Punchlist Holdback Clause Samples

Punchlist Holdback. If the estoppel certificate executed by the Tenant pursuant to Section 12 indicates that there are any punchlist items (“Punchlist Items”) still to be completed by Seller and if, prior to ▇▇▇, Tenant has not confirmed to Seller in writing that such items have been completed to Tenant’s reasonable satisfaction, then at ▇▇▇ Buyer and Seller agree to escrow an amount equal to One Hundred Twenty-Five Percent (125%) of the estimated cost to cure all Punchlist Items yet uncured as of ▇▇▇ (such cost to be estimated by Seller’s general contractor or architect, subject to Buyer’s reasonable approval of such estimate) (the “Punchlist Escrow”). The Punchlist Escrow shall be retained by the Escrow Agent from the Purchase Price paid by Buyer and shall be held by the Escrow Agent or other agreed upon escrow agent pursuant to the terms of an escrow agreement executed by Buyer, Seller and the escrow agent, which shall provide, in part, for release of applicable portions of the Punchlist Escrow to Seller upon written confirmation from Tenant of completion of each of the Punchlist Items and as more particularly set forth below. Buyer and Seller shall use good faith efforts to agree upon the form of escrow agreement during the Study Period. After Closing, Seller and its agents and contractors shall have access to the Property to complete the Punchlist Items, subject to the rights of Tenant under the Lease. If Buyer has not received such written confirmation from Tenant that all such items have been completed to Tenant’s reasonable satisfaction within ninety (90) days following ▇▇▇ (the “Punchlist Cure Deadline”), or if Seller has received notice from Tenant that Seller is in default of its obligations with respect to the Punchlist Items pursuant to the Lease, then Buyer shall be entitled, but not obligated, to undertake the cure of any remaining Punchlist Items and in connection therewith shall be entitled to retain up to the entire balance of the Punchlist Escrow upon presentation to Seller of invoices and other receipts for expenses reasonably incurred in connection therewith. Further, upon presentation by Buyer of evidence reasonably satisfactory to Seller that Buyer expended amounts in excess of the amount of the Punchlist Escrow to complete such Punchlist Items, Seller shall pay or cause to be paid to Buyer an amount equal to such excess within fifteen (15) days after receipt of such evidence. Notwithstanding the foregoing, in the event Seller reasonably demonstrates to...