Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in the form of Exhibit Y-2 from the Contractors and Subcontractors listed in clauses (i) and (ii) below for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request except for such work, services and materials the payment for which does not exceed, in the aggregate $10,000,000 and is being disputed in good faith, so long as (1) such proceedings shall not involve any substantial danger of the sale, forfeiture of loss or the Project or any Mortgaged Property, as the case may be, title thereto or any interest therein and shall not interfere in any material respect with the Project or any Mortgaged Property and (2) adequate cash reserves have been provided therefor through an allocation in the Anticipated Cost Report. The Persons required to provide such lien releases are:
(i) The Prime Contractor and each of its first tier trade subcontractors and materialmen under the Prime Construction Contract;
(ii) (A) Each Contractor party to a "fixed price" contract and (B) each other Contractor and each of its first tier trade subcontractors and materialmen, in each case with a value or contract price in excess of $100,000 (or, with respect to suppliers and vendors who are located outside the United States and do not provide labor at the Site, $200,000). Notwithstanding the foregoing, if the Company or any Contractor does not obtain any of the foregoing waivers and releases of liens required under clauses (a) or (b) above (collectively, "Outstanding Releases"), then instead of delivering such Outstanding Releases and as a condition to any progress or other payment from the proceeds of the requested Advance, the Company may obtain and provide to the Disbursement Agent from the Title Insurer bonds or endorsements to the title insurance policies insuring the lien free status of the work and the Mortgaged Property; provided, however, that at no time shall the aggregate of all Outstanding Releases represent work with an aggregate value in excess of $2,000,000. The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contracto...
Conditional Releases. Duly executed acknowledgments of payments and releases in the form of Exhibit N-2 or otherwise in form and substance reasonably satisfactory to the Bank Agent from the Lien Release Parties performing work and/or providing services (other than engineering, design, advisory or consulting) and/or providing and/or installing materials (other than Eligible FF&E), for all work, services and materials done, performed or furnished for the construction of each Active Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request, conditioned upon receiving payment from the proceeds of the requested Advance, except for work, services or materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves through an allocation in the Anticipated Cost Reports which in the aggregate with all other amounts so reserved for all Active Projects shall not exceed $100,000,000; provided, however, that (i) for purposes of determining whether such $100,000,000 limit has been exceeded, contested amounts relating to any Construction Contract that have been terminated in accordance with Section 7.1.6(a) of this Agreement shall not be counted; and (ii) the Company shall not be required to provide such acknowledgements of payments and conditional releases from any Lien Release Party with a value or contract price of less than $500,000 (subject to an aggregate limit of $100,000,000 for all Active Projects, after which acknowledgements and releases shall be provided from each Lien Release Party regardless of the value or contract price of the work, services or materials being performed or provided by such Person);
Conditional Releases. Simultaneously with the execution and delivery of this Agreement, each officer and director of DII has executed and delivered a Conditional Release, in the form of Exhibit 8.10 to this Agreement, to be effective only if the Effective Time occurs.
Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in form and substance reasonably satisfactory to the Disbursement Agent (in consultation with the Construction Consultant) from the Construction Manager and each Contractor and Subcontractor for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request with a value or contract price in excess of $50,000, conditioned upon receiving payment from the proceeds of the requested Advance, except for work, services or materials the payment for which (i) is being disputed in good faith, by appropriate means and with appropriate reserves (through funds on deposit in the Lien Protection Account or funds to be deposited in the Lien Protection Account from the proceeds of the requested Advance which in the aggregate with all amounts on deposit therein shall not exceed $20,000,000). The Disbursement Agent may rely on the certification by the Company and the Construction Consultant set forth in their respective certificates relating to the requested Advance in determining that all Contractors and Subcontractors that will not be paid out of the requested Advance but who are required to deliver lien releases pursuant to clauses (a) and (b) above have delivered the same.
Conditional Releases. (a) Lannxxx xxxs hereby, for himself and his successors and assigns, release, acquit and forever discharge the Company and its insurers, employees, successors, assigns, agents, directors and officers (hereinafter collectively referred to as the "Releasees"), of and from any and all claims, demands, losses, damages, expenses, causes of action and rights of action whatsoever, known and unknown, anticipated and unanticipated, which Lannxxx xxx or may have and/or to which Lannxxx xxx be entitled, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of the closing of the First Option.
(b) The Company does hereby release, acquit and forever discharge Lannxxx xxx and his heirs, successors and assigns, of and from any and all claims, demands, losses, damages, expenses, causes of action and rights of action whatsoever, known and unknown, anticipated and unanticipated, which the Company has or may have and/or to which the Company may be entitled, for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of the closing of the First Option.
(c) Notwithstanding the foregoing, in the event the First Option is not exercised, the mutual releases set forth in this section 5.1 shall be null and void and of no effect.
Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics’ and materialmen’s liens in the form of Exhibit R or otherwise in form and substance reasonably satisfactory to each Funding Agent from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project through the calendar month ended immediately prior to the calendar month in which the Effective Date occurs, conditioned only upon receiving payment of a specified amount, except for such work, services and materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000.
Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics’ and materialmen’s liens, in the form of Exhibit R or otherwise in form and substance reasonably satisfactory to the Disbursement Agent, from each Contractor and Subcontractor performing work and/or providing services or materials with a value or contract price in excess of $1,500,000 (subject to an aggregate limit of $50,000,000, after which acknowledgements and releases shall be provided from each Contractor and Subcontractor regardless of the value or contract price of the work, services or materials being performed or provided by such Person) for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Phase II Project from the last day covered by the immediately preceding Advance Request through the last day covered by the current Advance Request, conditioned upon receiving payment from the proceeds of the requested Advance, except for work, services or materials the payment for which (i) is being disputed in good faith, by appropriate means and (ii) as applicable, LCR or the Phase II Mall Borrowers have provided appropriate reserves either through funds on deposit in the Lien Protection Account or an allocation in the Anticipated Cost Report which in the aggregate with all other amounts so reserved shall not exceed $20,000,000 (or such larger amount as may be reasonably approved from time to time by the Funding Agents).
Conditional Releases. Simultaneously with the execution and delivery of this Agreement, each officer and director of X-Ray has executed and delivered a Conditional Release, in the form of Exhibit 8.10 to this Agreement, to be effective only if the Effective Time occurs.
Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's Liens in form and substance reasonably satisfactory to the Administrative Agent (in consultation with the Construction Consultant) from the Design/Builder and each Contractor and Subcontractor for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Main Project through the Closing Date with a value or contract price in excess of $50,000, except for work, services or materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves by the Borrower or which will be discharged after giving effect to such Advance.
Conditional Releases. Duly executed acknowledgments of payments and releases of mechanics' and materialmen's liens in form and substance reasonably satisfactory to the Administrative Agent and the Disbursement Agent (in consultation with the Construction Consultant) from the Design/Builder and each Contractor and Subcontractor for all work, services and materials, including equipment and fixtures of all kinds, done, performed or furnished for the construction of the Main Project with a value or price in excess of $50,000 through the date on which the Initial Advance is to be made or, if applicable, through the last day covered by the immediately preceding Advance Request, conditioned only upon receiving payment from the proceeds of the requested Advance, except for work, services or materials the payment for which is being disputed in good faith, by appropriate means and with appropriate reserves by the Borrower.
