Royal Lexington Sample Clauses

Royal Lexington. (i) The Contributor related to Royal Lexington shall have caused the owner of parcels 7 and 8 to enter into a purchase agreement with the Operating Partnership pursuant to which such owner shall sell such property to the Operating Partnership or its designee at Closing for a purchase price of $10 and otherwise substantially in the form of the Orlando Purchase Agreement, and the closing of the transaction contemplated by such purchase agreement shall occur concurrently with the Closing. The legal description of the Royal Lexington Property shall be revised to remove such parcels 7 and 8. At or prior to Closing, (1) the Lexington Contributing Party shall enter into an agreement with Royal Apartments pursuant to which Royal Apartments shall be appointed as agent of the Lexington Contributing Property and (2) Royal Apartments, as agent, and the Operating Partnership or its designee shall enter into a development agreement pursuant to which Royal Apartments will agree (i) to complete the parking lot on such parcels pursuant to plans and specifications approved by the Contributee, (ii) not to materially modify such plans and specifications without the Contributee’s prior written consent and (iii) upon completion, to assign to the Operating Partnership or its designee all of Royal Apartments’ and its affiliates’ right, title and interest in and to such plans and specifications, all construction contracts and subcontracts relating to such development and related guaranties. A sum equal to 125% of the estimated cost to complete the parking lot shall be withheld from the Cash Consideration and held in escrow by Escrowee as a holdback (the “Parking Lot Holdback”) pending completion of all of the parking lot pursuant to an escrow agreement to be executed by Royal Apartments, as agent for the Lexington Contributing Party, the Operating Partnership or its designee and Escrowee at Closing, which escrow agreement shall incorporate the applicable terms set forth on Exhibit C hereto. Upon completion of the parking lot Royal Apartments, as agent, shall have the right to request a disbursement of all of the Parking Lot Holdback by delivery of written notice to the Contributee and the amount of the Parking Lot Holdback hall be disbursed to the party or parties designated in said written notice, subject to the Contributee’s written approval of the completion of the Parking Lot, which shall not be unreasonably withheld or delayed.
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