise have under applicable law. If Seller does not proceed with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior paragraph Tenant must give written notice to SellerLandlord specifying the defect within thirteen (13) months after the Commencement Date, but have no obligation to, perform such work and Seller after which date this warranty shall lapse. Landlord further warrants to Tenant that the Base Building will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to (a) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating to the Subject Property, provided, however, in no event will Seller terminate any of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part of the Improvements may not have been finally completed on the Closing Date. Accordingly, Seller and Purchaser shall determine in good faith on or before the expiration of the Inspection Period, the amount (the "Punch List Amount"), which amount shall be 125% of the amount necessary to (i) satisfactorily complete any items of construction, or to provide any items of building equipment, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing Date; (ii) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed in a good and workmanlike manner in accordance with the plans and specifications described on account Exhibit D-1 and all laws. Landlord: Tenant: CENTENNIAL VENTURE I, LLC XXXX INTERACTIVE SERVICES, INC. By: /s/ By: /s/ Xxxxxxx X. Xxxxxxx --------------------------------- ------------------------------- Title: General Manager Title: Ex. V.P. and General Counsel ------------------------------ ---------------------------- LEASEHOLD IMPROVEMENTS STANDARDS Scope of weather or the season; and (iii) correct any material defects in the design or construction of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work Definition Base Building vs. Tenant Improvement Work"). As expeditiously and prudently as possible after the Closing Date, Seller shall complete, or cause to be completed, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the Lease.

Construction Warranty. Seller warrants to Purchaser that (a) Landlord shall incorporate only new materials and equipment into the Improvements installed by or under Seller are free from defects in material and workmanship and are free from material defects in the design construction of the Improvements. Landlord guarantees the Improvements against defective design, workmanship and materials, latent or otherwise, for a period beginning on of one (1) year from the Closing Date and ending on the date that is one year after the Closing Rental Commencement Date (the "Warranty Period"). For purposes of this AgreementLandlord also guarantees the foundations, "material defects in the design slab, structural frame, roof deck and exterior walls of the Improvements" means Improvements against defective design, workmanship and materials, latent or otherwise, for a failure period of three (3) years from the Rental Commencement Date (the "Structural Warranty Period"). By virtue of the foregoing guaranties, Landlord shall repair or replace, at its sole cost and expense (unless and to design the Improvements in accordance with applicable covenantsextent any such defect is caused solely by Tenant's gross negligence or willful misconduct), building lawsany defective item occasioned by defective design, codes, ordinances, regulations and dimensional aspects of zoning regulationsworkmanship or materials that Tenant discovers during the Warranty Period or the Structural Warranty Period, as the same are interpreted and enforced as of case may be. Notwithstanding the foregoing, on the date of that Landlord substantially completes the design and construction of the Improvements. If any , secures the Certificate of such work which is the subject Occupancy and tenders possession of the construction warranty described herein is found Premises to be defective within the Warranty Period and Purchaser has provided notice thereof Tenant, Landlord must deliver to Seller within the Warranty Period, Seller will, at its sole cost, risk and expense, correct such work promptly after receipt of written notice from Purchaser, and in any event Seller will commence the completion of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvements, in which event Seller will commence the completion of such correction within 5 days after written notice from Purchaser. Seller will bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, which is caused by Seller's correction or removal of defective work. Purchaser agrees to provide Seller with access to the Subject Property for the limited purpose of correcting and repairing such defective workmanship and/or materials. Seller will diligently and continuously proceed with the completion Tenant originals of all corrective work in a manner so as to minimize, to the extent reasonably practicable, disrupting of Purchaser's continuing assignable guaranties and the Tenant's operation of the Subject Property. All work done by Seller under this Section 26 shall not result in any liens being filed against the Subject Property. Performance of such one year warranty will be Seller's sole and exclusive obligation with respect to the correction or repair of the defective workmanship and/or materials, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect to the correction or repair of such defective workmanship and/or materials in limitation of any contract, warranty or other rights, warranties (whether express or implied, that Purchaser may otherwise have under applicable law. If Seller does not proceed ) issued or made in connection with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior written notice to Seller, but have no obligation to, perform such work and Seller will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to (a) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating to the Subject Property, provided, however, in no event will Seller terminate any of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part construction of the Improvements may not have been finally completed on the Closing Dateand must assign to Tenant, free and clear of all liens and encumbrances, Landlord's interest in those guaranties and warranties by means of a duly executed and acknowledged assignment in form and substance satisfactory to Tenant. Accordingly, Seller From and Purchaser shall determine in good faith on or before after the expiration of the Inspection Warranty Period or the Structural Warranty Period, as the amount (the "Punch List Amount")case may be, which amount Landlord shall be 125% cooperate with Tenant in Tenant's enforcement, at Tenant's sole cost and expense, of any express warranties or guaranties of workmanship or materials given by subcontractors, architects, draftsmen, or materialmen that guarantee or warrant against defective design, workmanship or materials for a period of time in excess of the amount necessary to (i) satisfactorily complete any items of construction, or to provide any items of building equipment, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing Date; (ii) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed on account of weather Warranty Period or the season; Structural Warranty Period, as the case may be. The obligations Landlord undertakes under the terms of this Section 2.03 are in addition to the maintenance and (iii) correct any material defects in the design or construction repair obligations that Landlord undertakes under other terms of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work"). As expeditiously and prudently as possible after the Closing Date, Seller shall complete, or cause to be completed, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the Lease.

Construction Warranty. Seller warrants to Purchaser that Landlord shall construct Landlord's Work expeditiously and in a good and workmanlike manner and incorporate only new materials and equipment into the Improvements installed by or under Seller are free from defects in material and construction of Landlord's Work. Landlord guarantees Landlord's Work against defective design, workmanship and are free from material defects in the design of the Improvementsmaterials, latent or otherwise ("Warranty"), for a period beginning on the Closing Date and ending on the date that is of one (1) year after the Closing Date following Substantial Completion (the "Warranty Period"). For purposes Landlord shall repair or replace (or cause to be repaired or replaced) at its sole cost and expense any defective item occasioned by defective design, workmanship or materials that Tenant discovers during the Warranty Period. Landlord shall also perform all repairs, maintenance or replacements necessitated by the failure of this Agreement, "material defects in the design of the Improvements" means a failure Landlord to design the Improvements construct Landlord's Work in accordance with this Lease and all applicable covenants, building laws, codes, ordinances, regulations and dimensional aspects building codes of zoning regulations, as all public authorities. The terms and provisions of this Section 5.01 shall terminate upon the same are interpreted and enforced as expiration of the date of the design and construction of the Improvements. If any of such work which is the subject of the construction warranty described herein is found to be defective within the Warranty Period and Purchaser has provided notice thereof to Seller within the Warranty Period, Seller will, at its sole cost, risk and expense, correct such work promptly after receipt . In the event Tenant fails to file a Claim against Landlord for breach of written notice from Purchaser, and in any event Seller will commence the completion of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvements, in which event Seller will commence the completion of such correction within 5 days after written notice from Purchaser. Seller will bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, which is caused by SellerLandlord's correction or removal of defective work. Purchaser agrees to provide Seller with access to the Subject Property for the limited purpose of correcting and repairing such defective workmanship and/or materials. Seller will diligently and continuously proceed with the completion of all corrective work in a manner so as to minimize, to the extent reasonably practicable, disrupting of Purchaser's and the Tenant's operation of the Subject Property. All work done by Seller obligations under this Section 26 shall not result in any liens being filed against the Subject Property. Performance of such one year warranty will be Seller's sole and exclusive obligation with respect to the correction or repair of the defective workmanship and/or materials, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect to the correction or repair of such defective workmanship and/or materials in limitation of any contract, warranty or other rights, whether express or implied, that Purchaser may otherwise have under applicable law. If Seller does not proceed with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior written notice to Seller, but have no obligation to, perform such work and Seller will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to (a5.01(f) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating to the Subject Property, provided, however, in no event will Seller terminate any of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part of the Improvements may not have been finally completed on the Closing Date. Accordingly, Seller and Purchaser shall determine in good faith on or before the expiration of the Inspection Warranty Period, the amount (the "Punch List Amount"), which amount Tenant shall be 125% deemed to have waived such breach and Claim and Tenant shall be barred from pursuing any and all remedies against Landlord therefor. During the Warranty Period and thereafter, Landlord covenants and agrees to file on Tenant's behalf, and otherwise provide commercially reasonable assistance to Tenant with regard to, any applicable warranty claims under warranties issued by subcontractors and suppliers with respect to Landlord's Work which are in effect as of the amount necessary to date of such Claims. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE (iINCLUDING, WITHOUT LIMITATION, THE OBLIGATIONS OF LANDLORD PURSUANT TO THIS SECTION 5.01: (A) satisfactorily complete any items of constructionTHE PREMISES IS BEING LEASED "AS IS", or to provide any items of building equipmentWITH TENANT ACCEPTING ALL DEFECTS, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing DateIF ANY; (iiB) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed on account of weather or the seasonLANDLORD HAS NOT MADE, AND DOES NOT MAKE, ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PREMISES; and AND (iiiC) correct any material defects in the design or construction of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work"). As expeditiously and prudently as possible after the Closing DateALL IMPLIED WARRANTIES WITH RESPECT TO THE PREMISES, Seller shall completeINCLUDING, or cause to be completedBUT NOT LIMITED TO, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the LeaseTHOSE OF MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY NEGATED AND WAIVED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

Construction Warranty. Seller warrants to Purchaser that If at any time during the Improvements installed by construction of the Project or under Seller are free from defects in material and workmanship and are free from material during the Warranty Period any faults, errors, omissions, or other defects in the design Project are discovered, Owner's Representative may issue an instruction to Westfield which shall state in what respect there are defects in the Project and shall state a reasonable time within which Westfield shall remedy those defects, having due regard to the impact of the Improvements, for a period beginning defects on the Closing Date operational efficiency, safety or marketing of the Center expansion. Westfield shall promptly remedy such defects by appropriate reconstruction, replacement, correction or rectification work and ending on shall complete the date that is one year after same within the Closing Date (time period stipulated in such instruction in accordance with the "Warranty Period")terms of this Agreement. For purposes Where such defects are due to materials and/or workmanship not being in accordance with the Plans and Specifications or Westfield's default under the terms of this Agreement, "material such remedy by Westfield shall be at no cost to Owner. Any defects in the design of the Improvements" means a failure to design the Improvements in accordance with applicable covenants, building laws, codes, ordinances, regulations and dimensional aspects of zoning regulations, as the same are interpreted and enforced as of the date of the design and construction of the Improvements. If any of such work which is the subject of the construction warranty described herein is found to be defective within Project rectified by Westfield during the Warranty Period ("Remedial Work") shall be subject to only one further warranty period. The warranty period for Remedial Work shall be twelve (12) months and Purchaser has provided notice thereof to Seller within shall commence on the date the Remedial Work is completed. Westfield's obligations under this Section 13.1 shall survive any termination of this Agreement following the Date of Substantial Project Completion for the duration of the applicable Warranty Period, Seller willbut subject to the following provisos, at its sole costshall not survive the termination of this Agreement prior to the Date of Substantial Project Completion pursuant to Article 16 or 17; PROVIDED, risk and expenseHOWEVER, correct such work promptly after receipt of written notice from Purchaser, and in any event Seller will commence the completion of such correction within 30 days after written notice from Purchaser unless such defect creates a safety hazard or adversely affects the use of the applicable space in the Improvements, in which event Seller will commence that the completion of such correction within 5 days after written notice from Purchaser. Seller will bear the cost of correcting destroyed or damaged construction, whether Warranty Period commences with respect to any completed or partially completed, which is caused by Seller's correction or removal of defective work. Purchaser agrees to provide Seller with access Stage prior to the Subject Property for the limited purpose Date of correcting and repairing Substantial Project Completion, then Westfield's warranty obligations with respect to such defective workmanship and/or materials. Seller will diligently and continuously proceed with the completion Stage shall survive any termination of all corrective work in a manner so as to minimize, this Agreement prior to the extent reasonably practicable, disrupting Date of Purchaser's Substantial Project Completion; and PROVIDED FURTHER that in the Tenant's operation event this Agreement shall be terminated prior to the Date of the Subject Property. All work done Substantial Project Completion due to a material default by Seller Westfield under this Section 26 shall not result in any liens being filed against the Subject Property. Performance of such one year Agreement, then Westfield's warranty will be Seller's sole and exclusive obligation obligations with respect to the correction or repair of the defective workmanship and/or materialswork that shall have been performed prior to such termination shall survive, and Purchaser's rights to enforce such one year warranty is Purchaser's sole and exclusive remedy with respect except to the correction or repair of such defective workmanship and/or materials in limitation of any contract, warranty or other rights, whether express or implied, that Purchaser may otherwise have under applicable law. If Seller does not proceed with the correction of such defective work within the time period as set forth above or fails to complete the correction, Purchaser may, upon prior written notice to Seller, but have no obligation to, perform extent such work and Seller will reimburse Purchaser for all reasonable costs and expenses of completing and performing such corrective work. Seller reserves the right to (a) enforce the provisions of the Warranties in respect to all obligations or duties of the other party thereto in order to fulfill its warranty obligations described herein, and (b) exercise such rights under the Warranties as are necessary in order for Seller to fulfill its obligations hereunder relating is damaged due to the Subject Property, provided, however, in no event will Seller terminate any acts or omissions of the Warranties as a result of Seller's enforcement of such reserved rights. The parties acknowledge that certain portions of the building and the building equipment constituting a part of the Improvements may not have been finally completed on the Closing Date. Accordingly, Seller and Purchaser shall determine in good faith on or before the expiration of the Inspection PeriodOwner, the amount (the "Punch List Amount"), which amount shall be 125% of the amount necessary to (i) satisfactorily complete any items of construction, successor developer or to provide any items of building equipment, required by the Plans and Specifications which, while substantially complete, have not been finally completed or provided on the Closing Date; (ii) satisfactorily complete any landscaping required by the Plans and Specifications which cannot then be completed on account of weather or the season; and (iii) correct any material defects in the design or construction of the Improvements or the materials incorporated therein (all of the foregoing being collectively called the "Punch List Work"). As expeditiously and prudently as possible after the Closing Date, Seller shall complete, or cause to be completed, all of the Punch List Work. Seller's covenant to complete the Punch List Work shall survive the Closing and any release of construction holdbacks by Tenant under the Leasetheir respective subcontractors.