Development Projects. Between the Effective Date and the Closing Date, the applicable Sellers shall use commercially reasonable efforts to complete all Development Projects, at their sole cost and expense, in a good and workmanlike manner, in accordance with all applicable Legal Requirements and approved plans and specifications and otherwise in a manner reasonably acceptable to Purchaser. If one or more Development Projects is not so completed prior to the Closing Date, then at Closing, the applicable Sellers and Buyer shall enter into an escrow agreement, in form and substance reasonably acceptable to Sellers and Buyer, pursuant to which (a) Sellers agree to deposit a sum of 125% of the costs reasonably expected to complete such Development Project(s), (b) the Contracts relating to such Development Project(s) shall be assigned from the applicable Sellers to Buyer, (c) Buyer shall complete such Development Project(s) using the amounts deposited by Sellers pursuant to clause (a) above, and (d) after completion of all Development Projects, all funds remaining in escrow shall be released to Sellers.
Appears in 3 contracts
Sources: Purchase and Sale Agreement, Purchase and Sale Agreement (CNL Lifestyle Properties Inc), Purchase and Sale Agreement (Senior Housing Properties Trust)