Binding Nature; General. Provisions Upon execution of this Lease, the parties modify, amend and restate that certain Cadiz-Limoneira Lease dated July 1, 2013. The provisions of this Lease shall be binding upon the parties and their successors and permitted assigns commencing on the date last set forth the parties’ signatures. Limoneira shall not assign this Lease or sublet the Leased Property without the prior written consent of Cadiz which shall be exercised in Cadiz’s sole and absolute discretion. The validity and interpretation of this Lease shall be governed by the laws of the State of California. All individuals executing this Lease on behalf of the respective parties represent and warrant that they have the capacity and have been duly authorized to so execute the same. Each signatory shall indemnify each other party, and hold them harmless, from all damages, costs, attorneys’ fees and other expenses if not so authorized. Any and all notices shall be given by a party to the other party in writing by delivery of such notice to such party personally or by certified or registered mail addressed to the party as set forth on the signature page of this Lease or such other address as delivered to the other party pursuant to this paragraph. In the case of notices by mail, notice shall be deemed to have been received forty-eight (48) hours after the date of deposit in the United States mail. No waiver of any breach of any of the covenants, agreements, restrictions and conditions of this Lease shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions. No remedy shall be exclusive but shall, wherever possible, be deemed cumulative with all other remedies at law or in equity. Time is of the essence in respect to the terms and provisions of this Lease. Neither party will issue any public statement with respect to the existence of this Lease or its contemplated transactions, nor will either party use the other party’s names or trademarks, without the other party’s prior written consent. Each party agrees to cooperate in the performance of this Lease and to execute and deliver any and all documents and perform any and all acts necessary to carry out its purpose and intent. Nothing contained in this Lease shall create a partnership, joint venture or employment relationship between Cadiz and Limoneira. Neither party shall be liable, except as otherwise expressly provided for in this Lease, for any obligations or liabilities incurred by the other party. [signatures contained on next page]
Appears in 3 contracts
Samples: Cadiz Limoneira (Cadiz Inc), Option Agreement (Cadiz Inc), Cadiz Inc
Binding Nature; General. Provisions Upon execution of this Lease, the parties modify, amend and restate that certain Cadiz-Limoneira Lease dated July 1, 2013. The provisions of this Lease shall be binding upon the parties and their successors and permitted assigns commencing on the date last set forth the parties’ signatures. Limoneira shall not assign this Lease or sublet the Leased Property without the prior written consent of Cadiz which shall be exercised in Cadiz’s sole and absolute discretion. The validity and interpretation of this Lease shall be governed by the laws of the State of California. All individuals executing this Lease on behalf of the respective parties represent and warrant that they have the capacity and have been duly authorized to so execute the same. Each signatory shall indemnify each other party, and hold them harmless, from all damages, costs, attorneys’ fees and other expenses if not so authorized. Any and all notices shall be given by a party to the other party in writing by delivery of such notice to such party personally or by certified or registered mail addressed to the party as set forth on the signature page of this Lease or such other address as delivered to the other party pursuant to this paragraph. In the case of notices by mail, notice shall be deemed to have been received forty-eight (48) hours after the date of deposit in the United States mail. No waiver of any breach of any of the covenants, agreements, restrictions and conditions of this Lease shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions. No remedy shall be exclusive but shall, wherever possible, be deemed cumulative with all other remedies at law or in equity. Time is of the essence in respect to the terms and provisions of this Lease. Neither party will issue any public statement with respect to the existence of this Lease or its contemplated transactions, nor will either party use the other party’s names or trademarks, without the other party’s prior written consent. Each party agrees to cooperate in the performance of this Lease and to execute and deliver any and all documents and perform any and all acts necessary to carry out its purpose and intent. Nothing contained in this Lease shall create a partnership, joint venture or employment relationship between Cadiz and Limoneira. Neither party shall be liable, except as otherwise expressly provided for in this Lease, for any obligations or liabilities incurred by the other party. [signatures contained Dated: July 1, 2013 CADIZ REAL ESTATE LLC By: /s/ Xxxxxxxx Xxxxxxx for Xxx Xxxxxxx Its: Chief Financial Officer Address: 000 Xxxxx Xxxx Xxxxxx Xxxxx 0000 Xxx Xxxxxxx, XX 00000 Dated: July 1, 0000 XXXXXXXXX COMPANY By: /s/ Xxxxxx Xxxxxxx Its: Chief Executive Officer Address: 0000 Xxxxxxxx Xxxx Santa Paula, CA 93060 Exhibit A Sample Calculation of Tag-A-Long Price Provision Valuation: $10,962,398 (2015) Assumptions · Price in 2013: $500 per acre foot · Annual rate of increase of MWD’s Untreated Full Service Tier 1 Water Rate: 6.2% (based on next page]cumulative annual increase from 2003-2012) · Interest Rate: 6.5% o Yield on 10-Year Treasury Note: 4.5% (long-term real interest rate of 2% plus expected inflation of 2.5% based on differential between nominal yield on 10-Year Treasury Note and yield on 10-Year Treasury Inflation Protected Securities, “TIPS”) o Risk premium: 2.0% (expected life 50 years) 50-Year Projections Year Price Quantity Revenues Year Price Quantity Revenues 2015 $ 500.00 500 $ 250,000 2040 $ 2,249.48 500 $ 1,124,740 2016 $ 531.00 500 $ 265,500 2041 $ 2,388.95 500 $ 1,194,475 2017 $ 563.92 500 $ 281,960 2042 $ 2,537.07 500 $ 1,268,535 2018 $ 598.89 500 $ 299,445 2043 $ 2,694.37 500 $ 1,347,185 2019 $ 636.02 500 $ 318,010 2044 $ 2,861.42 500 $ 1,430,710 2020 $ 675.45 500 $ 337,725 2045 $ 3,038.82 500 $ 1,519,410 2021 $ 717.33 500 $ 358,665 2046 $ 3,227.23 500 $ 1,613,615 2022 $ 761.80 500 $ 380,900 2047 $ 3,427.32 500 $ 1,713,660 2023 $ 809.03 500 $ 404,515 2048 $ 3,639.81 500 $ 1,819,905 2024 $ 859.19 500 $ 429,595 2049 $ 3,865.48 500 $ 1,932,740 2025 $ 912.46 500 $ 456,230 2050 $ 4,105.14 500 $ 2,052,570 2026 $ 969.04 500 $ 484,520 2051 $ 4,359.66 500 $ 2,179,830 2027 $ 1,029.12 500 $ 514,560 2052 $ 4,629.96 500 $ 2,314,980 2028 $ 1,092.92 500 $ 546,460 2053 $ 4,917.02 500 $ 2,458,510 2029 $ 1,160.68 500 $ 580,340 2054 $ 5,221.87 500 $ 2,610,935 2030 $ 1,232.64 500 $ 616,320 2055 $ 5,545.63 500 $ 2,772,815 2031 $ 1,309.07 500 $ 654,535 2056 $ 5,889.46 500 $ 2,944,730 2032 $ 1,390.23 500 $ 695,115 2057 $ 6,254.60 500 $ 3,127,300 2033 $ 1,476.42 500 $ 738,210 2058 $ 6,642.39 500 $ 3,321,195 2034 $ 1,567.96 500 $ 783,980 2059 $ 7,054.22 500 $ 3,527,110 2035 $ 1,665.18 500 $ 832,590 2060 $ 7,491.58 500 $ 3,745,790 2036 $ 1,768.42 500 $ 884,210 2061 $ 7,956.05 500 $ 3,978,025 2037 $ 1,878.06 500 $ 939,030 2062 $ 8,449.33 500 $ 4,224,665 2038 $ 1,994.50 500 $ 997,250 2063 $ 8,973.19 500 $ 4,486,595
Appears in 1 contract
Samples: Cadiz (Cadiz Inc)
Binding Nature; General. Provisions Upon execution of this Lease, the parties modify, amend and restate that certain Cadiz-Limoneira Lease dated July 1, 2013. The provisions of this Lease shall be binding upon the parties and their successors and permitted assigns commencing on the date last set forth the parties’ signatures. Limoneira shall not assign this Lease or sublet the Leased Property without the prior written consent of Cadiz which shall be exercised in Cadiz’s sole and absolute discretion. The validity and interpretation of this Lease shall be governed by the laws of the State of California. All individuals executing this Lease on behalf of the respective parties represent and warrant that they have the capacity and have been duly authorized to so execute the same. Each signatory shall indemnify each other party, and hold them harmless, from all damages, costs, attorneys’ fees and other expenses if not so authorized. Any and all notices shall be given by a party to the other party in writing by delivery of such notice to such party personally or by certified or registered mail addressed to the party as set forth on the signature page of this Lease or such other address as delivered to the other party pursuant to this paragraph. In the case of notices by mail, notice shall be deemed to have been received forty-eight (48) hours after the date of deposit in the United States mail. No waiver of any breach of any of the covenants, agreements, restrictions and conditions of this Lease shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions. No remedy shall be exclusive but shall, wherever possible, be deemed cumulative with all other remedies at law or in equity. Time is of the essence in respect to the terms and provisions of this Lease. Neither party will issue any public statement with respect to the existence of this Lease or its contemplated transactions, nor will either party use the other party’s names or trademarks, without the other party’s prior written consent. Each party agrees to cooperate in the performance of this Lease and to execute and deliver any and all documents and perform any and all acts necessary to carry out its purpose and intent. Nothing contained in this Lease shall create a partnership, joint venture or employment relationship between Cadiz and Limoneira. Neither party shall be liable, except as otherwise expressly provided for in this Lease, for any obligations or liabilities incurred by the other party. [signatures contained *] Confidential Treatment Requested by Limoneira Company. Dated: July 1, 2013 CADIZ REAL ESTATE LLC By: /s/ Cxxxxxxx Xxxxxxx for Txxxxxx X. Xxxxxxx Its: Chief Financial Officer Address: 500 X. Xxxx Xxxxxx, Xxxxx 0000 Los Angeles, CA 90071 Dated: July 1, 2013 LIMONEIRA COMPANY By: /s/ Hxxxxx X. Xxxxxxx Its: President and Chief Executive Officer Address: 1000 Xxxxxxxx Xxxx Santa Paula, CA 93060 [*] Confidential Treatment Requested by Limoneira Company. Execution Version Exhibit A Sample Calculation of Tag-A-Long Price Provision Valuation: $10,962,398 (2015) Assumptions · Price in 2013: $500 per acre foot · Annual rate of increase of MWD’s Untreated Full Service Tier 1 Water Rate: 6.2% (based on next page]cumulative annual increase from 2003-2012) · Interest Rate: 6.5% o Yield on 10-Year Treasury Note: 4.5% (long-term real interest rate of 2% plus expected inflation of 2.5% based on differential between nominal yield on 10-Year Treasury Note and yield on 10-Year Treasury Inflation Protected Securities, “TIPS”) o Risk premium: 2.0% (expected life 50 years) 50-Year Projections Year Price Quantity Revenues Year Price Quantity Revenues 2015 $ 500.00 500 $ 250,000 2040 $ 2,249.48 500 $ 1,124,740 2016 $ 531.00 500 $ 265,500 2041 $ 2,388.95 500 $ 1,194,475 2017 $ 563.92 500 $ 281,960 2042 $ 2,537.07 500 $ 1,268,535 2018 $ 598.89 500 $ 299,445 2043 $ 2,694.37 500 $ 1,347,185 2019 $ 636.02 500 $ 318,010 2044 $ 2,861.42 500 $ 1,430,710 2020 $ 675.45 500 $ 337,725 2045 $ 3,038.82 500 $ 1,519,410 2021 $ 717.33 500 $ 358,665 2046 $ 3,227.23 500 $ 1,613,615 2022 $ 761.80 500 $ 380,900 2047 $ 3,427.32 500 $ 1,713,660 2023 $ 809.03 500 $ 404,515 2048 $ 3,639.81 500 $ 1,819,905 2024 $ 859.19 500 $ 429,595 2049 $ 3,865.48 500 $ 1,932,740 2025 $ 912.46 500 $ 456,230 2050 $ 4,105.14 500 $ 2,052,570 2026 $ 969.04 500 $ 484,520 2051 $ 4,359.66 500 $ 2,179,830 2027 $ 1,029.12 500 $ 514,560 2052 $ 4,629.96 500 $ 2,314,980 2028 $ 1,092.92 500 $ 546,460 2053 $ 4,917.02 500 $ 2,458,510 2029 $ 1,160.68 500 $ 580,340 2054 $ 5,221.87 500 $ 2,610,935 2030 $ 1,232.64 500 $ 616,320 2055 $ 5,545.63 500 $ 2,772,815 2031 $ 1,309.07 500 $ 654,535 2056 $ 5,889.46 500 $ 2,944,730 2032 $ 1,390.23 500 $ 695,115 2057 $ 6,254.60 500 $ 3,127,300 2033 $ 1,476.42 500 $ 738,210 2058 $ 6,642.39 500 $ 3,321,195 2034 $ 1,567.96 500 $ 783,980 2059 $ 7,054.22 500 $ 3,527,110 2035 $ 1,665.18 500 $ 832,590 2060 $ 7,491.58 500 $ 3,745,790 2036 $ 1,768.42 500 $ 884,210 2061 $ 7,956.05 500 $ 3,978,025 2037 $ 1,878.06 500 $ 939,030 2062 $ 8,449.33 500 $ 4,224,665 2038 $ 1,994.50 500 $ 997,250 2063 $ 8,973.19 500 $ 4,486,595 2039 $ 2,118.16 500 $ 1,059,080 2064 $ 9,529.53 500 $ 4,764,765
Appears in 1 contract
Samples: Limoneira CO
Binding Nature; General. Provisions Upon execution of this Lease, the parties modify, amend and restate that certain Cadiz-Limoneira Lease dated July 1, 2013. The provisions of this Lease shall be binding upon the parties and their successors and permitted assigns commencing on the date last set forth the parties’ signatures. Limoneira shall not assign this Lease or sublet the Leased Property without the prior written consent of Cadiz which shall be exercised in Cadiz’s sole and absolute discretion. The validity and interpretation of this Lease shall be governed by the laws of the State of California. All individuals executing this Lease on behalf of the respective parties represent and warrant that they have the capacity and have been duly authorized to so execute the same. Each signatory shall indemnify each other party, and hold them harmless, from all damages, costs, attorneys’ fees and other expenses if not so authorized. Any and all notices shall be given by a party to the other party in writing by delivery of such notice to such party personally or by certified or registered mail addressed to the party as set forth on the signature page of this Lease or such other address as delivered to the other party pursuant to this paragraph. In the case of notices by mail, notice shall be deemed to have been received forty-eight (48) hours after the date of deposit in the United States mail. No waiver of any breach of any of the covenants, agreements, restrictions and conditions of this Lease shall be construed to be a waiver of any succeeding breach of the same or other covenants, agreements, restrictions or conditions. No remedy shall be exclusive but shall, wherever possible, be deemed cumulative with all other remedies at law or in equity. Time is of the essence in respect to the terms and provisions of this Lease. Neither party will issue any public statement with respect to the existence of this Lease or its contemplated transactions, nor will either party use the other party’s names or trademarks, without the other party’s prior written consent. Each party agrees to cooperate in the performance of this Lease and to execute and deliver any and all documents and perform any and all acts necessary to carry out its purpose and intent. Nothing contained in this Lease shall create a partnership, joint venture or employment relationship between Cadiz and Limoneira. Neither party shall be liable, except as otherwise expressly provided for in this Lease, for any obligations or liabilities incurred by the other party. [signatures contained on next page]] [*] Confidential Treatment Requested by Limoneira Company. Execution Version
Appears in 1 contract
Samples: Limoneira CO
