Amtrak Site. (a) Dranoff agrees to work diligently to reach an agreement with Amtrak on the acquisition of the Amtrak Site (the “Amtrak Acquisition Agreement”), and to obtain a modification of the existing lease between SEPTA and Amtrak to permit Dranoff to enter into the Amtrak Acquisition Agreement and construct the Project. The Township shall have the right to review and approve all provisions in the Amtrak Acquisition Agreement which are the subject of the Township’s approval rights by law or as agreed to in writing by the parties, such approval not to be unreasonably withheld, conditioned or delayed unless a different standard for such approval is otherwise specified by law. At closing under the Amtrak Acquisition Agreement Dranoff shall grant the Township an option (the “Option”) to purchase the Amtrak Site for a purchase price of One Dollar ($1.00) in the event that construction of the Private Project has not commenced or a notice to proceed has not been issued by Dranoff under the construction contract for construction of the Private Project (a “Notice to Proceed”) within three (3) years from the date of such closing; provided, however, that such three-year period shall be extended to the extent caused by a delay of the Township. The Option shall be recorded in the office of the Register of Deeds of Xxxxxxxxxx County, Pennsylvania (the “Recorder’s Office”); provided, however, that the Option shall contain language providing that upon the earlier of the visible commencement of construction of the Private Project or the issuance of a Notice to Proceed, as evidenced by a certification of such commencement or Notice to Proceed (the “Commencement Certification”) executed by Dranoff and recorded in the Recorder’s Office, the Option shall be of no further force or effect. Contemporaneously with the execution of the Option, the Township will deliver a Termination of Option to Dranoff in recordable form, which may be recorded by Dranoff upon the date Dranoff executes the Commencement Certification in recordable form. The term “to the extent caused by a delay by the Township” shall be interpreted with reference to the following example: if the Township is deemed, for example, to be responsible for 10% of a delay, then the three year period shall be extended for 10% of the period of the overall delay. Dranoff shall notify the Township reasonably promptly following commencement of a delay for which the Township may be responsible under this Section 1.1(a).
