Common use of Property Expenses Clause in Contracts

Property Expenses. Without limitation of Developer’s other obligations under this Agreement and the Sublease, Developer agrees to pay, on or before the date due, all Property Expenses. As used herein, “Property Expenses” shall include, without limitation, all costs and expenses of any nature incurred or payable, or arising in connection with, the ownership, management, maintenance, construction, repair, replacement, restoration or operation of the Site and/or the Improvements, including, without limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating, maintaining, repairing, renovating and managing any utility systems, mechanical systems, communications systems, sanitary and storm drainage systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to be carried by Developer pursuant to this Agreement, the Sublease, the Ground Lease, and the Hotel Management Agreement with respect to the Site and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coverage; (iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and other costs incurred in connection with the management, operation, repair and maintenance of the Site and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site that exist as of the Commencement Date or that are created or consented to by Developer; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required under this Agreement, the Sublease, or the Ground Lease. Notwithstanding anything to the contrary in this Agreement or the Sublease, Property Expenses shall not include (a) Property Tax Expenses, (b) any amounts that constitute Sublease Advance Rent (as defined in the Sublease), or (c) any other amount that a Public Agency has expressly agreed to pay without reimbursement from Developer under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to pay.

Property Expenses. Without limitation of Developer’s other obligations under this Agreement and the Sublease, Developer Xxxxxxxxx agrees to pay, on or before the date due, all Property Expenses. As used herein, “Property Expenses” shall include, without limitation, all costs and expenses of any nature incurred or payable, or arising in connection with, the ownership, management, maintenance, construction, repair, replacement, restoration or operation of the Site and/or the Improvements, including, without limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating, maintaining, repairing, renovating and managing any utility systems, mechanical systems, communications systems, sanitary and storm drainage systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to be carried by Developer pursuant to this Agreement, the Sublease, the Ground Lease, and the Hotel Management Agreement with respect to the Site and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coverage; (iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and other costs incurred in connection with the management, operation, repair and maintenance of the Site and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site that exist as of the Commencement Date or that are created or consented to by Developer; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required under this Agreement, the Sublease, or the Ground Lease. Notwithstanding anything to the contrary in this Agreement or the Sublease, Property Expenses shall not include (a) Property Tax Expenses, (b) any amounts that constitute Sublease Advance Rent (as defined in the Sublease)Rent, or (c) any other amount that a Public Agency Entity has expressly agreed to pay without reimbursement from Developer under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to pay.

Property Expenses. Without limitation of DeveloperXxxxxx’s other obligations under this Agreement and the SubleaseLease, Developer Xxxxxx agrees to pay, on or before the date due, all Property Expenses. As used herein, “Property Expenses” shall include, without limitation, all costs and expenses of any nature incurred or payable, or arising in connection with, the ownership, management, maintenance, construction, repair, replacement, restoration or operation of the Site Premises and/or the Improvements, including, without limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating, maintaining, repairing, renovating and managing any utility systems, mechanical systems, communications systems, sanitary and storm drainage systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to be carried by Developer Tenant pursuant to this Agreement, the Sublease, the Ground Lease, Lease and the Hotel Management Agreement with respect to the Site Premises and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coveragedeductibles; (iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and other costs incurred in connection with the management, operation, repair and maintenance of the Site Premises and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site Hotel Land or the Parking Premises that exist as of the Commencement Date and to the Convention Center Land that exist as of the Expansion Date or that are created or consented to by DeveloperTenant; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required under this Agreement, the Sublease, or the Ground Lease. Notwithstanding anything to the contrary in this Agreement or the SubleaseLease, Property Expenses shall not include (a) Property Tax Expenses, (b) any amounts that constitute Sublease Advance Rent (as defined in the Sublease), or (c) any other amount that a Public Agency has expressly agreed to pay without reimbursement from Developer under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to pay.

Property Expenses. Without limitation of Developer’s other obligations under this Agreement and the Sublease, Developer agrees to pay, on or before the date due, all Property Expenses. As used herein, The term “Property Expenses” shall means, without duplication, costs and expenses incurred that are attributable to the ownership, exploration, development and operation of the Assets, including capital expenses, operating expenses, joint interest xxxxxxxx, any expense chargeable to the joint account under the applicable operating agreement (including overhead costs charged to the Assets, or if none, charged to the Assets on the same basis as charged on the Execution Date (subject to the below exclusions)), lease operating expenses, lease rental and maintenance costs, Burdens, drilling expenses, completion expenses, workover expenses, and geological, geophysical, any other exploration, development, transportation, compression, processing, or maintenance expenditures chargeable under applicable agreements; provided, however, that Property Expenses do not include, without limitation, all costs liabilities, Losses, costs, and expenses of to the extent arising or attributable to Asset Taxes (which are apportioned under Article IX), Income Taxes, Transfer Taxes imposed on any nature incurred or payable, or arising in connection with, the ownership, management, maintenance, construction, repair, replacement, restoration or operation transfer of the Site and/or the Improvements, including, without limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating, maintaining, repairing, renovating and managing any utility systems, mechanical systems, communications systems, sanitary and storm drainage systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to be carried by Developer pursuant to this Agreement, the Sublease, the Ground Lease, and the Hotel Management Agreement with respect to the Site and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coverage; (iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and other costs incurred in connection with the management, operation, repair and maintenance of the Site and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site that exist as of the Commencement Date or that are created or consented to by Developer; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required Assets under this Agreement, and obligations to pay working interests, royalties, overriding royalties or other interests, in each case held in suspense, Seller indemnity obligations related to breaches of this Agreement and the SubleaseRetained Liabilities, Seller’s or the Ground Lease. Notwithstanding anything any of its Affiliates’ overhead or general and administrative expenses, transfer or consent fees related to the contrary transfer or assignment of any of the Assets, Remediation Costs to remedy any Environmental Defect and the costs to correct, cure, and remedy any Title Defect, in either case, timely and correctly asserted in accordance with this Agreement or the Sublease, Agreement. Property Expenses (X) charged by OpCo or Affiliates of Seller, other than those charged by the operator of the Assets in the ordinary course of business, shall be limited to those charged under, and shall not include exceed the amounts set forth in, the Material Contracts scheduled pursuant to Section 6.9 and (aY) Property Tax Expensesshall exclude any penalties, fees, deficiency, make-up or cash settlement payments, offsets, volumetric deficiency balances that accrued prior to the Effective Time or other charges or deficiencies charged by OpCo, an Affiliate or any third Person (bor to whom a deficiency may be so accrued or owed) against Seller to the extent related to any amounts that constitute Sublease Advance Rent failure by Seller or its Affiliates to have delivered minimum volumes to meet the minimum delivery or similar commitment required to be delivered prior to the Effective Time (or prior to the Closing Date) (all of which pre-Effective Time or pre-Closing charges, as defined in the Sublease)applicable, or (c) any other amount that a Public Agency has expressly agreed to pay without reimbursement from Developer shall be Seller’s responsibility for all purposes under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to payand shall constitute Retained Liabilities for purposes hereof).

Property Expenses. Without limitation of Developer’s other obligations under this Agreement and the Sublease, Developer agrees to pay, on or before the date due, all Property Expenses. As used herein, “Property Expenses” shall include, without limitation, all costs and expenses of any nature incurred or payable, or arising in connection with, the ownership, management, maintenance, construction, repair, replacement, restoration or operation of the Site and/or the Improvements, including, without limitation, any amounts paid for: (i) the cost of supplying any utilities, the cost of operating, maintaining, repairing, renovating and managing any utility systems, mechanical systems, communications systems, sanitary and storm drainage systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of licenses, certificates, permits and inspections; (iii) the cost of any insurance carried or required to be carried by Developer pursuant to this Agreement, the Sublease, the Ground Lease, and the Hotel Management Agreement with respect to the Site and/or the Improvements including without limitation any premiums and deductibles except the cost of any Facility Lease Lost Rental Insurance (as defined in the Sublease) and the incremental cost of any Expanded Soft Cost Coverage; (iv) the cost of landscaping, supplies, tools, equipment and materials, and all fees, charges and other costs incurred in connection with the management, operation, repair and maintenance of the Site and/or the Improvements; (v) payments under any easement, license, permit, operating agreement, declaration, or covenant or instrument pertaining to the Site that exist as of the Commencement Date or that are created or consented to by Developer; and (vi) the cost of any Improvements, capital repairs, capital alterations, or capital equipment, required by Laws, the Hotel Management Agreement or otherwise required under this Agreement, the Sublease, or the Ground Lease. Notwithstanding anything to the contrary in this Agreement or the Sublease, Property Expenses shall not include (a) Property Tax Expenses, (b) any amounts that constitute Sublease Advance Rent (as defined in the Sublease)Rent, or (c) any other amount that a Public Agency Entity has expressly agreed to pay without reimbursement from Developer under this Agreement or any Contemporaneous Agreement or that this Agreement or any Contemporaneous Agreement expressly provides that the Developer is not required to pay.