Royal Lexington Sample Clauses

Royal Lexington. As soon as practicable after the date hereof, the Contributors Representatives and the Contributee shall agree upon the scope of work for the repair items (the “Lexington Repair Items” and, together with the Portfolio Repair Items and the Gainesville Repair Items, the “Repair List Items”) to be completed at the Royal Lexington Property at the sole cost and expense of the Contributing Party (the “Lexington Contributing Party”) that owns the Parent Entity of the Contributor that owns the Royal Lexington Property. At or prior to Closing, 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 Party for the purpose of (i) engaging one or more contractors to perform the work necessary to complete the Lexington Repair Items, (ii) coordinating the contractors in the performance of said work and (iii) ensuring that said work is completed in accordance with the terms and scope of the applicable contracts therefor, in each case in accordance with the provisions of Exhibit C; provided that neither the Lexington Contributing Party nor Royal Apartments shall enter into any agreement with any contractor without the prior approval of the terms and scope thereof by the Contributee, which approval shall not unreasonably withheld or delayed. Royal Apartments, as agent, shall cause all of the Lexington Repair Items to be completed or corrected in accordance with the provisions set forth on Exhibit C hereto with due diligence between a date to be mutually agreed upon by the Contributors Representatives and the Contributee and December 31, 2006. A sum equal to 125% of the estimated cost to complete the Lexington Repair Items shall be withheld from the Cash Consideration and held in escrow by Escrowee as a holdback (the “Lexington Holdback”) pending completion of all of the Lexington Repair Items 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 terms set forth on Exhibit C hereto. Upon completion of one or more Lexington Repair Items, Royal Apartments, as agent, shall have the right to request a disbursement from the Lexington Holdback in an amount equal to 100% of the actual cost of the completed Lexington Repair Items by delivery of written notice to the Contributee and the amount ...
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