Ongoing Work Sample Clauses

Ongoing Work. To Seller’s knowledge, there are no claims for labor performed, materials furnished or services rendered in connection with constructing, improving or repairing any of the Property, as applicable, caused by or on behalf of Fee Owner and which remain unpaid beyond the date for which payment was due and in respect of which liens may or could be filed against any of the Property, as applicable, except for repairs, materials or services furnished in the ordinary course of business.

Ongoing Work. Notwithstanding anything to the contrary in this Agreement, to the extent (A) such activities were being performed as of the Commencement Date by personnel who were displaced or whose functions were displaced as a result of this Agreement, or (B) arrangement therefor is provided pursuant to Section 11.5 or Section 4.8, Service Provider shall perform the Projects identified in Exhibit 9 in accordance with the applicable project plans as part of the Services and for the Charges at no additional charge to DIR.

Ongoing Work. Employees on layoff will be recalled to work of an ongoing nature on the basis of last-off, first-on, provided that the employees being recalled have the capabilities and qualifications to perform the work available. Employees shall receive seven (7) calendar days’ notice of recall by registered mail. The employee shall keep the Employer advised at all times of her current address. Laid off employees failing to report to work of a regular nature within seven (7) calendar days of the date of receipt of the written notice, will be considered as having abandoned their right to re-employment. An exception would be where the employee is obligated to give more than seven (7) calendar days’ notice to the employee's current employment, or where the employee can provide satisfactory reason for not reporting within the seven (7) day period. Satisfactory reason is in the opinion of the Employer and will not be considered after thirty (30) days of the date of recall.

Ongoing Work. Prior to Closing, Seller shall cause all work under the construction contracts listed on Exhibit P attached hereto (the “Construction Contracts”) to be performed in a diligent manner. The general contractors under the Construction Contracts may be referred to individually as a “Contractor”. Seller will keep Buyer generally advised of the status of construction under the Construction Contracts. With respect to any Construction Contract for which the work is completed prior to the Closing Date, on or before the Closing Date, Seller shall satisfy all requirements of the Title Company in order for the Title Policy to be issued without exception for the work under such Construction Contract. All of Seller’s right, title, and interest, if any, in and to the Construction Contracts for work that has not been completed as of the Closing Date (“Ongoing Work”), shall be assigned to and assumed by Buyer at Closing, Seller shall deliver to Purchaser prior to Closing an executed contractor’s certificate in the form attached hereto as Exhibit O from each Contractor for any Ongoing Work being assumed by Buyer at Closing (each, a “Contractor’s Certificate”), Seller shall provide Buyer with a credit at Closing for the remaining balance owed under any Construction Contract for Ongoing Work as reflected on each Contractor’s Certificate (less the amount, if any, for which a tenant is directly responsible for payment under the terms of such tenant’s Lease), and Buyer shall indemnify, defend, and hold Seller harmless for any liability in connection with the Ongoing Work relating to the period from or after the Closing Date. Buyer acknowledges and agrees that any change orders or modifications to the scope or cost of the Ongoing Work authorized by Buyer after the Closing Date shall be Buyer’s responsibility. Seller shall also provide Buyer with copies of all notices to owner received by Seller, and Seller shall provide Buyer and the Title Company with copies of all lien releases and lien waivers for all work which has been completed and for which payment has been made to each Contractor, if any, and an accounting of all payments made to each Contractor or otherwise for the work under any Construction Contract for Ongoing Work and anything else related to the Ongoing Work and/or the payment thereof as reasonably required by Buyer or the Title Company. Seller shall cooperate with Buyer in all reasonable respects in connection with the turnover of the Ongoing Work to Buyer and shall...

Ongoing Work. Seller and Purchaser acknowledge that Seller is in the process of causing the completion of the work described in the Construction Addendum to the Maintenance Supply Lease (collectively, the “Ongoing Work”) pursuant to the Ongoing Work Contract. Seller covenants and agrees to diligently pursue the completion of the Ongoing Work in accordance with the Ongoing Work Contract and the Maintenance Supply Lease and in compliance with all applicable laws and regulations. Prior to the Closing, Seller shall deliver to Purchaser and the Title Company interim lien waivers (on a 30-day trailing basis) with respect to all portions of the Ongoing Work completed prior to the Closing. Following the Closing, Seller’s performance of the Ongoing Work shall be pursuant to an Ongoing Work Escrow Agreement (the "Holdback Agreement”), which shall be in the form attached hereto as Exhibit D. To secure Seller’s obligation to complete the Ongoing Work, an amount estimated to be 125% of the cost of the Ongoing Work (based on evidence satisfactory to Purchaser in its reasonable discretion) which remains to be completed shall be withheld from Seller’s proceeds at Closing and placed into escrow with Escrow Agent as a holdback (the “Ongoing Work Holdback”). The Ongoing Work Holdback shall be disbursed by Escrow Agent in accordance with a Holdback Agreement. Purchaser and Seller shall deliver or cause to be delivered at Closing the fully-executed Holdback Agreement. Upon completion of the Ongoing Work, Seller shall assign to Purchaser all guaranties and warranties received by Seller from any contractor, manufacturer or other person in connection with the construction of the Ongoing Work. The obligations of Seller hereunder shall survive the Closing.

Ongoing Work. Notwithstanding anything to the contrary in this Agreement, to the extent (A) Projects were being performed as of the Commencement Date by personnel who were displaced or whose functions were displaced as a result of this Agreement, or (B) such Projects were otherwise identified on Exhibit 9, Service Provider shall perform the Projects in accordance with the mutually agreed timeframe and Project Deliverables required to complete the Projects and the applicable project plans as part of the Services and for the Charges at no additional charge to TxDOT.

Ongoing Work. Schedule 11.5.1 contains a complete list of the agreements to which Fee Seller or Leasehold Seller is a party associated with the Ongoing Work, including any engineering agreements, architect agreements, development design agreements, contractor agreements and similar agreements and all amendments thereto (collectively, the “Ongoing Work Contracts”), that are in effect as of the Effective Date and that Purchaser is required to assume pursuant to Section 11.5.1. Seller has delivered to Purchaser or made available for Purchaser’s review copies of the Ongoing Work Contracts.

Ongoing Work. Except as set forth on Schedule 3.2(x), and except for work performed at or materials furnished to any Property in the ordinary course of business within 120 days (or such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the Effective Date, all material work performed or materials furnished to the Properties prior to the Effective Date has (i) been paid for in full, (ii) will be paid in the ordinary course of business or (iii) is being contested in good faith by appropriate proceedings and with adequate reserves established for payment.

Ongoing Work. Schedule 3.7(j) sets forth a true, correct and complete list of all capital projects being performed or otherwise funded by the Company or any Company Subsidiary or expected or planned to be performed or otherwise funded by the Company or any Company Subsidiary in the next 12 months for a cost material to the Target Companies taken as a whole, along with the estimated cost to complete such capital projects.

Ongoing Work. The Parties hereto agree that the release and settlement memorialized by this Agreement shall not have any effect on the ongoing or future relationship between the Parties and that the Parties are free to engage in any future business, as they see fit, and that any such engagement shall be under separate agreement and bear no relation to those amounts settled hereby.