Construction Escrow. Prior to commencement of any construction or performance of any Work or payment to or by Tenant or to any of Tenant's Contractors, Tenant shall, at Landlord's option, establish a construction escrow or other payment procedure acceptable to Landlord and each holder of a mortgage on the Building at a title insurance company designated by Landlord providing for payment to Tenant's Contractors and payment of all other costs associated with the Work as the Work progresses, upon the title insurance company's satisfactory review of lien waivers and sworn statements from Tenant's Contractors and other applicable parties and upon the title insurance company's willingness to issue title insurance over mechanic's liens relating to Tenant's contracts and the Work to the date of each draw; in the alternative, Landlord may elect to have payments to Tenant's Contractors for the Work made through Landlord's construction lender's escrow. Tenant shall pay for the Work when required under its contracts for the Work and shall not permit the Premises or the Building to become subject to any lien or claim of lien on account of labor, material or services furnished to or for the benefit of Tenant. Tenant shall, from time to time, deposit funds into the construction escrow or the Landlord's construction lender's escrow, as the case may be, in amounts sufficient to pay the costs of the Work. Tenant may not withdraw funds except to pay Tenant's Contractors unless Landlord has consented to such withdrawal. The construction escrow agreement shall contain the foregoing restriction on withdrawal of funds by Tenant and shall also provide that if Tenant fails to pay for the Work when due or if any mechanic's lien is filed in connection with the Work, Landlord may use and withdraw the funds in the escrow to pay for the Work or remove the lien without Tenant's consent. Tenant shall provide such contractor's affidavits, tenant (owner) statements, partial and final waivers of lien, architect's certificates and any additional documentation (including, without limitation, Tenant or contractor personal undertakings) which may be requested by Landlord, such title insurance company or any holder of a mortgage on the Building in connection with said escrow or consistent with any other title insurance requirements concerning the Work.
Construction Escrow. A construction escrow (“Construction Escrow”) with the Title Company through which all of Borrower’s funds and advances of the Loan, unless specifically provided otherwise herein or by agreement of Lender hereafter, required to complete construction of the Project will be disbursed after the Closing Date, and which shall require delivery to Lender and the Title Company prior to each Construction Disbursement of such documents regarding the Construction Disbursement as Lender and Title Company may require, including, without limitation, the documents specified in Section 4.3 hereof.
Construction Escrow. (a) Landmark Owner shall set up a construction escrow account (the “Escrow Account”) with the Escrow Agent for the deposit of the Grant Funds. The disbursement of funds from the Escrow Account shall be governed by a construction escrow agreement among the City, the Landmark Owner, and the Escrow Agent (the “Construction Escrow Agreement”). The Construction Escrow Agreement shall provide, among other things: first, that the Grant Funds and the Landmark Owner’s escrowed funds, if any, shall be deposited in full upon opening of the Escrow Account; second, that the Grant Funds and the Landmark Owner’s escrowed funds shall be disbursed pro-rata; and, third, that Landmark Owner shall deliver to Escrow Agent and the Third-Party Architect/Engineer from time to time, but not more than once per month, an AIA Application and Certificate for payment (each, a “Draw”) completed by or on behalf of Landmark Owner (or other statement in a form reasonably satisfactory to the City) setting forth, among other things, the amount of the funds (such funds being referred to herein as an “Advance”) requested in each instance and also including:
(i) the hard and soft cost statements;
(ii) a cost certification from the Contractor in a form reasonably satisfactory to the Third-Party Architect/Engineer regarding the work or materials covered by the Draw;
(iii) full or conditional, as applicable, lien waivers from all contractors, subcontractors or suppliers who supplied materials or performed work covered by the Draw in form and substance reasonably satisfactory to the Third-Party Architect/Engineer; and
(iv) proof of payment of soft costs covered by the previous Draw, in a form reasonably satisfactory to the Third-Party Architect/Engineer.
(b) The Third-Party Architect/Engineer shall review each Draw to confirm work included in such Draw is part of the Project.
(c) Draws must be received by the Third-Party Architect/Engineer at least fifteen (15) business days prior to the date of the requested disbursement of the Advance from the Escrow Account and, if approved, the Third-Party Architect/Engineer will provide written notice to the Escrow Agent to disburse an amount equal to the Advance from the Escrow Account pursuant to the Draw. The failure of the Third-Party Architect/Engineer to approve or disapprove a Draw request within fifteen (15) business days of submission by Landmark Owner shall be deemed a disapproval of such draw request.
(d) The Construction Escrow Agreement shall prov...
Construction Escrow. A construction loan escrow agreement establishing the Construction Escrow.
Construction Escrow. At Closing, the Parties shall execute an escrow agreement to manage the deposit and release of the Project Infrastructure funds substantially in the form attached hereto as Exhibit F (the “Construction Escrow Agreement”). Notwithstanding the preceding sentence, the Parties acknowledge and agree that the Construction Escrow Agreement attached hereto may be subject to revision as may be necessary or convenient to obtain approval from the escrow agent. Subject to the terms of this Agreement, Wingfoot shall deposit a total of One Hundred Twenty-Five Million Dollars ($125,000,000) (“Cash Contribution”) in an escrow account established and maintained pursuant to the Construction Escrow Agreement (the “Construction Escrow”). The Cash Contribution is estimated to cover one-half of the estimated cost to plan, develop, permit and construct the Project Infrastructure (“Project Infrastructure
Construction Escrow. At Landlord’s election, Landlord shall establish a construction escrow with a title insurer acceptable to Landlord and Landlord’s construction or permanent lender, if any, (the “Escrow Agent”), by entering into an Escrow Agreement (as hereinafter defined) providing for payment for the Construction Costs (as hereinafter defined) of the Initial Tenant Work. All fees due G-2 to the Escrow Agent under the Escrow Agreement shall be paid by Landlord and not paid out of or included in Landlord’s Maximum Expenditure. The escrow agreement by and among Escrow Agent, Landlord and Landlord’s construction or permanent lender, if any, (the “Escrow Agreement”) shall provide for payment of the Construction Costs in accordance with the terms of this Work Letter and which is otherwise satisfactory to the Escrow Agent and Landlord’s construction or permanent lender, if any, provided that Tenant shall not be bound by, and the Escrow Agreement shall not diminish vis-à-vis Landlord and Tenant, the obligations of Landlord under the Lease, including, without limitation, the obligation of Landlord to pay for the Initial Tenant Work up to Landlord’s Maximum Expenditure.. If Tenant contributes any Tenant’s Excess for the Initial Tenant Work, Tenant shall join as a party to the Escrow Agreement; provided Tenant shall not be liable for any liability or obligations of Landlord, including, without limitation, any obligation under the loan pursuant to which the Escrow Agreement was established.
Construction Escrow. If required by the Bank or the Limited Partner, any and all payments to the Construction Manager shall be made through a construction escrow (the “Escrow”) with an entity mutually acceptable to the Owner, Bank, and Construction Manager (the “Escrowee”) and in accordance with the terms and conditions of a construction escrow agreement (the “Escrow Agreement”) entered into by the Owner, the Construction Manager, and the Escrowee. The Construction Manager, by executing the Escrow Agreement, shall acknowledge that the Escrowee will have the responsibility and authority to disburse all payments to which the Construction Manager is entitled under the Contract. Both the Owner and the Construction Manager shall use their commercially reasonable efforts to cooperate with the Escrowee and to comply with all the requirements of the Escrow Agreement, but nothing in such Escrow Agreement shall be interpreted to limit or abridge the Construction Manager’s rights and remedies under the Contract.
Construction Escrow. Lender shall make Disbursements of the Loan through the Title Company in accordance with the provisions of the Construction Escrow Agreement. Notwithstanding the foregoing, Lender shall not be liable or obligated to Architects, Contractors, or any contractors, subcontractors, suppliers, materialmen, laborers, architects, engineers or any other parties for services or Work performed or for goods delivered in and upon the Land or employed directly or indirectly in the construction of the Improvements, or for any debts or claims whatsoever accruing in favor of any such parties and against Borrowers or others or against the Projects. It is expressly understood and agreed that Borrowers are not and shall not be agents of Lender for any purpose whatsoever. Without limiting the generality of the foregoing, although advances must be made by the Title Company directly to any contractor, subcontractor or supplier of labor and/or materials or any other party, such Disbursements shall not be deemed a recognition by Lender of any third party beneficiary status of any such person or entity. After the date of Initial Disbursement, all Project costs funded by Borrowers' equity contribution (as discussed above), or any other sources shall be disbursed through the Construction Escrow Agreement.
Construction Escrow. Purchaser acknowledges that it is responsible for the performance of the work described on Exhibit C attached hereto (“Purchaser’s Work”). Prior to the expiration of the Inspection Period, the parties hereto shall agree on an estimate of the hard and soft costs of Purchaser’s Work. At the Closing, the parties hereto shall reserve from the Purchase Price an amount equal to one hundred ten percent (110%) of the estimated hard and soft costs of Purchaser’s Work and place such reserved funds in a construction escrow account administered by the Title Company. Prior to the expiration of the Inspection Period, the parties hereto shall negotiate the form and substance of an escrow agreement between the parties and the Title Company to govern the management and disbursement of the funds in such escrow account (the “Escrow Agreement”). The Escrow Agreement shall provide that Purchaser shall be reimbursed from such escrowed funds for all costs and expenses incurred by it in performing Purchaser’s Work. The parties hereto shall execute and deliver such Escrow Agreement at the Closing.
Construction Escrow. Regardless of whether financing is required, the total Contract Price will be deposited in an Escrow and disbursed to make Payments to the Builder by an escrow agent the Parties mutually select. The Parties understand that Buyer’s lender, if any, may limit the choice of escrow agents. Buyer will pay all fees for creation of and disbursements from the Escrow, and will timely authorize withdrawals for Payments from the Escrow as required under this Contract. Construction will not begin until Builder receives written verification that the Escrow has been established.
