Granting of Easements. If no event of default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s interest in the Leased Property, (y) a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or release during the Term of this Lease. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender shall have a period of 30 days to review the instruments and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail to execute any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; provided, however, that no instrument executed by Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI.
Appears in 1 contract
Granting of Easements. If no event Rights of default hereunder has occurred Way; Releases and is continuing, Landlord will join with TenantSubstitutions of Property. Subject to the terms of the Leasehold Mortgage, from time to time during the term hereof and so long as there is not an existing Event of Default under the Facilities Agreement and there has not occurred an Event of Nonappropriation that has not been waived by the Lender, the Corporation, at the request of Tenant (the City and at Tenant’s sole cost and expense)with the prior written consent of the Lender, may execute such instruments as are necessary to provide for the granting of easements or rights of way for road construction, utilities, or in such other instances as the City certifies are not inconsistent or incompatible with the continued use of the balance of the New Facilities Real Property for their intended purposes. Such instruments may include a termination of this Base Lease with respect to their interests in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions portion of the Leased New Facilities Real Property for road, highway as is affected thereby or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation an acceptance or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness acknowledgement of the Leased Property or materially impair the fair market value right of the Leased Property grantee of such easement or materially impair Landlord’s interest in the Leased Property, (y) a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way to continue to use such property notwithstanding the exercise of any rights or other right remedies afforded to the Corporation hereunder or privilege under the Facilities Agreement. Any request from the City hereunder shall be accompanied by copies of any instruments proposed to be executed together with a certificate from the City to the effect that (i) the continued use of the New Facilities Real Property affected thereby will not be impaired or hampered thereby; (ii) access to the New Facilities Real Property for ingress and egress will be adequate; and (iii) that the value of the New Facilities Real Property to the City will not be significantly diminished thereby. The Corporation may also terminate this Base Lease with respect to any portion of the New Facilities Real Property deemed excess or unneeded for the continued operation of the New Facilities for the purposes for which they were designed or are then being used, and release its interest in such portion to the City, upon receipt by the Corporation of the following (i) a plat showing the location of the New Facilities and the portion of the New Facilities Real Property deemed excess and unneeded; (ii) an amendment to Exhibit A hereto revising the description of the affected parcel of property; (iii) a certificate from an engineer or architect stating that the remaining New Facilities Real Property will be adequate for the continued operation of the New Facilities for the purposes for which they were designed or are then being used including a certification that there will be adequate access to the remaining New Facilities Real Property for ingress and egress; (iv) a certification from the City that the portion of the New Facilities Real Property being released from the provisions hereof is excess to or unneeded for the continued operation of the New Facilities for the purposes of which they were designed or are then being used; and (v) written consent of the Lender. The City shall not be obligated to compensate the Corporation for the removal of any property or for any conveyance or grant of an easement or right-of-way under the provisions hereof and any consideration paid in connection therewith shall be transferred over to the City so long as there is not an existing Event of Default under the Facilities Agreement and no Event of Nonappropriation has occurred that has not been granted or released, and to perform all obligations of waived by the grantor or party effecting the release under such instrument of grant or release during the Term of this LeaseLender. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender The Corporation shall have a period of 30 days no obligation or responsibility to review the instruments and the materials requested under this Article 33. If Landlord prepare or Landlord’s Lender shall fail to execute record any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby instrument authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; provided, however, that no instrument executed by Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPIhereunder.
Appears in 1 contract
Samples: Base Lease Agreement
Granting of Easements. If no event Material Event of default Default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests interest in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lendermortgagee, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, only if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not materially interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s or Landlord’s mortgagee’s interest in the Leased Property, (y) a certificate stating the consideration, if any, any being paid for said sale, grant, grant easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance reasonably satisfactory to Landlord and Landlord’s Lendermortgagee, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or release during the Term of this Lease. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender shall have a period of 30 days to review the instruments and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail to execute any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; provided, however, that no instrument executed by Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI.
Appears in 1 contract
Samples: America Lease Agreement (Wells Real Estate Investment Trust Inc)
Granting of Easements. If no event of default hereunder has occurred and is continuing, Landlord will join with Tenant, from time to time at the request of Tenant (and at Tenant’s sole cost and expense), with respect to their interests in the Leased Property to (i) sell, assign, convey or otherwise transfer an interest in any Leased Property to any person legally empowered to take such interest under the power of eminent domain, (ii) grant, in the ordinary course of business, easements, licenses, rights of way and other rights and privileges in the nature of easements, (iii) release, in the ordinary course of business, existing easements and appurtenances which benefit the Leased Property, (iv) dedicate or transfer unimproved portions of the Leased Property for road, highway or other public purposes, (v) execute petitions to have the Leased Property annexed to any municipal corporation or utility district, (vi) execute amendments to any covenants and restrictions affecting the Leased Property and (vii) execute and deliver any instrument, in form and substance reasonably acceptable to Landlord and Landlord’s Lender, necessary or appropriate to make or confirm such grants or releases to any person, with or without consideration, but only, except in connection with any temporary condemnation or any Routine Condemnation, if Landlord shall have received (x) a certificate of an authorized officer of Tenant stating that such grant or release was granted in the ordinary course of Tenant’s business, does not interfere with and is not detrimental to the conduct of business on the Leased Property and does not materially impair the usefulness of the Leased Property or materially impair the fair market value of the Leased Property or materially impair Landlord’s interest in the Leased Property, (y) a certificate stating the consideration, if any, being paid for said sale, grant, easement, license, release, right of way, petition, amendment or other such instruments described in this Article 33, is in the opinion of Tenant fair and adequate; and (z) a duly authorized and binding undertaking of Tenant, in form and substance satisfactory to Landlord and Landlord’s Lender, to remain obligated under this Lease and under any instrument executed by Tenant consenting to the assignment of Landlord’s interest in this Lease as security for indebtedness, as though such easement, license, right-of-way or other right or privilege has not been granted or released, and to perform all obligations of the grantor or party effecting the release under such instrument of grant or release during the Term of this Lease. Notwithstanding anything herein to the contrary, Tenant’s obligations to pay the reasonable attorney’s fees for each of Landlord and Landlord’s Lender in connection with the execution and delivery of any easement or other instrument pursuant to this Article 33 shall not exceed $5,625 for each of Landlord’s and Landlord’s Lender’s counsel in any single request by Tenant for one or more related easements or other instruments. Notwithstanding anything herein to the contrary, Landlord and Landlord’s Lender shall have a period of 30 days to review the instruments and the materials requested under this Article 33. If Landlord or Landlord’s Lender shall fail to execute any such deeds, easements, releases or such other instruments as may be specifically requested by Tenant in such 30 day period, then Tenant may deliver to Landlord and Landlord’s Lender further notice requesting the delivery of said documents. Tenant’s notice shall specify in capital letters and bold face type that if Landlord or Landlord’s Lender shall fail to return the requested documents within ten (10) days, or shall fail to specify what corrections need be made to such documents or why, specifically, Landlord or Landlord’s Lender objects to the delivery of such documents, then Tenant intends to deliver such instruments to Landlord’s or Landlord’s Lender’s attorney-in-fact. Subject to the foregoing provision, in the event Landlord or Landlord’s Lender fail to deliver any such deeds, easements, releases or other instruments within the 30 day period required above, subject to the additional 10 day notice required above, then in such event, Tenant is hereby authorized to act as the attorney-in-fact for Landlord and Landlord’s Lender to execute and deliver on behalf of Landlord and Landlord’s Lender any all deeds, easements, releases and other instruments required; provided, however, that no instrument executed by Tenant as attorney-in-fact shall contain any covenants other than quitclaim covenants. For purposes of this Article 33, commencing on March 31, 2004, and on and as of each March 31 thereafter during the Term of this Lease, the limitations on attorneys fees for Landlord and Landlord’s Lender set forth in this Article 33 shall be calculated as the amount equal to the product derived by multiplying $5,625 by one plus the percentage by which the CPI for such calendar year exceeds the Base Price Index. In the event the information necessary to calculate this amount shall not have been published in sufficient time to permit such calculation to be made on or before March 31 during any year, the limitation shall be calculated by using the CPI for the latest month for which it has been published. After publication of the relevant information, Landlord and Tenant shall make appropriate adjustment of the limitation. In no event shall the limitation on attorney’s fees of $5,625 be reduced as a result of any decrease in the CPI.. PID #_______________
Appears in 1 contract
