Common use of Holdbacks Clause in Contracts

Holdbacks. (a) During the period commencing (x) with respect to any Demand Registration on the date the Company receives the Demand Notice or (y) with respect to any Piggyback Registration on the date any Holder first gives notice to participate in a Piggyback Registration or (z) on the date the registration statement is filed with respect to an offering described in any Piggyback Notice if no Holder gives notice to participate in such offering, and ending thirty (30) days thereafter ("Holdback Period"), no Holder shall (regardless of their participation in any such offering) and, except as may be disclosed in the prospectus to accompany the reoffering of Registrable Shares, no Holder shall announce or disclose any intention to, Transfer any shares of Common Stock; provided that, in the event the registration statement described in clause (x) or (y) or any registration statement with respect to a Qualified Public Offering is declared effective within such 30-day period, then the Holdback Period shall be extended to ninety (90) days after the date of the final prospectus relating to such public offering (or such greater or lesser period which is reflected in any "lock-up" provisions which the managing underwriter of such offering, if any, may require of any selling shareholders). Unless restricted by such underwriter lock-up provisions, the foregoing sentence shall not apply to (A) the transfer of shares of Common Stock or other securities by the undersigned as a gift or gifts, (B) the transfer of shares of Common Stock or other securities of the Company by the undersigned to its Affiliates, and (C) the sale of shares of Common Stock by Selling Holders pursuant to the registration statement relating to any Demand Registration or Piggyback Registration; provided, that, in the case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s), respectively, agree(s) in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of this paragraph. For purposes of this Agreement, a "Qualified Public Offering" is defined as the an underwritten public offering of Common Stock at an aggregate gross offering price of $200 million or more, whether made pursuant to Section 1 hereof or otherwise, where the gross offering price per share is $40 or more and which commences prior to the first anniversary of the closing on the Merger Agreement. (b) [Reserved]

Holdbacks. Any provision hereof to the contrary notwithstanding, upon the occurrence and continuance of any of the following events, Owner, upon Notice to Contractor, may, but shall have no obligation to, withhold or retain such portion (including all) of any payment due to Contractor under this Contract in a proportionate amount necessary to protect Owner if: (a) During A Contractor Event of Default shall have occurred hereunder as defined in Section 20.1 and Contractor has not yet remedied such Event of Default; (b) Any part of such payment shall be attributable to Work which shall contain one or more Defects or shall not have been performed in accordance with Exhibit A or the period commencing Drawings and Specifications; (xc) Contractor shall have improperly failed to make payments in accordance with respect its subcontracts to any Demand Registration on Subcontractor for Equipment, material or labor used in the date the Company receives the Demand Notice or (y) with respect to any Piggyback Registration on the date any Holder first gives notice to participate Work for which Owner has paid Contractor unless Contractor has, in good faith, disputed such payments and, if a Piggyback Registration or (z) on the date the registration statement lien is filed with respect thereto, Contractor posted a bond against such lien; and (d) Contractor shall have failed to an offering described promptly and diligently implement the Work in accordance with the Schedule Recovery Plan. (e) Contractor shall have failed to remove and replace or to cause any Piggyback Notice if no Holder gives notice Subcontractor to participate in such offeringremove and replace, and ending thirty within ten (3010) days thereafter after receiving Notice pursuant to Section 4.18, any employee of Contractor or of any Subcontractor; provided, however, the amount withheld as a result of the application of this Section 7.9(e) shall not exceed ten percent ("Holdback Period"), no Holder 10%) of the amount otherwise payable to Contractor under this Article 7. No payment made hereunder shall (regardless be construed to be acceptance or approval of their participation in that part of the Work to which such payment relates or to relieve Contractor of any such offering) and, except as may be disclosed in the prospectus to accompany the reoffering of Registrable Shares, no Holder shall announce or disclose its obligations hereunder. Should any intention to, Transfer any shares of Common Stock; provided that, in the event the registration statement described in clause (x) or (y) or any registration statement dispute arise with respect to a Qualified Public Offering is declared effective within Owner’s exercise of its rights under this Section 7.9, such 30-day period, then the Holdback Period dispute shall be extended subject to ninety (90) days after resolution in accordance with Article 32. Notwithstanding the date provisions of the final prospectus relating to such public offering (or such greater or lesser period which is reflected in any "lock-up" provisions which the managing underwriter of such offeringSection 20.4, if any, may require of any selling shareholders). Unless restricted by such underwriter lock-up provisions, the foregoing sentence Contractor shall not apply to (A) the transfer have any rights of shares of Common Stock termination or other securities by the undersigned suspension under Section 20.4 as a gift result of Owner’s exercise or gifts, (B) the transfer attempted exercise of shares of Common Stock or other securities of the Company by the undersigned to its Affiliates, and (C) the sale of shares of Common Stock by Selling Holders pursuant to the registration statement relating to any Demand Registration or Piggyback Registration; provided, that, in the case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s), respectively, agree(s) in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of rights under this paragraph. For purposes of this Agreement, a "Qualified Public Offering" is defined as the an underwritten public offering of Common Stock at an aggregate gross offering price of $200 million or more, whether made pursuant to Section 1 hereof or otherwise, where the gross offering price per share is $40 or more and which commences prior to the first anniversary of the closing on the Merger Agreement7.9. (b) [Reserved]

Holdbacks. Any advances for costs and expenses of labor and materials connected with the construction/performance of the 2002 Project shall be limited to Ninety Percent (a90%) During of such costs and expenses (or such other amounts, if any, as reasonably approved by Landlord and negotiated in the period commencing applicable Construction Contracts) and shall be made in accordance with the payment schedule of the Construction Contract with any General Contractor or other contractor. The final advance of proceeds representing the applicable retainage for any particular item will not be made until the last to occur of (xi) the Completion Date, (ii) completion of all Punch List Items and (iii) the date Landlord receives, as applicable, (1) all final lien releases and waivers provided for herein, (2) an "As-Built" set of plans and specifications (if reasonably requested by Landlord based upon the nature of the 2002 Project), (3) an ALTA "As-Built" survey (if reasonably requested by Landlord based upon the nature of the 2002 Project), and (4) such other documents as Landlord may reasonably request. Notwithstanding the foregoing, if (i) any subcontractor has completed the work required of such subcontractor pursuant to such subcontractor's applicable Construction Contract, and (ii) such subcontractor has executed and delivered to Landlord a lien release and waiver with respect to such work, then Landlord shall, in addition to the foregoing amounts, disburse to Tenant an amount necessary to compensate a subcontractor for such work in accordance with the terms of the applicable Construction Contract. Except as provided herein, in no event shall any Demand Registration portion of such retainage be paid if any mechanics' and/or materialmen's liens or other encumbrances have been filed and remain on the date Property (except for permitted contests pursuant to Article XIII of the Company receives the Demand Notice or Lease); provided, however, that if Landlord has received all required materials other than those listed in item (y1) with respect to any Piggyback Registration on the date any Holder first gives notice to participate in a Piggyback Registration or (z) on the date the registration statement is filed above with respect to an offering described item because a mechanics' and/or materialmen's lien or other encumbrance has been filed and remains on the Property, which lien or encumbrance is being contested by Tenant in any Piggyback Notice if no Holder gives notice to participate in such offering, and ending thirty (30) days thereafter ("Holdback Period"), no Holder shall (regardless accordance with Article XIII of their participation in any such offering) and, except as may be disclosed in the prospectus to accompany the reoffering of Registrable Shares, no Holder shall announce or disclose any intention to, Transfer any shares of Common Stock; provided that, in the event the registration statement described in clause (x) or (y) or any registration statement with respect to a Qualified Public Offering is declared effective within such 30-day periodLease, then the Holdback Period Landlord shall be extended release to ninety (90) days after the date of the final prospectus relating to Tenant such public offering (or such greater or lesser period which is reflected in any "lock-up" provisions which the managing underwriter of such offeringfunds, if any, may require of any selling shareholders). Unless restricted necessary to reduce the retainage for a particular item to the amount reasonably required by Landlord as security for such underwriter lock-up provisions, the foregoing sentence lien or encumbrance which amount shall not apply to be less than one hundred fifty percent (A150%) the transfer of shares of Common Stock or other securities by the undersigned as a gift or gifts, (B) the transfer of shares of Common Stock or other securities of the Company by the undersigned to its Affiliates, and (C) the sale amount of shares of Common Stock by Selling Holders pursuant to the registration statement relating to any Demand Registration such lien or Piggyback Registration; provided, that, in the case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s), respectively, agree(s) in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of this paragraph. For purposes of this Agreement, a "Qualified Public Offering" is defined as the an underwritten public offering of Common Stock at an aggregate gross offering price of $200 million or more, whether made pursuant to Section 1 hereof or otherwise, where the gross offering price per share is $40 or more and which commences prior to the first anniversary of the closing on the Merger Agreementencumbrance. (b) [Reserved]

Holdbacks. (a) During the period commencing (x) with respect to Notwithstanding any Demand Registration on the date the Company receives the Demand Notice or (y) with respect to any Piggyback Registration on the date any Holder first gives notice to participate in a Piggyback Registration or (z) on the date the registration statement is filed with respect to an offering described in any Piggyback Notice if no Holder gives notice to participate in such offering, and ending thirty (30) days thereafter ("Holdback Period"), no Holder shall (regardless of their participation in any such offering) and, except as may be disclosed in the prospectus to accompany the reoffering of Registrable Shares, no Holder shall announce or disclose any intention to, Transfer any shares of Common Stock; provided that, in the event the registration statement described in clause (x) or (y) or any registration statement with respect to a Qualified Public Offering is declared effective within such 30-day period, then the Holdback Period shall be extended to ninety (90) days after the date of the final prospectus relating to such public offering (or such greater or lesser period which is reflected in any "lock-up" provisions which the managing underwriter of such offering, if any, may require of any selling shareholders). Unless restricted by such underwriter lock-up provisions, the foregoing sentence shall not apply to (A) the transfer of shares of Common Stock or other securities by the undersigned as a gift or gifts, (B) the transfer of shares of Common Stock or other securities of the Company by the undersigned to its Affiliates, and (C) the sale of shares of Common Stock by Selling Holders pursuant to the registration statement relating to any Demand Registration or Piggyback Registration; provided, that, in the case of clause (A) or (B) above, the recipient(s), donee(s) or transferee(s), respectively, agree(s) in writing as a condition precedent to such issuance, gift or transfer to be bound by the terms of this paragraph. For purposes provision of this Agreement, a "Qualified Public Offering" the Lender is defined as the an underwritten public offering entitled to retain, and not disburse, from any payment of Common Stock at an aggregate gross offering price of $200 million or more, whether made Net Proceeds pursuant to Section 1 hereof 6.02 in connection with any Restoration Work, a holdback or otherwiseholdbacks from time to time in such amount(s) and for such period(s) of time as determined by the Lender in its sole discretion, where in order to maintain and ensure the gross offering price per share priority of the Hypothec as a first priority Lien of the Property at all times, to comply with all Applicable Laws and to ensure that all holdback and other related financial obligations and liabilities of the Lender under Applicable Laws relating to or directly or indirectly arising from with the Restoration Work are and will continue to be fully satisfied solely by or from such holdbacks. Such holdback(s) will be retained by the Lender until such time as (i) the Restoration Work has been fully completed in accordance with this Article with no material deficiency or defect, (ii) the Lender shall have received copies of any and all final certificates of occupancy or other certificates, licenses, permits and approvals required for the ownership, occupancy and operation of the Property in accordance with all Applicable Laws, (iii) the Lender is $40 satisfied in its sole discretion that the priority of the Hypothec as a first priority Lien of the Property will not be impaired or more otherwise affected by the release of such holdback(s) and which commences prior that all construction liens, mechanics liens or other similar Liens and all holdback and other related financial obligations and liabilities of the Lender under Applicable Laws relating to or arising from such Restoration Work, including all Lien registration periods under the CCQ relating to such Restoration Work, have either fully expired or have otherwise been fully satisfied, (iv) all costs and expenses of the Restoration Work, including all Lien registration periods under the CCQ relating to such Restoration Work, (including all costs and expenses of any Lender Entity referred to in Section 6.01(viii)) have been fully paid, (v) there are no outstanding claims or disputes with respect to the first anniversary Restoration Work, and (vi) no Event of Default exists. Provided no Event of Default exists, if any excess Net Proceeds held by the Lender remain after satisfaction of all of the closing on foregoing matters, such excess proceeds shall be paid to the Merger AgreementBorrower. (b) [Reserved]