Landlord’s Cooperation. Landlord shall not initiate, or approach the state or any other governmental entity to seek, a rezoning, special use permit modification or other governmental action that may alter the zoning designation for the Premises or that would alter any development rights relating to the Premises. Tenant shall have the right to seek a rezoning, special use permit modification, variance or waiver of any other requirement relating to the use, improvement or operation of the Premises, or any portion thereof, in a manner consistent with the provisions of this Lease. Landlord agrees to cooperate with Tenant in any effort by Tenant to obtain any such rezoning, special use permit modification or variance with respect to the Premises. Furthermore, Landlord agrees to cooperate with Tenant if Tenant desires to seek or obtain any development or other rights with respect to the Premises consistent with the provisions of this Lease. Landlord’s cooperation shall in all events include the execution (within fifteen (15) days of receipt of a written request therefor) of any petitions, applications or similar items Landlord is reasonably required to execute as the owner of fee simple title to the Premises.
Landlord’s Cooperation. (a) Landlord agrees upon request by Tenant to provide all information relevant to Landlord, its general partners, officers and directors, and to execute, and to cause its general partners, officers and directors to sign, promptly, and without charge, all applications (including all documents related thereto) for licenses, permits, instruments or other general approvals required to be submitted to any governmental authority that are necessary for the proper and successful conduct of Tenant's lawful business operations at any of the Hotels if and to the extent such execution and/or information by or from Landlord and/or any of its officers and directors is required by law, regulation or governmental practice in order for Tenant to obtain any such license, permit, instrument or other governmental approval; provided, however, that all costs and expenses associated therewith shall be the sole obligation of Tenant, and Tenant shall promptly pay and discharge the same, and provided further, that the proper execution of any such application shall not expose Landlord or any of its constituent partners to any personal liability. In all cases, Landlord shall have a reasonable amount of time to comply with Tenant's requests pursuant to this Section 1.3(a), Landlord and Tenant shall, in good faith, cooperate with each other in determining and complying with relevant governmental requirements, and Tenant shall afford Landlord every reasonable opportunity to question and challenge by appropriate administrative and/or judicial process any relevant governmental requirement so long as such challenge does not materially and adversely affect any material license, permit or governmental approval of Tenant. Tenant hereby agrees that it will fully indemnify, defend and save Landlord harmless from and against any and all costs, losses and expenses, including, without limitation, any and all legal fees and court costs incurred or suffered by Landlord as a result of its compliance with the obligations imposed upon Landlord under this Section 1.3 or as a result of Tenant's contest of the results of any such application to any governmental entity, except in the case of Landlord's fraud, willful misconduct or gross negligence.
Landlord’s Cooperation. Landlord hereby grants Tenant the right to exercise Landlord's rights to compel each third party listed on Schedule 12 hereto to discharge fully any Remediation or other similar obligations that such third party may owe to Landlord pursuant to any purchase and sale or similar agreement for any of those Properties (a "Sale Agreement"). Tenant shall comply with all applicable obligations of Landlord under any Sale Agreement, including, without limitation, Landlord's obligation to provide for and permit access to the Property that is the subject matter of such Sale Agreement by such third party and/or its employees, agents and contractors in the manner set forth in such Sale Agreement. Such third parties shall be solely responsible for fulfilling all Remediation and similar obligations, and Landlord shall under no circumstance have any obligation or liability with respect thereto, except as may be specifically required by Article 9 of the Restated Master Lease. If such rights of Landlord under any such Sale Agreement are not assignable, then Landlord shall cooperate with Tenant (which cooperation may include, without limitation, litigation) as Tenant shall reasonably request, and at Tenant's expense (including, without limitation, Indemnifying Landlord), so as to enforce the performance of such third party obligations under such Sale Agreement.
Landlord’s Cooperation. Landlord shall cooperate, as reasonably necessary or required, with Tenant in applying for and maintaining all appropriate Licenses necessary to operate the Facilities for the Permitted Use(s) in accordance with the provisions of this Lease and to otherwise comply with applicable Legal Requirements, provided that such cooperation is in conformance with all Legal Requirements. Tenant shall promptly advance to Landlord such amounts as are reasonably necessary to pay for all costs and expenses incident to such cooperation. Tenant agrees to indemnify, defend, protect, save and hold Landlord harmless from and against any and all costs, expenses, losses, demands, claims, obligations and liabilities against or incurred by Landlord in connection with such cooperation, except in any cases of fraud, misrepresentation, willful misconduct or intentional non-compliance with Legal Requirements on the part of Landlord. Such indemnity shall survive the expiration or termination of this Lease.
Landlord’s Cooperation. Landlord shall cooperate fully with Tenant ---------------------- and shall execute on behalf of Tenant any documents necessary for Tenant to process the Property through local, city, state and county zoning and development processes. Prior to Tenant's exercise of the Option, Landlord shall not be obligated to cooperate with Tenant or execute any documents to process the Property through any zoning or development processes if such processes would result in an outcome that would be binding on the Property or Landlord if Tenant shall fail to lease the Property. Landlord acknowledges that the transaction contemplated in this Agreement is subject to regulation by governmental authorities having jurisdiction over gaming in Switzerland County, Indiana, and elsewhere (collectively referred to as "GAMING AUTHORITIES"). Landlord also acknowledges that Tenant conducts business pursuant to privileged licenses issued by Gaming Authorities. Accordingly, Landlord will fully cooperate with Tenant or any Gaming Authorities concerning any inquiries, investigations and requests for information made by any Gaming Authorities in connection with the gaming operations of Tenant or any entity or individual related to or affiliated with Tenant.
Landlord’s Cooperation. Landlord shall join in any proceedings referred to in Section 6.2 and hereby agrees that the same may be brought in its name, if the provisions of any law, rule or regulation at the time in effect shall so require. Tenant shall indemnify and save Landlord harmless from any liabilities, losses, or expenses (including reasonable attorneys fees) in connection with any such proceedings in which Landlord shall join or permit to be brought in its name. So long as Tenant is not in default under any term or condition of this Lease, (i) Tenant shall be entitled to any refund of any Taxes, and all penalties or interest thereon received by Landlord which shall have been paid by Tenant, or which shall have been paid by Landlord but previously reimbursed in full by Tenant and (ii) Landlord shall not, without Tenant’s prior written approval (which shall not be unreasonably withheld), agree to any settlement, compromise or other disposition of any such proceedings or discontinue or withdraw from any such proceedings or accept any refund of any Taxes as a result of any such proceedings.
Landlord’s Cooperation. Landlord shall cooperate with Tenant in Tenant’s obtaining a policy of leasehold title insurance, at Tenant’s option.
Landlord’s Cooperation. Landlord will cooperate with Tenant in all matters relative to the Premises, including required municipal consents and permits, and will execute all papers proper or necessary in connection therewith, subject to the limitations in Section 8.1 above.
Landlord’s Cooperation. Upon Tenant's request, Landlord shall ---------------------- reasonably cooperate with Tenant, at Tenant's sole cost and expense and at no cost to Landlord, without any liability whatsoever on Landlord's part and without Landlord having to commit any of its staff or resources, in connection with Tenant's construction and installation of its Tenant Improvements within the Premises and Tenant's applications for permits, certificates and approvals associated therewith.
Landlord’s Cooperation. PMSI agrees to use reasonable efforts at ---------------------- WAL's sole cost and expense to obtain from Master Landlord any approval or consent reasonably requested by WAL and to forward, promptly, to Master Landlord any requests of WAL for approval or consent of Master Landlord that may be required under the Master Lease or the Master Lease as incorporated herein.
