Common use of Cooperation of Landlord Clause in Contracts

Cooperation of Landlord. 7.1. Cooperation in Obtaining Approvals. Tenant will, at its sole cost and expense, apply for all Development Approvals for the construction of the Improvements, and Landlord consents to such construction. Tenant may from time to time, at its sole cost and expense, apply for and seek to obtain additional Development Approvals necessary or appropriate, as determined by Tenant from time to time in its sole and absolute discretion. Subject to Applicable Law, and, further, subject to Landlord's discretion, which will not be unreasonably withheld, conditioned or delayed, Landlord agrees to join in any easements, rights of way or other agreements for land owned by the County and relating to the provision of utility service to the Leased Premises ("Utility Easements"), and to join in recordable agreements with Governmental Authorities and utility providers. Landlord shall cooperate fully with Tenant, as Landlord and not in its capacity as a regulatory governing body, in assisting Tenant to obtain Development Approvals and Utility Easements. To this end, within fifteen (15) business days after written request from time to time from Tenant, Landlord shall, without requiring any additional consideration therefor, execute and return to Tenant, or otherwise join in any such documents as are required for obtaining Development Approvals or Utility Easements. Landlord recognizes that Tenant shall have the right, in its own behalf and not as agent for Landlord, to undertake any and all of the actions in which Xxxxxxxx has agreed to cooperate. Landlord will cooperate with Tenant so that Tenant can obtain financing, bridge loans and/or grant applications. The foregoing notwithstanding, any instruments or agreements required of Landlord hereunder shall be in form reasonably xxxxxxxxxx.xx Landlord and shall not impose any additional expense or liability on Landlord. Landlord shall, at Tenant's cost and expense, reasonably cooperate and join in with Tenant, as may be required by one or more of the applicable Governmental Authorities, to obtain the required License Approvals from the applicable Governmental Authorities.

Cooperation of Landlord. 7.1On the Commencement Date Landlord shall make available to Tenant the sum of Two Hundred Thousand Dollars ($200,000) (the "Initial Improvements Funding") for capital improvements and certain other expense described in this Section 12.3 ("Capital Improvements"). Cooperation Landlord shall also make available the amount necessary to enable Tenant to relocate hole number 11 and to make related changes to holes 12, 16 and 17 and the items outlined in Obtaining ApprovalsSection 3 of Exhibit J to the Agreement if and to the extent that the amounts paid for by such capital improvements are not paid for or reimbursed by third parties. Tenant will, at its sole cost shall be responsible for securing bids and expense, apply estimates for all Development Approvals the work and for supervising such work and shall endeavor to ensure that the work is done in a timely manner and in a good and xxxxxxx-like fashion. Tenant shall not be entitled to any construction management or other fee in connection with the completion of the Capital Improvements. An estimated schedule of the construction of the Capital Improvements is more particularly described in EXHIBIT F attached hereto. Prior to the disbursement of any funds for Capital Improvements, Tenant shall submit to Landlord for approval (i) plans and Landlord consents to specifications for such constructionCapital Improvements; (ii) a detailed budget for such Capital Improvements including the cost of permits and related items; and (iii) a construction schedule for such Capital Improvements. Tenant may from time to time, Landlord's approval of such items shall be at its sole cost discretion, provided Landlord shall consult with Tenant in good faith prior to making any determination respecting the Capital Improvements. Landlord shall also cooperate with Tenant and expensetake such actions, apply for including the execution and seek delivery to Tenant of any applications or other documents, reasonably requested by Tenant in order to obtain additional Development Approvals necessary or appropriate, as determined any governmental approvals sought by Tenant to construct any Tenant Improvement approved by Landlord in accordance with Section 12.1 of this Lease within ten (10) Business Days following the later of (a) the date Landlord receives Tenant's request, or (b) the date of delivery of any such application or document to Landlord, so long as the taking of such action, including the execution of said applications or documents, shall be without cost to Landlord (or if there is a cost to Landlord, such cost shall be reimbursed by Tenant or payable out of the Capital Replacement Fund), and will not cause Landlord to be in violation of any law, ordinance or regulation. Landlord shall have the right at any time and from time to time in its sole to post and absolute discretion. Subject to Applicable Law, and, further, subject to Landlord's discretion, which will not be unreasonably withheld, conditioned or delayed, Landlord agrees to join in any easements, rights of way or other agreements for land owned by maintain upon the County and relating to the provision of utility service to the Leased Premises ("Utility Easements"), and to join in recordable agreements with Governmental Authorities and utility providers. Landlord shall cooperate fully with Tenant, as Landlord and not in its capacity as a regulatory governing body, in assisting Tenant to obtain Development Approvals and Utility Easements. To this end, within fifteen (15) business days after written request from time to time from Tenant, Landlord shall, without requiring any additional consideration therefor, execute and return to Tenant, or otherwise join in any Property such documents as are required for obtaining Development Approvals or Utility Easements. Landlord recognizes that Tenant shall have the right, in its own behalf and not as agent for Landlord, to undertake any and all of the actions in which Xxxxxxxx has agreed to cooperate. Landlord will cooperate with Tenant so that Tenant can obtain financing, bridge loans and/or grant applications. The foregoing notwithstanding, any instruments or agreements required of Landlord hereunder shall be in form reasonably xxxxxxxxxx.xx Landlord and shall not impose any additional expense or liability on Landlord. Landlord shall, at Tenant's cost and expense, reasonably cooperate and join in with Tenant, notices as may be required by one necessary to protect Landlord's interest from mechanics' liens, materialmen's liens or more liens of the applicable Governmental Authorities, to obtain the required License Approvals from the applicable Governmental Authoritiesa similar nature.

Cooperation of Landlord. 7.1. Cooperation (a) Landlord shall cooperate with Tenant and take such actions, including the execution and delivery to Tenant of any applications or other documents, reasonably requested by Tenant in Obtaining Approvals. order to obtain any governmental approvals sought by Tenant willto construct any Tenant Improvement approved by Landlord in accordance with Section 12.1 of this Lease within ten (10) Business Days following the later of (a) the date Landlord receives Tenant's request, at its sole or (b) the date of delivery of any such application or document to Landlord, so long as the taking of such action, including the execution of said applications or documents, shall be without cost and expenseto Landlord (or if there is a cost to Landlord, apply for all Development Approvals for the construction of the Improvementssuch cost shall be reimbursed by Tenant), and will not cause Landlord consents to such constructionbe in violation of any law, ordinance or regulation. Tenant may from Landlord shall have the right at any time to time, at its sole cost and expense, apply for and seek to obtain additional Development Approvals necessary or appropriate, as determined by Tenant from time to time in its sole to post and absolute discretion. Subject to Applicable Law, and, further, subject to Landlord's discretion, which will not be unreasonably withheld, conditioned or delayed, Landlord agrees to join in any easements, rights of way or other agreements for land owned by maintain upon the County and relating to the provision of utility service to the Leased Premises ("Utility Easements"), and to join in recordable agreements with Governmental Authorities and utility providers. Landlord shall cooperate fully with Tenant, as Landlord and not in its capacity as a regulatory governing body, in assisting Tenant to obtain Development Approvals and Utility Easements. To this end, within fifteen (15) business days after written request from time to time from Tenant, Landlord shall, without requiring any additional consideration therefor, execute and return to Tenant, or otherwise join in any Property such documents as are required for obtaining Development Approvals or Utility Easements. Landlord recognizes that Tenant shall have the right, in its own behalf and not as agent for Landlord, to undertake any and all of the actions in which Xxxxxxxx has agreed to cooperate. Landlord will cooperate with Tenant so that Tenant can obtain financing, bridge loans and/or grant applications. The foregoing notwithstanding, any instruments or agreements required of Landlord hereunder shall be in form reasonably xxxxxxxxxx.xx Landlord and shall not impose any additional expense or liability on Landlord. Landlord shall, at Tenant's cost and expense, reasonably cooperate and join in with Tenant, notices as may be required necessary to protect Landlord's interest from mechanics' liens, materialmen's liens or liens of a similar nature. (b) In addition Landlord shall also make available to Tenant a loan, on a non-recourse basis, to be evidenced by one a promissory note, up to an additional One Million Dollars ($1,000,000) (the "Loan Amount"). Upon written notice to Landlord which details the use to which such funds shall be applied and the unavailability of operating cash flow sufficient to make such payments, Tenant may apply all or more any part of the applicable Governmental AuthoritiesLoan Amount to satisfy Tenant's obligations under this Lease and to fund operating expenses and additional capital improvements. Tenant shall provide Landlord with monthly and annual operating budgets for the Property (in addition to the annual budgets prepared pursuant to Section 12.7) which shall include, without limitation, payroll expenses, management fees, maintenance expenses and working capital requirements for the Property. The Loan Amount will be applied in the following priority: (i) first, to obtain fund any portion of the required License Approvals Annual Base Rent or Percentage Rent; (ii) second, to fund the Capital Replacement Reserve Fund; and (iii) third, operating expenses for the Property (including, without limitation, payroll expenses, maintenance fees, management fees and working capital requirements. Notwithstanding the foregoing, with the consent of Landlord, Tenant may apply the Loan Amount to current or future capital improvements at the Property. No more than Five Hundred Thousand Dollars ($500,000) per year of the Loan Amount may be allocated to distributions or management fees to Tenant or any Affiliate of Tenant or any manager of the resort or the golf facilities on the Property. Interest on the Loan Amount shall accrue at ten percent (10%) per annum, shall be payable monthly in arrears from the applicable Governmental Authoritiesdate of disbursement and all principal shall be due and payable at the expiration of the Lease. Interest accrued on the Loan Amount shall be increased for each Fiscal Year by the Base Escalator if and to the same extent that Base Rent for such Fiscal Years is subject to increase by the Base Escalator.

Cooperation of Landlord. 7.1. Cooperation (a) On the Commencement Date Landlord shall make available to Tenant up to Six Million Dollars ($6,000,000) for capital improvements and certain other expenses described in Obtaining Approvalsthis Section 12.3 ("Capital Improvements") for purposes of redesigning and renovating the existing facilities on the Property. Tenant will, at its sole cost shall be responsible for securing bids and expense, apply for all Development Approvals estimates for the work and for supervising such work and shall endeavor to ensure that the work is done in a timely manner and in a good and xxxxxxx-like fashion. Neither Tenant nor any Affiliate of Tenant or any owner or member of Tenant shall receive any construction management or other fee in connection with the completion of the Capital Improvements, provided Environmental Golf or any Affiliate thereof shall be entitled to reimbursement in connection with the Capital Improvements in an amount equal to ten percent (10%) of the total direct cost of the Capital Improvements, including an allocation for equipment (or twenty percent (20%) without any allocation for equipment) as more particularly set forth on EXHIBIT G attached hereto. An estimated schedule and description of the Capital Improvements is more particularly described in EXHIBIT G attached hereto. Prior to the disbursement of any funds for Capital Improvements, Tenant shall submit to Landlord consents for its approval (i) plans and specifications for such Capital Improvements; (ii) a detailed budget for such Capital Improvements including the cost of permits and related items; (iii) a construction schedule for such Capital Improvements; and (iv) a cost plus with a guaranteed maximum price construction contract executed by Environmental Golf in a form and substance satisfactory to Landlord and with a payment and completion bond from a surety acceptable to Landlord. Landlord's approval of such constructionitems shall be in its reasonable discretion. Landlord shall also cooperate with Tenant may from time and take such actions, including the execution and delivery to timeTenant of any applications or other documents, at its sole cost and expense, apply for and seek reasonably requested by Tenant in order to obtain additional Development Approvals necessary or appropriate, as determined any governmental approvals sought by Tenant to construct any Tenant Improvement approved by Landlord in accordance with Section 12.1 of this Lease within ten (10) Business Days following the later of (a) the date Landlord receives Tenant's request, or (b) the date of delivery of any such application or document to Landlord, so long as the taking of such action, including the execution of said applications or documents, shall be without cost to Landlord (or if there is a cost to Landlord, such cost shall be reimbursed by Tenant or payable out of the Capital Replacement Fund), and will not cause Landlord to be in violation of any law, ordinance or regulation. Landlord shall have the right at any time and from time to time in its sole to post and absolute discretionmaintain upon the Property such notices as may be necessary to protect Landlord's interest from mechanics' liens, materialmen's liens or liens of a similar nature. (b) In addition Landlord shall also make available to Tenant a loan, on a non-recourse basis, to be evidenced by a promissory note, up to an additional Five Million Dollars ($5,000,000) (the "Loan Amount") during the first four (4) Fiscal Years of the Initial Term. Subject Upon written notice to Applicable LawLandlord which details the use to which such funds shall be applied and the unavailability of operating cash flow sufficient to make such payments, and, further, and subject to Landlord's discretionapproval, which will shall not be unreasonably withheld, conditioned Tenant may apply all or delayedany part of the Loan Amount to satisfy Tenant's obligations under this Lease. Landlord's failure to make all or any portion of the Loan Amount available to Tenant shall during any period in which there is not sufficient operating cash flow shall permit Tenant to xxxxx Rent to the amount of the requested draw and such abatement shall be deemed an advance of the Loan Amount. No more than One Million Dollars ($1,000,000) shall be drawn down during the period prior to the redesign and renovation of the golf course on the Property. The Loan Amount will be applied in the following priority: (i) first, Landlord agrees to join fund any portion of the Annual Base Rent or Percentage Rent; and (ii) second, to fund operating expenses for the Property (including, without limitation, payroll expenses). No more than Two Hundred Thousand Dollars ($200,000) per year of the Loan Amount may be allocated to distributions or management fees to Tenant or any Affiliate of Tenant. Such management fee or amount, pro rated for partial years, shall only be payable during the period prior to the redesign and renovation of the golf course on the Property. Interest on the Loan Amount shall accrue at nine percent (9%) per annum, shall be payable monthly in any easements, rights arrears from the date of way or other agreements for land owned disbursement and all principal shall be due and payable at the expiration of the Lease. Interest on the Loan Amount shall be increased annually by the County Base Escalator if and relating to the provision of utility service same extent that Base Rent is subject to increase by the Leased Premises ("Utility Easements"), and to join in recordable agreements with Governmental Authorities and utility providers. Landlord shall cooperate fully with Tenant, as Landlord and not in its capacity as a regulatory governing body, in assisting Tenant to obtain Development Approvals and Utility Easements. To this end, within fifteen (15) business days after written request from time to time from Tenant, Landlord shall, without requiring any additional consideration therefor, execute and return to Tenant, or otherwise join in any such documents as are required for obtaining Development Approvals or Utility Easements. Landlord recognizes that Tenant shall have the right, in its own behalf and not as agent for Landlord, to undertake any and all of the actions in which Xxxxxxxx has agreed to cooperate. Landlord will cooperate with Tenant so that Tenant can obtain financing, bridge loans and/or grant applications. The foregoing notwithstanding, any instruments or agreements required of Landlord hereunder shall be in form reasonably xxxxxxxxxx.xx Landlord and shall not impose any additional expense or liability on Landlord. Landlord shall, at Tenant's cost and expense, reasonably cooperate and join in with Tenant, as may be required by one or more of the applicable Governmental Authorities, to obtain the required License Approvals from the applicable Governmental AuthoritiesBase Escalator.