Common use of Entitlement Period Clause in Contracts

Entitlement Period. Commencing as of the expiration of the Inspection Period and expiring upon the earlier to occur of: (i) the date that is twenty-four (24) months following the expiration of the Inspection Period; or (ii) within forty-five (45) days after Lessee obtains all Construction Approvals and Entitlements (as defined below)(“Entitlement Period”), Lessee, at Lessee’s sole cost and expense, shall apply for, seek and/or obtain all federal, state and local governmental approvals and entitlements necessary for Lessee to construct the Project on the Premises and perform the Permitted Use (including, but not limited to zoning, construction, approach and departure procedures, and obtaining a separate folio number for the Premises) (collectively, the “Construction Approvals and Entitlements”). Lessee shall prepare and make all required submittals for the applicable Construction Approvals and Entitlements within the first eighteen (18) months of the Entitlement Period (the “Approval and Entitlement Submittals”). Lessee shall provide Lessor with written notice of ▇▇▇▇▇▇’s submittal of the Approval and Entitlement Submittals (which written notice shall contain a copy of all Approval and Entitlement Submittals made by Lessee). During the Entitlement Period, Lessee shall act diligently and in good faith in pursuing all the Construction Approvals. Lessee shall keep Lessor fully apprised of Lessee’s status in applying for and obtaining the Construction Approvals and Entitlements, and shall provide Lessor with quarterly status reports describing Lessee’s efforts to secure the necessary. Construction Approvals and Entitlements. ▇▇▇▇▇▇ acknowledges and agrees that the Construction Approvals and Entitlements shall be obtained by Lessee at ▇▇▇▇▇▇’s sole cost and expense; provided, however, ▇▇▇▇▇▇ agrees to act reasonably and in good faith (and at no cost or expense to Lessor) in connection with assisting ▇▇▇▇▇▇ in ▇▇▇▇▇▇’s pursuit of the Construction Approvals and Entitlements. Lessee acknowledges that Lessor shall be acting in its proprietary capacity in executing any such applications or instruments and that nothing in this Section shall be construed as obligating or requiring Lessor to take any specific action on such applications or instruments when acting in its governmental or regulatory capacity. Lessee shall reimburse Lessor for all actual, out-of-pocket costs incurred by ▇▇▇▇▇▇ in connection with any efforts by ▇▇▇▇▇▇ in assisting Lessee with any Construction Approvals and Entitlements which amounts shall be paid to Lessor within thirty (30) days of Lessor’s written request therefor. If the Lessor reasonably anticipates incurring third-party costs in obtaining any approvals related to the development of the Project on the Premises, Lessor shall use commercially reasonable efforts to within fifteen (15) Business Days since becoming aware of this, submit to Lessee for its approval (not to be unreasonably withheld, conditioned, or delayed) a proposed budget and scope of work for such third-party justified and reasonable costs. In the event ▇▇▇▇▇▇ does not approve the proposed budget and scope of work, in all or in part, ▇▇▇▇▇▇ acknowledges and agrees that Lessor shall have no obligation to pay for any unapproved budget items or pursue any items within the scope of work that have not been approved by ▇▇▇▇▇▇. The foregoing reimbursement obligation shall survive the expiration or earlier termination of this Lease. Notwithstanding the above, if Lessee determines that it cannot meet any of the contingencies within this Lease due to acts of God, delays resulting from untimely review by the Lessor or other governmental agencies having jurisdiction over the Project, or when any regulations or permits which may be required for any activities cannot be obtained and such delays are not the fault of Lessee, or because of delays caused by any factors outside the control of Lessee, Lessee may request a reasonable extension of time of no more than twelve (12) months to complete the milestone to Lessor. Lessor shall have the sole discretion to grant said request, which shall not be unreasonably withheld. ▇▇▇▇▇▇’s request must be made in writing within thirty (30) days prior to the expiration of the applicable contingency and contain an explanation for the extension request, which request shall be presented at Lessor’s next scheduled board meeting; provided, however, the presentation of the request shall not modify or alter the right of Lessor to approve or deny such request in Lessor’s sole and absolute discretion. Notwithstanding anything to the contrary, in the event that ▇▇▇▇▇▇, despite ▇▇▇▇▇▇’s good faith and reasonable efforts, is unable to obtain the Construction Approvals and Entitlements or if Lessee determines at its reasonable discretion that the development and construction of the Project is not financially, economically or legally viable prior to the expiration of the Entitlement Period, then Lessee shall have the right and option to terminate this Lease upon written notice (the “Entitlement Termination Notice”) delivered to Lessor prior to the expiration of the Entitlement Period (the “Entitlement Termination Option”). As a condition precedent to such termination, Lessee must assign all permits and applications entitlements to Lessor. In the event that Lessee fails to timely exercise the Entitlement Termination Option as set forth above, then Lessee shall be deemed to have irrevocably waived Lessee’s right to terminate this Lease pursuant to this subsection (B), TIME BEING OF THE ESSENCE with respect to ▇▇▇▇▇▇’s election to exercise the Entitlement Termination Option. In the event that Lessee timely exercises the Entitlement Termination Option as set forth above, then this Lease shall be deemed terminated, null, void and of no further force or effect as of the date of Lessor’s receipt of the Entitlement Termination Notice, and Lessor and Lessee shall thereafter be relieved of all obligations and liabilities set forth in this Lease (except for such obligations and liabilities expressly identified in this Lease as surviving the expiration or earlier termination thereof).

Entitlement Period. Commencing as of the expiration of the Inspection Period and expiring upon the earlier to occur of: (i) the date that is twenty-four (24) months following the expiration of the Inspection Period; or (ii) within forty-five (45) days after Lessee obtains all Construction Approvals and Entitlements (as defined below)(“Entitlement Period”), Lessee, at Lessee’s sole cost and expense, shall apply for, seek and/or obtain all federal, state and local governmental approvals and entitlements necessary for Lessee to construct the Project on the Premises and perform the Permitted Use (including, but not limited to zoning, construction, approach and departure procedures, and obtaining a separate folio number for the Premises) (collectively, the “Construction Approvals and Entitlements”). Lessee shall prepare and make all required submittals for the applicable Construction Approvals and Entitlements within the first eighteen (18) months of the The Entitlement Period (shall expire on August 31, 2005, subject to the “Approval and Entitlement Submittals”). Lessee shall provide Lessor with written notice of ▇▇▇▇▇▇’s submittal of the Approval and Entitlement Submittals (which written notice shall contain a copy of all Approval and Entitlement Submittals made by Lessee). During the Entitlement Period, Lessee shall act diligently and in good faith in pursuing all the Construction Approvals. Lessee shall keep Lessor fully apprised of Lessee’s status in applying for and obtaining the Construction Approvals and Entitlements, and shall provide Lessor with quarterly status reports describing Lessee’s efforts to secure the necessary. Construction Approvals and Entitlements. ▇▇▇▇▇▇ acknowledges and agrees that the Construction Approvals and Entitlements shall be obtained by Lessee at ▇▇▇▇▇▇’s sole cost and expense; provided, however, ▇▇▇▇▇▇ agrees to act reasonably and in good faith (and at no cost or expense to Lessor) in connection with assisting ▇▇▇▇▇▇ in ▇▇▇▇▇▇’s pursuit of the Construction Approvals and Entitlements. Lessee acknowledges that Lessor shall be acting in its proprietary capacity in executing any such applications or instruments and that nothing in this Section shall be construed as obligating or requiring Lessor to take any specific action on such applications or instruments when acting in its governmental or regulatory capacity. Lessee shall reimburse Lessor for all actual, out-of-pocket costs incurred by ▇▇▇▇▇▇ in connection with any efforts by ▇▇▇▇▇▇ in assisting Lessee with any Construction Approvals and Entitlements which amounts shall be paid to Lessor within thirty (30) days of Lessor’s written request thereforextension rights provided below. If the Lessor reasonably anticipates incurring third-party costs in obtaining any approvals related to the development of the Project on the Premises, Lessor shall use commercially reasonable efforts to within fifteen (15) Business Days since becoming aware of this, submit to Lessee for its approval (not to be unreasonably withheld, conditioned, or delayed) a proposed budget and scope of work for such third-party justified and reasonable costs. In the event ▇▇▇▇▇▇ does not approve the proposed budget and scope of work, in all or in part, ▇▇▇▇▇▇ acknowledges and agrees that Lessor shall have no obligation to pay for any unapproved budget items or pursue any items within the scope of work that have not been approved by ▇▇▇▇▇▇. The foregoing reimbursement obligation shall survive the expiration or earlier termination of this Lease. Notwithstanding the above, if Lessee determines that it cannot meet any of the contingencies within this Lease due to acts of God, delays resulting from untimely review by the Lessor or other governmental agencies having jurisdiction over the Project, or when any regulations or permits which may be required for any activities cannot be obtained and such delays are not the fault of Lessee, or because of delays caused by any factors outside the control of Lessee, Lessee may request a reasonable extension of time of no more than twelve (12) months to complete the milestone to Lessor. Lessor shall have the sole discretion to grant said request, which shall not be unreasonably withheld. ▇▇▇▇▇▇’s request must be made in writing within thirty (30) days prior to the expiration of the applicable contingency and contain an explanation for the extension request, which request shall be presented at Lessor’s next scheduled board meeting; provided, however, the presentation of the request shall not modify or alter the right of Lessor to approve or deny such request in Lessor’s sole and absolute discretion. Notwithstanding anything to the contrary, in the event that ▇▇▇▇▇▇, despite ▇▇▇▇▇▇’s good faith and reasonable efforts, is unable to obtain the Construction Approvals and Entitlements or if Lessee determines at its reasonable discretion that the development and construction of the Project is not financially, economically or legally viable prior to the expiration of during the Entitlement Period, then Lessee shall have the right (but not the obligation) to extend the Entitlement Period for an additional ninety (90) day period, provided that (a) Lessee has used commercially reasonable efforts to obtain the Entitlements during the initial Entitlement Period, including, without limitation, submitting the Complete ARB Application (as defined in Section 5.3) no later than June 30, 2005, and option (b) Lessee provides Lessor notice of its intent to terminate this Lease upon written notice (extend the “Entitlement Termination Notice”) delivered to Lessor Period prior to the expiration of the initial Entitlement Period (Period. If, after the “first 90-day extension of the Entitlement Termination Option”). As a condition precedent to such terminationPeriod, Lessee must assign all permits and applications entitlements still has not obtained the Entitlements despite continued commercially reasonable efforts to Lessor. In the event that Lessee fails to timely exercise the Entitlement Termination Option as set forth abovedo so, then Lessee shall have the right (but not the obligation) to extend the Entitlement Period for a second ninety (90) day period; provided that Lessee complies with the requirements set forth in subsection (a) above and provides Lessor notice of its intent to extend the Entitlement Period prior to the expiration of the initial 90-day extension period. In addition, if Lessee’s inability to obtain the Entitlements during the Entitlement Period is due to (i) a governmental or legally mandated delay beyond Lessee’s reasonable control resulting from an appeal from or legal challenge to an entitlement decision, (ii) the determination by the City that the proposed construction of the Replacement Improvements will require an environmental impact report, or (iii) any request by any Entitlement-granting authority that Lessee consider potential impacts from development of the MDA Improvements on the Premises, then Lessee shall have the right (but not the obligation) to extend the Entitlement Period for an additional period of no more than two hundred seventy (270) days, provided that Lessee has continued to use commercially reasonable efforts to obtain the Entitlements during the second 90-day extension and that Lessee provides Lessor notice of its intent to extend the Entitlement Period prior to the expiration of the second 90-day extension period. Notwithstanding the foregoing, the Entitlement Period (as extended pursuant to this Section, if applicable) shall automatically expire and the Term shall commence once Lessee obtains the Entitlements. Notwithstanding any provision of this Agreement to the contrary, no Entitlement shall be deemed to be “obtained” unless and until all appeal periods applicable thereto shall have irrevocably waived Lessee’s right to terminate this Lease pursuant to this subsection (B), TIME BEING OF THE ESSENCE with respect to ▇▇▇▇▇▇’s election to exercise expired without the Entitlement Termination Option. In the event that Lessee timely exercises the Entitlement Termination Option as set forth above, then this Lease filing of any appeal or all appeals shall be deemed terminated, null, void have been fully and finally adjudicated in favor of no further force or effect as issuance of the date of Lessor’s receipt of the Entitlement Termination Notice, and Lessor and Lessee shall thereafter be relieved of all obligations and liabilities set forth in this Lease (except for such obligations and liabilities expressly identified in this Lease as surviving the expiration or earlier termination thereof)Entitlements.