Common use of Lease Contingencies Clause in Contracts

Lease Contingencies. A. Lessee shall bear the responsibility for seeking any zoning change requests or conditional use permits sought from the Municipality of Anchorage, or other permits or authorizations sought from any governmental or regulatory agency. Xxxxxx will also be responsible for obtaining and recording a written release from the Municipality of Anchorage to terminate the Deed Restriction of August 23, 2013, recorded August 28, 2013 in the Anchorage Recording District as Document 2013-049-077-0. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, including allowing Lessee (upon request to Lessor) to allow the applications to be filed on behalf of Lessor; but Lessee is to bear the financial costs of such applications and approvals. In the event that Xxxxxx is unable to obtain such authorizations within one year of the effective date of this Lease, either Lessor or Lessee may terminate this Lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under the Lease past that 60th day as long as the parties have acted in good faith. B. Lessee is not obligated by this lease to arrange for any environmental assessments, but if Xxxxxx chooses to do so, Lessee shall bear the responsibility for doing so, including all costs. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, but Lessee is to bear all financial costs of such assessments. Lessee shall supply Lessor with copies of all written environmental assessments produced under this subsection. In the event that Xxxxxx concludes that the results of its environmental assessments make the initiation of Xxxxxx’s Development Plan infeasible, Lessee will notify Lessor. Thereafter, either party may terminate this lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under the Lease past that 60th day as long as the parties have acted in good faith.

Lease Contingencies. A. Lessee shall bear Landlord and Tenant understand and agree that Tenant’s obligations pursuant to this Lease are expressly contingent on the responsibility following items (collectively, the Lease Contingencies”): (i) Tenant obtaining ingress and egress rights to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (ii) Tenant obtaining labor agreements applicable to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (iii) Tenant obtaining T-1 and other communications facilities to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (iv) Tenant obtaining water treatment arrangements for seeking the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (v) Tenant obtaining any zoning change requests or conditional use and all environmental and other governmental permits sought and approvals necessary to conduct its intended business in the Premises, in Tenant’s sole discretion, (vi) Tenant obtaining reasonable assurance that Landlord will provide a minimum service level of pulling 50 cars per week from the Municipality Premises and make available a location where a unit train of Anchorageup to 150 rail cars can be assembled for shipping as a unit to Tenant’s customers, and (vii) Tenant obtaining reasonable assurance that the Governmental Grants and any Excess Track Costs subject to a rental credit from Landlord shall be sufficient to cover the total cost of the Track Improvements. Immediately following the execution of this Lease, Tenant shall use diligent, good faith efforts to investigate and resolve the Lease Contingencies, and Landlord shall cooperate with such efforts, but at no cost to Landlord. If the Lease Contingencies are not resolved to Tenant’s satisfaction, or other permits or authorizations sought from any governmental or regulatory agency. Xxxxxx will also be responsible for obtaining and recording a written release from are not waived by Tenant, within one hundred twenty (120) days after the Municipality of Anchorage Rental Commencement Date, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord no later than the Deed Restriction of August 23, 2013, recorded August 28, 2013 in one hundred twenty-fifth (125th) day after the Anchorage Recording District as Document 2013-049-077-0. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, including allowing Lessee Rental Commencement Date (upon request to Lessor) to allow the applications to be filed on behalf of Lessor; but Lessee is to bear the financial costs of such applications and approvals“Contingency Deadline”). In the event that Xxxxxx is unable Tenant fails to obtain deliver such authorizations within one year of termination notice to Landlord on or before the effective date of this LeaseContingency Deadline, either Lessor or Lessee may terminate this Lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under then the Lease past that 60th day as long as the parties have acted in good faith. B. Lessee is not obligated Contingencies shall be deemed waived by this lease to arrange for any environmental assessments, but if Xxxxxx chooses to do so, Lessee shall bear the responsibility for doing so, including all costs. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, but Lessee is to bear all financial costs of such assessments. Lessee shall supply Lessor with copies of all written environmental assessments produced under this subsection. In the event that Xxxxxx concludes that the results of its environmental assessments make the initiation of Xxxxxx’s Development Plan infeasible, Lessee will notify Lessor. Thereafter, either party may terminate this lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under the Lease past that 60th day as long as the parties have acted in good faith.Tenant

Lease Contingencies. A. Lessee (a) Landlord has advised Tenant that, as of the Effective Date, the Land is owned by the Philadelphia Authority for Industrial Development (“PAID”) and that Landlord anticipates entering into a Sales and Development Agreement with PAID (the “Agreement of Sale”) which shall bear set forth, among other things, (i) PAID’s agreement to sell, and Landlord's agreement to purchase, the responsibility Land, (ii) PAID’s agreement to sell, and Landlord’s agreement to purchase, the Brig Site, and (iii) the agreement by PAID and Landlord to enter into a reciprocal easement agreement to provide for, among other things, access rights for seeking any zoning change requests or conditional use permits sought Landlord and Tenant to and from the Municipality of AnchorageLand and the Brig Site across the Navy Yard and portions thereof, or other permits or authorizations sought from any governmental or regulatory agency. Xxxxxx will also be responsible for obtaining and recording a written release from the Municipality of Anchorage to terminate the Deed Restriction of August 23, 2013, recorded August 28, 2013 in the Anchorage Recording District as Document 2013-049-077-0. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, including allowing Lessee (upon request to Lessor) to allow the applications to be filed on behalf of Lessor; but Lessee is to bear the financial costs of such applications and approvals. In the event that Xxxxxx is unable to obtain such authorizations within one year utility services across adjacent lands of the effective date City of this LeasePhiladelphia and the payment of common area maintenance by Landlord for such access and utility rights. Accordingly, either Lessor or Lessee Landlord may terminate this Lease upon 60 days’ notice if the Agreement of Sale is not fully executed by PAID and thereby be absolved of all obligations thereunder which Landlord on or before the date that is sixty (60) days after the Effective Date. (b) Landlord may terminate this Lease if Tenant shall not have delivered the Interim LC to Landlord, as contemplated in Section 27, within five (5) Business Days after the Effective Date. (c) Landlord may terminate this Lease if Tenant shall not have delivered the Final LC to Landlord, as contemplated in Section 27, on or before July 30, 2007. (d) Landlord may terminate this Lease if, on or before the date that is thirty (30) days after the Effective Date, Landlord (or Landlord’s Affiliate) and Tenant have not accrued entered into a lease for approximately 35,000 square feet of office space in an office building to be constructed by an Affiliate of Landlord in the Navy Yard and commonly known as Three Crescent Drive; (e) Landlord may terminate this Lease if any of the following do not occur on or before June 30, 2007: (i) PAID or the Philadelphia Industrial Development Corporation (“PIDC”) shall have received an “Invitation to Apply” (or other evidence reasonably satisfactory to Landlord) for not less than $4,000,000.00 (consisting of $2,000,000 from the Governor’s office and $2,000,000 from the State caucuses) toward the Project under the Pennsylvania Redevelopment Assistance Capital Program or equivalent funding acceptable to Landlord (collectively “RACP”); (ii) The Project shall have received all approvals of the City Council of Philadelphia (including the passage of any applicable city ordinance) and the board of directors of PAID required to obtain the RACP grant; (iii) PAID or PIDC shall have received memoranda from each of the four Commonwealth of Pennsylvania caucuses (House Democratic Caucus, House Republican Caucus, Senate Democratic Caucus and Senate Republican Caucus) committing the caucuses to fund an aggregate of not less than $2,000,000.00 toward the RACP grant; (iv) PAID or PIDC shall have received an executed grant agreement from the Commonwealth of Pennsylvania (or other evidence reasonably satisfactory to Landlord) committing the Commonwealth to fund not less than $2,400,000.00 toward the Project under the Industrial Sites Reuse Program and or the Growing Greener II Program; (v) PAID or PIDC shall have received an executed award letter from the United States Economic Development Administration (“USEDA”) (or other evidence reasonably satisfactory to Landlord) committing such administration to fund not less than $1,500,000.00 toward the Project under the XXXXX xxxxx program; (vi) PAID or its designee shall have received an award letter from the Commonwealth of Pennsylvania (or other evidence reasonably satisfactory to Landlord) committing the Commonwealth to fund not less than $1,500,000.00 in the aggregate under the CBRFA and the RFA; (vii) PAID shall have confirmed to Landlord in writing that Landlord shall not be required to construct additional rail improvements to service any site other than the Premises; (viii) PAID shall have granted Landlord all easements within the Navy Yard necessary for Landlord to construct and allow rail service to the Premises, including the right to use the existing rail and rail rights of way within the Navy Yard (including without limitation the 00xx Xxxxxx rail crossing); and (ix) All other conditions to Landlord’s acquisition of the Land and the Brig Site under the Agreement of Sale (other than subdivision and zoning approval and other matters described in the Agreement of Sale which, by their nature, can not be, and were not anticipated to be, satisfied by June 30, 2007) shall have been satisfied or waived by PAID. (f) Landlord or Tenant may terminate this Lease if any of the following do not occur by June 30, 2007: (i) Tenant shall have obtained a fully executed commitment letter from the Commonwealth of Pennsylvania committing the Commonwealth to fund not less than $10,000,000.00 to Tenant in the aggregate under the Commonwealth’s Machinery and Equipment Loan Fund program; (ii) Tenant shall have obtained a fully executed commitment letter from PIDC committing PIDC to provide not less than $12,000,000.00 of loan financing to Tenant; (iii) Tenant shall have received an award letter from the Commonwealth of Pennsylvania (or other evidence reasonably acceptable to Landlord and Tenant) committing the Commonwealth to fund not less than $600,000.00 to Tenant under the Commonwealth’s Opportunity Grant Program; and (iv) Tenant, Tenant’s lenders and PAID shall have entered into an intercreditor agreement acceptable to the parties thereto, unless the requirement for such agreement is waived by PAID. (g) Landlord or Tenant may terminate this Lease if, by July 30, 2007, Tenant shall not have closed on a credit facility with Citizens Bank of not less than $100,000,000.00. Furthermore, if Tenant shall reasonably believe from and after June 30, 2007 and prior to July 30, 2007 that the aforementioned credit facility is unlikely to close, Tenant may terminate this Lease. (h) Landlord shall use all commercially reasonable efforts to cause the conditions in Sections 30(a), 30(d) and 30(e) to be satisfied. Tenant shall use all commercially reasonable efforts to cause the conditions in Sections 30(b), 30(c), 30(d), 30(f) and 30(g) to be satisfied, and shall use all commercially reasonable efforts to satisfy all conditions to closing set forth in the commitment letters and other instruments referenced in Section 30(f). If any of the funding conditions described in Sections 30(e) and/or 30(f) are not satisfied by June 30, 2007, then subject to the approval of PAID, Tenant may (but shall not be obligated to) satisfy such condition by either (i) delivering (or causing to be delivered) to Landlord or Tenant, as the case maybe, funds, or evidence of alternative funding sources reasonably acceptable to Landlord, Tenant and PAID, in an amount equal to the funds contemplated by the unsatisfied conditions, or (ii) providing corresponding changes in the scope of the Landlord’s Work that result in a reduction in the Hard Costs and Soft Costs of Landlord’s Work equal to the funds contemplated by the unsatisfied conditions. If either Landlord or Tenant elects to Terminate this Lease in accordance with the terms of this Section 30, the party electing to so terminate shall deliver written notice thereof to the other party within ten (10) Business Days after the expiration of the date upon which the condition in question was to have been satisfied (as set forth above). The failure to deliver such notice of termination within the time period specified shall constitute a waiver of the right to so terminate. Following a termination of this Lease pursuant to this Section 30, the parties shall have no further liability or obligation to the other except for any liabilities or obligations that are expressly provided herein to survive such termination, including without limitation Section 30(i) below. (i) Notwithstanding the foregoing, if this Lease is terminated pursuant to this Section 30, Tenant hereby indemnifies Landlord against, and shall reimburse Landlord for (i) all Hard Costs and Soft Costs of the Landlord’s Work incurred by Landlord through the date of the termination, (ii) all Hard Costs and Soft Costs of any work which has commenced at, or (to the extent relating to the Landlord’s Work) in the vicinity of, the Premises and which is required to be completed after the date of the termination by requirement of PAID, any regulatory body, or other law, code or ordinance, including without limitation the demolition of the existing improvements on the Premises. All sums payable by Tenant to Landlord pursuant to this Section 30(i) shall be paid by Tenant to Landlord within ten (10) days after the termination of this Lease. For the avoidance of doubt, the parties hereby confirm that (A) as of the 60th dayEffective Date, Landlord has incurred Hard Cost and Soft Costs of Landlord’s Work of $518,620.00 (which includes Landlord’s obligation to reimburse PAID for amounts owed by PAID to PECO), and (B) it is contemplated that between the Effective Date and June 30, 2007, Landlord will incur additional Hard Costs and Soft Costs of Landlord’s Work of approximately $2,600,000.00 (for an aggregate total as of June 30, 2007 of approximately $3,118,620) and that substantial additional cost will be incurred between June 30, 2007 and July 30, 2007. Each party shall bear The parties further confirm that the dollar amounts set forth in clause (B) above are estimates only and do not include additional costs that may be incurred to complete work that has been commenced and must be completed despite the termination of the Lease, as contemplated in clause (ii) above or costs to be incurred after June 30, 2007. Failure of Tenant to promptly reimburse Landlord in accordance with this Section 30(i) shall, in addition to all out-of-pocket costs respectively incurred and have no further prospective obligation under other remedies available hereunder, at law or in equity, entitle Landlord to draw the Lease past that 60th day as long as amount owed against the parties have acted in good faith. B. Lessee is not obligated LC, subject to the LC Draw Cap. If Landlord receives reimbursements, rebates or discounts from governmental authorities or other sources for amounts payable or previously paid by this lease to arrange for any environmental assessments, but if Xxxxxx chooses to do so, Lessee shall bear the responsibility for doing so, including all costs. Lessor will cooperate on and support Xxxxxx’s efforts Tenant under this subsectionindemnity, but Lessee is to bear all financial costs of such assessments. Lessee funds shall supply Lessor with copies of all written environmental assessments produced be deducted from the amount due under this subsectionindemnity or promptly reimbursed to Tenant. In the event that Xxxxxx concludes that the results of its environmental assessments make the initiation of Xxxxxx’s Development Plan infeasible, Lessee will notify Lessor. Thereafter, either party may terminate this lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as This Section 30(i) shall survive any termination of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under the Lease past that 60th day as long as the parties have acted in good faithLease.

Lease Contingencies. A. Lessee shall bear Landlord and Tenant understand and agree that Tenant’s obligations pursuant to this Lease are expressly contingent on the responsibility following items (collectively, the Lease Contingencies”): (i) Tenant obtaining ingress and egress rights to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (ii) Tenant obtaining labor agreements applicable to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (iii) Tenant obtaining T-1 and other communications facilities to the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (iv) Tenant obtaining water treatment arrangements for seeking the Premises which are acceptable to Tenant, in Tenant’s sole discretion, (v) Tenant obtaining any zoning change requests or conditional use and all environmental and other governmental permits sought and approvals necessary to conduct its intended business in the Premises, in Tenant’s sole discretion, (vi) Tenant obtaining reasonable assurance that Landlord will provide a minimum service level of pulling 50 cars per week from the Municipality Premises and make available a location where a unit train of Anchorageup to 150 rail cars can be assembled for shipping as a unit to Tenant’s customers, and (vii) ***. Immediately following the execution of this Lease, Tenant shall use diligent, good faith efforts to investigate and resolve the Lease Contingencies, and Landlord shall cooperate with such efforts, but at no cost to Landlord. If the Lease Contingencies are not resolved to Tenant’s satisfaction, or other permits or authorizations sought from any governmental or regulatory agency. Xxxxxx will also be responsible for obtaining and recording a written release from are not waived by Tenant, within one hundred twenty (120) days after the Municipality of Anchorage Rental Commencement Date, Tenant shall have the right to terminate this Lease by written notice delivered to Landlord no later than the Deed Restriction of August 23, 2013, recorded August 28, 2013 in one hundred twenty-fifth (125th) day after the Anchorage Recording District as Document 2013-049-077-0. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, including allowing Lessee Rental Commencement Date (upon request to Lessor) to allow the applications to be filed on behalf of Lessor; but Lessee is to bear the financial costs of such applications and approvals“Contingency Deadline”). In the event that Xxxxxx is unable Tenant fails to obtain deliver such authorizations within one year of termination notice to Landlord on or before the effective date of this LeaseContingency Deadline, either Lessor or Lessee may terminate this Lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under then the Lease past that 60th day as long as the parties have acted in good faith. B. Lessee is not obligated Contingencies shall be deemed waived by this lease to arrange for any environmental assessments, but if Xxxxxx chooses to do so, Lessee shall bear the responsibility for doing so, including all costs. Lessor will cooperate on and support Xxxxxx’s efforts under this subsection, but Lessee is to bear all financial costs of such assessments. Lessee shall supply Lessor with copies of all written environmental assessments produced under this subsection. In the event that Xxxxxx concludes that the results of its environmental assessments make the initiation of Xxxxxx’s Development Plan infeasible, Lessee will notify Lessor. Thereafter, either party may terminate this lease upon 60 days’ notice and thereby be absolved of all obligations thereunder which have not accrued as of the 60th day. Each party shall bear all out-of-pocket costs respectively incurred and have no further prospective obligation under the Lease past that 60th day as long as the parties have acted in good faith.Tenant