Owner Holdbacks Sample Clauses

Owner Holdbacks. Notwithstanding anything to the contrary herein, in addition to the Retainage, upon the occurrence and continuance of any of the following events, Owner, upon Notice to Contractor in accordance with Section 6.12.2, may withhold or retain such portion (including all) of any payment due to Contractor under this Agreement as Owner deems appropriate in Owner’s reasonable discretion to confirm that performance of the Work will be effected in accordance with this Agreement or to protect fully the rights of Owner hereunder: (a) Any part of such payment is attributable to Work which is not materially in compliance with this Agreement; (b) Owner has received a notice of lien from any Subcontractor, Upgrade Supplier or Supplier or any other Person claiming payments due with respect to the Work; (c) Contractor’s failure to comply with the requirements of Article 21; (d) Owner has paid or is required to pay any amount pursuant to an official notice from a state agency, or employee benefit trust fund, for which Owner is or may reasonably be liable for Contractor or any Subcontractor, in accordance with Applicable Law; and (e) As one or more of the following shall occur: (i) A Contractor Event of Default shall have occurred hereunder; (ii) a lien claim has been filed for which Contractor is obligated to obtain a release pursuant to Article 29 and Contractor has not obtained such release within fifteen (15) days after such lien claim was filed; (iii) Contractor shall have failed to deliver any Contractor Deliverable included in Contractor’s Invoice to Owner on or before the date of such Contractor’s Invoice or any such Contractor Deliverable shall not have been prepared by Contractor in good faith; (iv) Contractor shall have failed to provide appropriate evidence of insurance in conformance with the requirements of this Agreement; (v) Owner shall have determined that any portion of the Work for which payment has already been made pursuant to a previous Contractor’s Invoice shall contain one or more Errors or Omissions or Defects; provided that the amount so withheld shall not exceed the amount reasonably expected to correct such Error or Omission or Defect; and (vi) a third-party claim has been filed for which Contractor is obligated to indemnify Owner pursuant to any of the provisions of Article 23 and Contractor has failed to provide the indemnification for such claim in accordance with Section 23.5 within the ten (10) day period provided therein.
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Owner Holdbacks. Any provision hereof to the contrary notwithstanding, in addition to the Retainage, upon the occurrence and during the continuance of any of the following events, Owner may withhold such portion (including all) of any payment due to Contractor under this Contract as described hereunder: (a) Contractor shall have improperly failed to make prompt payments to any Subcontractor or Vendor for material or labor used in the Work or any claim shall be made by any Subcontractor or Vendor to such effect, including a lien claim, and Contractor shall not have removed such lien claim or provided a bond or letter of credit or alternative security in favor of Owner in the value of the underlying amount of such lien claim, in which case Owner may withhold the actual or reasonably expected amount of the underlying claim (until its release); and (b) Subject to Section 23.5, Contractor shall have failed to provide appropriate evidence of insurance in conformance with the requirements of this Contract, in which case Owner may withhold an amount which is the value of the reasonably estimated premium for the remaining term for which Contractor is liable to provide such insurance coverage (until such coverage is obtained by Contractor).
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Owner Holdbacks. Any provision hereof to the contrary notwithstanding, in addition to the Retainage, upon the occurrence and during the continuance of any of the following events, Owner may withhold such portion (including all) of any payment due to Contractor under this Contract as described hereunder: (a) Contractor shall have improperly failed to make prompt payments to any Subcontractor or Vendor for material or labor used in the Work or any claim shall be made by any Subcontractor or Vendor to such effect, including a lien claim, and Contractor shall not have removed such lien claim or provided a bond or letter of credit or alternative security in favor of Owner in the value of the underlying amount of such lien claim, in which case Owner may withhold the actual or reasonably expected amount of the underlying claim (until its release); and (b) Subject to Section 23.5, Contractor shall have failed to provide appropriate evidence of insurance in conformance with the requirements of this Contract, in which case Owner may withhold an amount which is the value of the reasonably estimated premium for the remaining term for which Contractor is liable to provide such insurance coverage (until such coverage is obtained by Contractor).
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Related to Owner Holdbacks

  • No Holdbacks The principal amount of the Mortgage Loan stated on the Mortgage Loan Schedule has been fully disbursed as of the Closing Date and there is no requirement for future advances thereunder (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs, occupancy, performance or other matters with respect to the related Mortgaged Property, the Mortgagor or other considerations determined by the Mortgage Loan Seller to merit such holdback).

  • Holdback In consideration for the Company agreeing to its obligations under this Agreement, each Shareholder agrees in connection with any registration of the Company’s securities (whether or not such Shareholder is participating in such registration) upon the request of the Company and the underwriters managing any underwritten offering of the Company’s securities, not to effect (other than pursuant to such registration) any public sale or distribution of Registrable Securities, including, but not limited to, any sale pursuant to Rule 144 or Rule 144A, or make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any Registrable Securities, any other equity securities of the Company or any securities convertible into or exchangeable or exercisable for any equity securities of the Company without the prior written consent of the Company or such underwriters, as the case may be, during the Holdback Period, provided that nothing herein will prevent any Shareholder that is a partnership or corporation from making a distribution of Registrable Securities to the partners or shareholders thereof or a transfer to an Affiliate that is otherwise in compliance with applicable securities laws, so long as such distributees agree to be so bound. With respect to such underwritten offering of Registrable Securities covered by a registration pursuant to Sections 2.1 or 2.2, the Company further agrees not to effect (other than pursuant to such registration or pursuant to a Special Registration) any public sale or distribution, or to file any Registration Statement (other than such registration or a Special Registration) covering any, of its equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the Holdback Period with respect to such underwritten offering, if required by the managing underwriter, provided that notwithstanding anything to the contrary herein, the Company’s obligations under this Section 2.7 shall not apply during any twelve-month period for more than an aggregate of ninety days.

  • No Holdback The proceeds of each Mortgage Loan have been fully disbursed (except in those cases where the full amount of the Mortgage Loan has been disbursed but a portion thereof is being held in escrow or reserve accounts pending the satisfaction of certain conditions relating to leasing, repairs or other matters with respect to the related Mortgaged Property), and there is no obligation for future advances with respect thereto.

  • Holdback Amount Escrow Agent shall hold back in escrow from Seller’s net proceeds at Closing an amount equal to Seventy-Five Thousand Dollars ($75,000.00) (the “Holdback Amount”). The sole purpose for which the Holdback Amount may be applied is as to any amounts which Seller owes to Purchaser for post-Closing claims to the extent allowed and subject to any limitations set forth in this Agreement. For clarity, the Holdback Amount is intended as a source of payment, but not as a limitation of damages that may be claimed by Purchaser. Except as to any amounts claimed to be owed by Seller to Purchaser which amounts are specifically reflected in a lawsuit commenced against Seller within twelve (12) months after the Closing for damages based upon the post-Closing claim, Escrow Agent shall disburse the balance of the Holdback Amount to Seller immediately following the expiration of the twelve (12) month period. Prior to institution of any such lawsuit, Purchaser shall provide at least ten (10) days prior written notice to Seller, specifying the exact amount and nature of any such claim asserted by Purchaser against the Holdback Amount. Any lawsuit commenced against Seller must specifically set forth the exact amount which is claimed to be owed by Seller to Purchaser, and absent such specific amount being identified, Escrow Agent is authorized to release the entire Holdback Amount to Seller immediately following the expiration of the twelve month (12) month period post-Closing. Any portion of the Holdback Amount which Escrow Agent is entitled to retain pursuant to this Section 3.10 after the passage of the twelve (12) month period, shall continue to be held in escrow pending final and unappealable dismissal or judgment in the action or actions timely commenced by Purchaser or settled pursuant to a written agreement between Seller and Purchaser. If Purchaser obtains a final and unappealable judgment in any such action, Escrow Agent is directed to make a disbursement to Purchaser from the Holdback Amount retained in escrow in the amount of the judgment plus any interest, attorney’s fees, and costs to which it is entitled thereon upon presentation to Escrow Agent and Seller of the court order or other evidence of such final and unappealable judgment. Once all such actions are either finally or unappealably dismissed or a final and unappealable judgment is entered therein or settled pursuant to a written agreement between Seller and Purchaser, and any amount of damages due to Purchaser is paid, whether from the Holdback Amount or otherwise, Escrow Agent is directed to disburse to Seller any remaining balance of the Holdback Amount. The parties shall execute any additional escrow instructions not inconsistent with the foregoing reasonably required by Escrow Agent or either party relating to the Holdback Amount. Escrow Agent’s fees and costs for holding and disbursing the Holdback Amount shall be shared equally by Seller and Purchaser.

  • Additional Escrow Amounts On the date of any Purchase Withdrawal, the Pass Through Trustee may re-deposit with the Depositary some or all of the amounts so withdrawn in accordance with Section 2.4 of the Deposit Agreement.