Common use of Notice and Acceptance Requirement Clause in Contracts

Notice and Acceptance Requirement. Tenant shall notify Landlord in writing within ten (10) days after Xxxxxx learns of, and in no event later than thirty (30) days after commencement of a Force Majeure Event. Such notice (the “Initial Force Majeure Notice”) must be made in good faith and describe the Force Majeure Event creating delay, why such delay is occurring, the estimated expected duration of such delay, and the commercially reasonable efforts that Tenant is taking to minimize the period of delay. Commencing on the date that is thirty (30) after the date of the Initial Force Majeure Notice and for so long as the Force Majeure Event or the actual collateral effects of such Force Majeure Event exist (whichever is later), Tenant shall provide to Landlord monthly written updates on the estimated expected duration of such delay and the commercially reasonable efforts that Tenant is taking to minimize the period of delay. Within thirty (30) days after the Force Majeure Event or the actual collateral effects of such Force Majeure Event cease to exist (whichever is later), Tenant shall notify Landlord in writing that the Force Majeure Event and the actual collateral effects of such Force Majeure Event, as applicable, have ceased to exist and of the number of days by which Force Majeure Event (including the actual collateral effects of such Force Majeure Event) has delayed Completion of the Initial Project Improvements or Hotel Operator’s operation of the Initial Project Improvements, as applicable (the “Force Majeure Notice”). Within thirty (30) days after Xxxxxxxx’s receipt of the Force Majeure Notice, Landlord shall provide notice to Tenant (“Force Majeure Response”) that either Landlord (a) requires additional information to make a determination regarding Tenant’s assertion of the existence of a Force Majeure Event or the duration of the delay caused by the Force Majeure Event or the actual collateral effects of such Force Majeure Event, (b) approves the Force Majeure Notice, or

Notice and Acceptance Requirement. Tenant shall notify Landlord of a Force Majeure Event in writing within ten (10) days after Xxxxxx learns of, and in no event later than thirty (30) days after commencement of a of, such Force Majeure Event. Such notice (the “Initial Force Majeure Notice”) must be made in good faith and describe the Force Majeure Event creating delay, why such delay is occurring, the estimated expected duration of such delay, and the commercially reasonable efforts that Tenant is taking to minimize the period of delay. Commencing on the date that is thirty (30) days after the date of the Initial Force Majeure Notice and for so long as the Force Majeure Event or the actual collateral effects of such Force Majeure Event exist (whichever is later), Tenant shall provide to Landlord monthly written updates on the estimated expected duration of such delay and the commercially commercialy reasonable efforts that Tenant is taking to minimize the period of delay. Within thirty (30) days after the Force Majeure Event or the actual collateral effects of such Force Majeure Event cease to exist (whichever is later), Tenant shall notify Landlord in writing that the Force Majeure Event and the actual collateral effects of such Force Majeure Event, as applicable, have ceased to exist and of the number of days by which Force Majeure Event (including the actual collateral effects of such Force Majeure Event) has delayed Completion of the Initial Project Improvements Resort Hotel, Completion of the Parking Improvements, or Hotel Operator’s operation of the Initial Project Improvements (excluding Existing Improvements), as applicable (the “Force Majeure Notice”). Within thirty (30) days after Xxxxxxxx’s receipt of the Force Majeure Notice, Landlord shall provide notice to Tenant (“Force Majeure Response”) that either Landlord (a) requires additional information to make a determination regarding Tenant’s assertion of the existence of a Force Majeure Event or the duration of the delay caused by the Force Majeure Event or the actual collateral effects of such Force Majeure Event, (b) approves the Force Majeure Notice, oror (c) denies some or all of the Force Majeure Notice. Landlord’s approval or denial of the Force Majeure Notice shall be in Landlord’s reasonable discretion. If Landlord denies some or all of the Force Majeure Notice, Landlord and Tenant will meet and confer in good faith within ten (10) days after Landlord’s delivery of the Force Majeure Response to attempt to reach a mutually acceptable modification to the Force Majeure Notice that will result in Landlord approving the Force Majeure Notice as modified (“Meet & Confer Period”). If the Landlord and Tenant do not agree on a modification to the Force Majeure Notice during the Meet & Confer Period, Tenant may elect to withdraw the Force Majeure Notice and if Tenant does not withdraw the Force Majeure Notice, Landlord shall present the Force Majeure Notice to the BPC for its consideration to either approve or deny the Force Majeure Notice at a regularly scheduled meeting that shall take place within sixty (60) days after the expiration of the Meet & Confer Period. If the BPC denies the Force Majeure Notice, then the dispute shall be resolved by a court of competent jurisdiction. If a court of competent jurisdiction determines in a final and non-appealable decision that the putative Force Majeure Event that was described in such Force Majeure Notice did not constitute a Force Majeure Event, the duration of such delay in the Completion of the Resort Hotel, Completion of the Parking Improvements or operation of the Improvements (excluding Existing Improvements), as applicable, specified therein was not reasonable, or the efforts that Tenant took to minimize the period of delay were not commercially reasonable, then, as Xxxxxxxx’s sole and exclusive remedy for Xxxxxx’s failure to perform any obligation under this Lease from which Xxxxxx claimed to be excused as a result of such Force Majeure Event, but was not excused, Tenant shall make Landlord whole for any loss that Landlord suffered as a result of such failure.

Notice and Acceptance Requirement. Tenant XXXX shall notify Landlord City of a Force Majeure Event in writing within ten (10) days Business Days after Xxxxxx XXXX learns of, and in no event later than thirty (30) days after commencement of a of, such Force Majeure Event. Such notice (the “Initial Force Majeure Notice”) must be made in good faith and describe the Force Majeure Event creating delay, why such delay is occurring, the estimated expected duration of such delay, and the commercially reasonable efforts that Tenant RIDA is taking to minimize the period of delay. Commencing on the date that is thirty (30) days after the date of the Initial Force Majeure Notice and for so long as the Force Majeure Event or the actual collateral effects of such Force Majeure Event exist (whichever is later), Tenant RIDA shall provide to Landlord City monthly written updates on the estimated expected duration of such delay and the commercially reasonable efforts that Tenant RIDA is taking to minimize the period of delay. Within thirty (30) days after the Force Majeure Event or the actual collateral effects of such Force Majeure Event cease to exist (whichever is later), Tenant RIDA shall notify Landlord City in writing that the Force Majeure Event and the actual collateral effects of such Force Majeure Event, as applicable, have ceased to exist and of the number of days by which Force Majeure Event (including the actual collateral effects of such Force Majeure Event) has delayed completion of any construction work on the Facility from and after Completion of the Initial Project Improvements Convention Center or Hotel Operator’s operation of the Initial Project Improvements (excluding Existing Improvements), as applicable (the “Force Majeure Notice”). Within thirty (30) days after XxxxxxxxCity’s receipt of the Force Majeure Notice, Landlord City shall provide notice to Tenant RIDA (“Force Majeure Response”) that either Landlord City (a) requires additional information to make a determination regarding TenantRIDA’s assertion of the existence of a Force Majeure Event or the duration of the delay caused by the Force Majeure Event or the actual collateral effects of such Force Majeure Event, (b) approves the Force Majeure Notice, oror (c) denies some or all of the Force Majeure Notice. City’s approval or denial of the Force Majeure Notice shall be in City’s reasonable discretion. If City denies some or all of the Force Majeure Notice, City and RIDA will meet and confer in good faith within ten (10) days after City’s delivery of the Force Majeure Response to attempt to reach a mutually acceptable modification to the Force Majeure Notice that will result in City approving the Force Majeure Notice as modified (“Meet & Confer Period”). If the City and RIDA do not agree on a modification to the Force Majeure Notice during the Meet & Confer Period, RIDA may elect to withdraw the Force Majeure Notice and if RIDA does not withdraw the Force Majeure Notice, City shall present the Force Majeure Notice to the City Council for its consideration to either approve or deny the Force Majeure Notice at a regularly scheduled meeting that shall take place within sixty (60) days after the expiration of the Meet & Confer Period. If the City Council denies the Force Majeure Notice, then the dispute shall be resolved by a court of competent jurisdiction. If a court of competent jurisdiction determines in a final and non-appealable decision that the putative Force Majeure Event that was described in such Force Majeure Notice did not constitute a Force Majeure Event, the duration of such delay in the completion of any construction work on the Facility or in the operation of the Improvements (excluding Existing Improvements), as applicable, specified therein was not reasonable, or the efforts that RIDA took to minimize the period of delay were not commercially reasonable, then, as City’s sole and exclusive remedy for XXXX’s failure to perform any obligation under this Sublease from which XXXX claimed to be excused as a result of such Force Majeure Event, but was not excused, RIDA shall make City whole for any loss that City suffered as a result of such failure.

Notice and Acceptance Requirement. Tenant After the Force Majeure Party learns of any Force Majeure Event, such Force Majeure Party shall endeavor to provide prompt (under the circumstances) informal written notice to the Executive Director and Authority staff working in the field that a Force Majeure Event has commenced, with a formal written notice to follow as described below. The Force Majeure Party shall notify Landlord the Authority, the Administrative Agent, and the other Parties in writing within ten (10) days Business Days after Xxxxxx the Force Majeure Party learns of, and in no event later than thirty (30) days after commencement of a Force Majeure Event. Such notice (the “Initial Force Majeure Notice”) must be made in good faith and describe the Force Majeure Event creating delay, why such delay is occurring, the estimated expected duration of such delay, and the commercially reasonable efforts that Tenant the Force Majeure Party is taking to minimize the period of delay. Commencing on the date that is thirty (30) days after the date of the Initial Force Majeure Notice and for so long as the Force Majeure Event or the actual collateral effects of such Force Majeure Event exist (whichever is later), Tenant the Force Majeure Party shall provide to Landlord the Authority, the Administrative Agent, and the other Parties monthly written updates on the estimated expected duration of such delay and the commercially reasonable efforts that Tenant the Force Majeure Party is taking to minimize the period of delay. Within thirty (30) days after the Force Majeure Event or the actual collateral effects of such Force Majeure Event cease to exist (whichever is later), Tenant the Force Majeure Party shall notify Landlord the Authority, the Administrative Agent, and the other Parties in writing that the Force Majeure Event and the actual collateral effects of such Force Majeure Event, as applicable, have ceased to exist and of the number of days by which Force Majeure Event (including the actual collateral effects of such Force Majeure Event) has delayed Completion the Force Majeure Party’s construction of the Initial Project Improvements (or, with respect to the Port District, the Remaining Phase 1A Infrastructure Improvements) or Hotel Operator’s operation of the Initial Project Improvements, as applicable Completion (the “Force Majeure Notice”). Within thirty (30) days after XxxxxxxxAuthority’s receipt of the Force Majeure Notice, Landlord the Authority shall provide notice to Tenant the Force Majeure Party and the other Parties (“Force Majeure Response”) that either Landlord the Authority (a) requires additional information to make a determination regarding Tenantthe Force Majeure Party’s assertion of the existence of a Force Majeure Event or the duration of the delay caused by the Force Majeure Event or the actual collateral effects of such Force Majeure Event, (b) approves the Force Majeure Notice, or (c) denies some or all of the Force Majeure Notice. The Authority’s approval or denial of the Force Majeure Notice shall be in the Authority’s reasonable discretion. If the Authority denies some or all of the Force Majeure Notice, the Authority and the Force Majeure Party will meet and confer in good faith within ten (10) days after the Authority’s delivery of the Force Majeure Response to attempt to reach a mutually acceptable modification to the Force Majeure Notice that will result in the Authority approving the Force Majeure Notice as modified (“Meet & Confer Period”). If the Authority and the Force Majeure Party do not agree on a modification to the Force Majeure Notice during the Meet & Confer Period, the Force Majeure Party may elect to withdraw the Force Majeure Notice and if the Force Majeure Party does not withdraw the Force Majeure Notice, the Authority shall present the Force Majeure Notice to the Authority Board for its consideration to either approve or deny the Force Majeure Notice at a regularly scheduled meeting that shall take place within sixty (60) days after the expiration of the Meet & Confer Period. If the Authority Board denies the Force Majeure Notice, then the dispute shall be resolved by a court of competent jurisdiction. If a court of competent jurisdiction determines in a final and non-appealable decision that the putative Force Majeure Event that was described in such Force Majeure Notice did not constitute a Force Majeure Event, the duration of such delay in the construction of the Project (or, with respect to the Port District, the Remaining Phase 1A Infrastructure Improvements) or Completion specified therein was not reasonable, or the efforts that the Force Majeure Party took to minimize the period of delay were not commercially reasonable, then, at the Authority’s sole and exclusive remedy for the Force Majeure Party’s failure to perform any obligation under this Agreement from which the Force Majeure Party claimed to be excused as a result of such Force Majeure Event, but was not excused, the Force Majeure Party shall make the Authority whole for any loss that the Authority suffered as a result of such failure.