Royal Village Gainesville Sample Clauses

Royal Village Gainesville. 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 “Gainesville Repair Items”) to be completed at the Royal Village Gainesville Property at the sole cost and expense of the Contributing Party (the “Gainesville Contributing Party”) that owns the Parent Entity of the Contributor that owns the Royal Village Gainesville Property. At or prior to Closing, the Gainesville Contributing Party shall enter into an agreement with Royal Apartments pursuant to which Royal Apartments shall be appointed as agent of the Gainesville Contributing Party for the purpose of (i) engaging one or more contractors to perform the work necessary to complete the Gainesville 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 Gainesville 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 Gainesville Repair Items to be completed or corrected in accordance with the provisions set forth on Exhibit C hereto with due diligence no later than August 16, 2006. A sum equal to 125% of the estimated cost to complete the remaining Gainesville Repair Items shall be withheld from the Cash Consideration and held in escrow by Escrowee as a holdback (the “Gainesville Holdback”) pending completion of all of the Gainesville Repair Items pursuant to an escrow agreement to be executed by Royal Apartments, as agent for the Gainesville 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 Gainesville Repair Items, Royal Apartments, as agent, shall have the right to request a disbursement from the Gainesville Holdback in an amount equal to 100% of the actual cost of the completed Gainesville Repair Items by delivery of written notice to the Contributee and the amount requested shall be disbursed to the party or parties designated in said written notice, subject to the Contributee’s written approval of...
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