Common use of Ongoing Work Clause in Contracts

Ongoing Work. (a) Seller is presently pursuing the capital projects on the Property more particularly described on Schedule 6.11 (the “Ongoing Work”). Seller shall diligently pursue completion, in a good and workmanlike manner and in compliance with all Applicable Laws, of the Ongoing Work prior to Closing; provided, that subject to Seller’s compliance with such obligation, Purchaser agrees to accept the Property at Closing subject to the Ongoing Work in its then-existing state of completion as of the Closing. (b) Seller shall keep Purchaser reasonably informed as to the progress of the Ongoing Work, and shall be available, and shall make Seller’s contractors, architect, engineer and other professional consultants available, at reasonable times upon reasonable prior notice from Purchaser and for reasonable durations, to meet with Purchaser in order to address any questions or concerns and to keep Purchaser reasonably informed as to the progress of the Ongoing Work. (c) Purchaser shall receive a credit at Closing in an amount equal to the aggregate unpaid costs and expenses then remaining in order to complete the Ongoing Work, which amount shall be equal to the amount set forth in the Ongoing Work Budget less the amount of any costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing (which costs and expenses shall be evidenced by paid invoices), and whether such costs and expenses relate to work (i) which has been performed but has not been paid prior to Closing or (ii) which is to be performed by Purchaser from and after Closing, and shall include any unfunded retainage. Upon the request of Purchaser, Seller will provide to Purchaser lien waivers for the costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing. Furthermore, ▇▇▇▇▇▇ agrees to provide the Title Company that which is necessary so that no exception is included on the Owner’s Title Policy which relates to mechanics or materialman’s liens in connection with the Ongoing Work.

Ongoing Work. (a) Prior to Closing, Seller is presently pursuing shall cause all work under the capital projects construction contracts listed on the Property more particularly described on Schedule 6.11 Exhibit P attached hereto (the “Construction Contracts”) to be performed in a diligent manner. The general contractors under the Construction Contracts may be referred to individually as a “Contractor”. Seller will keep Buyer generally advised of the status of construction under the Construction Contracts. With respect to any Construction Contract for which the work is completed prior to the Closing Date, on or before the Closing Date, Seller shall satisfy all requirements of the Title Company in order for the Title Policy to be issued without exception for the work under such Construction Contract. All of Seller’s right, title, and interest, if any, in and to the Construction Contracts for work that has not been completed as of the Closing Date (“Ongoing Work”). , shall be assigned to and assumed by Buyer at Closing, Seller shall diligently pursue completion, deliver to Purchaser prior to Closing an executed contractor’s certificate in a good and workmanlike manner and in compliance with all Applicable Laws, of the form attached hereto as Exhibit O from each Contractor for any Ongoing Work prior to Closing; provided, that subject to Seller’s compliance with such obligation, Purchaser agrees to accept the Property being assumed by Buyer at Closing subject to the Ongoing Work in its then-existing state of completion as of the Closing. (b) each, a “Contractor’s Certificate”), Seller shall keep Purchaser reasonably informed as to the progress of the Ongoing Work, and shall be available, and shall make Seller’s contractors, architect, engineer and other professional consultants available, at reasonable times upon reasonable prior notice from Purchaser and for reasonable durations, to meet provide Buyer with Purchaser in order to address any questions or concerns and to keep Purchaser reasonably informed as to the progress of the Ongoing Work. (c) Purchaser shall receive a credit at Closing in an amount equal to for the aggregate unpaid costs and expenses then remaining in order to complete the Ongoing Work, which amount shall be equal to the amount set forth in the balance owed under any Construction Contract for Ongoing Work Budget as reflected on each Contractor’s Certificate (less the amount amount, if any, for which a tenant is directly responsible for payment under the terms of any costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing (which costs and expenses shall be evidenced by paid invoicessuch tenant’s Lease), and whether such costs and expenses relate to work (i) which has been performed but has not been paid prior to Closing or (ii) which is to be performed by Purchaser from and after ClosingBuyer shall indemnify, defend, and shall include hold Seller harmless for any unfunded retainage. Upon the request of Purchaser, Seller will provide to Purchaser lien waivers for the costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing. Furthermore, ▇▇▇▇▇▇ agrees to provide the Title Company that which is necessary so that no exception is included on the Owner’s Title Policy which relates to mechanics or materialman’s liens liability in connection with the Ongoing WorkWork relating to the period from or after the Closing Date. Buyer acknowledges and agrees that any change orders or modifications to the scope or cost of the Ongoing Work authorized by Buyer after the Closing Date shall be Buyer’s responsibility. Seller shall also provide Buyer with copies of all notices to owner received by Seller, and Seller shall provide Buyer and the Title Company with copies of all lien releases and lien waivers for all work which has been completed and for which payment has been made to each Contractor, if any, and an accounting of all payments made to each Contractor or otherwise for the work under any Construction Contract for Ongoing Work and anything else related to the Ongoing Work and/or the payment thereof as reasonably required by Buyer or the Title Company. Seller shall cooperate with Buyer in all reasonable respects in connection with the turnover of the Ongoing Work to Buyer and shall arrange meetings between Buyer and the applicable Contractor(s) prior to Closing. The provisions of this section shall survive Closing.

Ongoing Work. (a) 11.5.1. Fee Seller is and/or Leasehold Seller are presently pursuing the capital projects on the Property more particularly described on Schedule 6.11 (the “Ongoing Work”)) more particularly described on Schedule 11.5.1. Fee Seller and/or Leasehold Seller, as applicable, shall diligently use commercially reasonable efforts to continue to pursue completion, in a good and workmanlike manner and in compliance with all Applicable Laws, of the Ongoing Work prior to Closing; provided, that subject to Seller’s compliance with such obligationthat, Purchaser ▇▇▇▇▇▇▇▇▇ agrees to accept the Property at Closing subject to the Ongoing Work in its then-then existing state of completion as of the Closing. (b) Seller shall keep Purchaser reasonably informed as to . At Closing, the progress of Ongoing Work Contracts and any related agreements associated with the Ongoing Work, and in each case which have not expired or been terminated in accordance with the terms hereof, shall be availableassigned by Fee Seller and/or Leasehold Seller, and shall make Seller’s contractorsas applicable, architect, engineer and other professional consultants available, at reasonable times upon reasonable prior notice from to Purchaser and for reasonable durations, Purchaser shall assume the obligation to meet with Purchaser in order to address any questions or concerns and to keep Purchaser reasonably informed as to the progress of the complete such Ongoing Work. (c) Purchaser . Seller shall receive a credit at Closing in an amount equal to any amounts Fee Seller or Leasehold Seller paid under the aggregate unpaid Ongoing Work Contracts for work during the period after the Cut-Off Time, and Purchaser shall receive a credit at the Closing in an amount equal to any amounts which have accrued with respect to work during the period through the Cut-Off Time under the Ongoing Work Contracts but not been paid as of the Closing. Upon assignment of any applicable Ongoing Work Contracts by Fee Seller and/or Leasehold Seller to Purchaser and receipt by Purchaser and Seller of the applicable credits described in this Section 11.5.1, Seller shall have no further liability to Purchaser or any other Person for the Ongoing Work or the costs associated therewith. Seller shall provide any lien waivers or other reasonable documentation required by the Title Company (as modified to include Seller’s reasonable revisions) to provide mechanics lien coverage under the Title Policy for the Ongoing Work which may have been completed prior to the Closing Date. 11.5.2. Prior to the Closing, Seller shall not terminate any Ongoing Work Contracts, or enter into any new contracts for capital projects on the Property, including any engineering agreements, architect agreements, development design agreements, contractor agreements and expenses then remaining similar agreements, or any amendments of Ongoing Work Contracts which modify the scope of work or consideration thereunder (collectively, “New Ongoing Work Contracts”), in order to complete each case without the consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. In the event any New Ongoing Work Contract is entered into with the consent of Purchaser, such New Ongoing Work Contract shall become an Ongoing Work Contract and the work contemplated thereby shall be Ongoing Work, all of which amount shall be subject to the terms and conditions of Section 11.5.1 above; provided, however, that notwithstanding the terms and conditions of Section 11.5.1 above, Seller shall receive a credit at Closing in an amount equal to any amounts Fee Seller or Leasehold Seller paid under the amount New Ongoing Work Contracts for any period, and Purchaser shall not be entitled to any credit for amounts paid or payable under the New Ongoing Work Contracts. Purchaser has pre-approved the information, documentation and parameters for certain anticipated New Ongoing Work Contracts as set forth on Schedule 11.5.2, and acknowledges and agrees that its approval rights set forth in this Section 11.5.2 with respect 2230752.03F-NYCSR03A - MSW to such anticipated New Ongoing Work Contracts shall be limited solely to the terms and provisions of the final documentation therefor which is inconsistent with the information, documentation and parameters set forth on Schedule 11.5.2. Notwithstanding anything to the contrary contained herein, in the event Seller terminates any New Ongoing Work Contracts in accordance with this Section 11.5.2, such New Ongoing Work Contracts shall not be assigned to Purchaser, and Seller shall not receive a credit for any costs paid thereunder. Notwithstanding anything to the contrary contained herein, Seller shall have no obligation to enter into any New Ongoing Work Contract, regardless of whether Purchaser has approved the same. In the event any New Ongoing Work Contracts are entered into or any New Ongoing Work Contracts are terminated as provided in this Section 11.5.2, all representations and warranties pertaining to the Ongoing Work Budget less the amount of any costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing (which costs and expenses Contracts shall be evidenced by paid invoices), and whether such costs and expenses relate to work (i) which has been performed but has not been paid prior to Closing or (ii) which is to be performed by Purchaser from and after Closing, and shall include any unfunded retainage. Upon the request of Purchaser, Seller will provide to Purchaser lien waivers for the costs and expenses paid by Seller in respect of the Ongoing Work prior to Closing. Furthermore, ▇▇▇▇▇▇ agrees to provide the Title Company that which is necessary so that no exception is included on the Owner’s Title Policy which relates to mechanics or materialman’s liens in connection with the Ongoing Workdeemed modified accordingly.