Entitlement Costs. If any discretionary approval, permit or entitlement, including, without limitation, environmental analysis under CEQA or the National Environmental Policy Act, the PMP, a Port Master Plan Amendment (“PMPA”), stormwater permits, a CDP and/or a Coastal Act exclusion (collectively, “Discretionary Entitlement”), are necessary, in Port District’s sole and absolute determination, in connection with any Improvements or Alterations, demolition work, remediation work or other projects undertaken by Developer on or at the Project Site or the Improvements (each of the foregoing for which a Discretionary Entitlement is required, the “Discretionary Project”), then Developer shall enter into agreements, consistent with the Port District’s applicable standard practices at that time (if any), with third-party experts, professionals and consultants to prepare reports and other materials (“Consultant Services”) that are required to process the Discretionary Project and for the Port District or any other relevant Governmental Authority to consider the Discretionary Entitlement or Discretionary Project. Developer shall be directly responsible for the costs of the Consultant Services. Developer shall reimburse Port District pursuant to the Reimbursement Procedure for all reasonable costs and expenses incurred by Port District in connection with preparing, processing, considering and approving any Discretionary Project, any Discretionary Entitlement or any appeal of any CDP or Coastal Act exclusion to the CCC. If Developer fails to reimburse Port District for such costs or expenses pursuant to the Reimbursement Procedure, then, in addition to any other remedies that Port District may have, following three (3) Business Days’ prior written notice to Developer, Port District may, at its reasonable discretion, discontinue the preparing, processing, considering or approving of such Discretionary Project, Discretionary Entitlement or such appeal of a CDP or Coastal Act exclusion to the CCC, as applicable, until Developer reimburses Port District, and Developer shall be responsible for any costs and expenses incurred by Port District related to such discontinuance and if such failure continues for seven (7) additional Business Days after written notice from Port District to Developer, then such failure shall be an Event of Default. Nothing herein shall obligate Port District to seek, process or obtain any Discretionary Entitlement or any other third-party Governmental Authority appro...
Entitlement Costs. For the purpose of that certain Cost Sharing Agreement Regarding Payment of Entitlement Costs for the Proposed San Diego Convention Center Expansion and Adjacent Hotel, dated February 8, 2011, on file in the Office of the Clerk of Lessor as Document No. 57275 between Lessor and City, the term “Entitlement Costs” shall mean all direct third-party costs incurred by Lessor in the processing, consideration and approval of Entitlements for the Expansion and Expansion Hotel through the satisfaction of the conditions precedent described in Paragraphs 49(f)(i) and 49(f)(ii); provided, however, that third- party costs shall not include the cost of outside attorneys and/or others hired to act as Lessor's representatives in negotiations with Lessee.
Entitlement Costs. The Parties agree to include in the proposed Assignment, Development and Management Agreement that third-party expenses incurred by Developer in negotiating and entering into the LOA and pursuant to this Section 4 be eligible for reimbursement
