Common use of New Facility Clause in Contracts

New Facility. (a) ▇▇. ▇▇▇▇▇▇▇▇ or an Affiliate is the owner of a parcel of land located on Military Trail, West Palm Beach (the "West Palm Parcel") and is in the process of developing a new facility on such land for use by West Palm Toyota (the "New Facility"). The New Facility is to be developed pursuant to plans and specifications to be agreed upon by the parties, which plans and specifications shall include a breakdown of all hard and soft costs together with the maximum total cost (the "Plans"). The construction contractor shall be chosen from among no less than three (3) bidders (one of whom UAG may designate) and the lowest bidder that is qualified to Toyota standards (including an ability to post a performance bond) shall be selected. The parties acknowledge that the New Facility will not be completed on the Closing Date. Within nine (9) months after the Closing Date, ▇▇. ▇▇▇▇▇▇▇▇ shall, at his sole cost and expense, complete the New Facility as set forth in the Plans. No change shall be made to the Plans without the prior written consent of UAG which shall not be unreasonably withheld. Upon completion of the New Facility and satisfaction of the New Facility Closing Conditions (as hereinafter defined) West Palm Toyota and ▇▇. ▇▇▇▇▇▇▇▇ shall enter into a lease for the New Facility in a form mutually acceptable to the parties (the "New Facility Lease") (the date on which the New Facility Lease becomes effective is referred to herein as the "New Facility Lease Date"), such form to be agreed to by the parties within twenty (20) days after the date of this Agreement. The New Facility Lease shall be for a twenty (20) year term and the lessee shall have the option to renew the lease for two additional five year terms. The initial lease rate under the New Facility Lease shall be fixed at a dollar amount equal to 100% of all hard and soft costs provided for in the Plans and actually incurred by ▇▇. ▇▇▇▇▇▇▇▇ for acquisition and construction of the facility multiplied by the Cap Rate. ▇▇. ▇▇▇▇▇▇▇▇ represents and warrants that the acquisition cost of the property is no greater than fair market value. The initial lease rate shall be increased every third anniversary after the commencement of the lease as set forth in Section 1.2(c)(iv).

New Facility. (a) ▇▇. ▇▇▇▇▇▇▇▇ or and an Affiliate is the owner of a parcel of land located on Military Trail, West Palm Beach (the "West Palm ParcelNew Lessor") and is are in the process of developing a new dealership facility on such land for use by West Palm Toyota Heritage (the "New Facility"). The New Facility is to be developed pursuant to plans and specifications to be agreed upon by the parties, which plans and specifications shall include a breakdown of all hard and soft costs together with the maximum total cost (the "Plans"). The construction contractor shall be chosen from among no less than three (3) bidders (one of whom UAG may designate) and the lowest bidder that is qualified to Toyota standards (including an ability to post a performance bond) shall be selected. The parties acknowledge that the New Facility will be available to Heritage prior to the expiration of the term of the existing facilities lease (as the same may be extended by New Lessor with the approval of Heritage, which approval shall not be completed on the Closing Dateunreasonably conditioned, delayed or withheld). Within nine (9) months after the Closing Date, ▇▇. ▇▇▇▇▇▇▇▇ New Lessor shall, at his its sole cost and expense, complete the New Facility as set forth in Facility. Heritage and New Lessor shall on the Plans. No change shall be made Closing Date agree to the Plans without the prior written consent of UAG which shall not be unreasonably withheld. Upon completion of the New Facility and satisfaction of the New Facility Closing Conditions (as hereinafter defined) West Palm Toyota and ▇▇. ▇▇▇▇▇▇▇▇ shall enter into a lease for the New Facility in a form mutually acceptable to the parties (the "New Facility Lease") (), which shall be unconditionally and irrevocably guaranteed by UAG and which shall provide for commencement of the date on which term of the New Facility Lease becomes effective is referred to herein as (the "Commencement Date") upon satisfaction of the conditions set forth in the New Facility Lease Date")Lease. On the Commencement Date of the New Facility Lease, Heritage shall no longer be responsible for any obligations arising after such form to be agreed to by date under the parties within twenty (20) days after the date of this Agreementcurrent lease. The New Facility Lease shall be for a twenty (20) twenty-year term and the lessee shall have the option to renew the lease for two additional five five-year terms. The initial lease rate under the New Facility Lease shall be fixed at a dollar amount provide for annual rent equal to 100% twelve percent (12%) of all hard and soft costs provided for in the Plans (including but not limited to interest and actually reasonable deemed interest [where interest was not charged but money was provided]), direct and indirect, incurred by ▇▇. ▇▇▇▇▇▇▇▇ for New Lessor and its Affiliates in connection with the acquisition of the land and development and construction of the facility multiplied New Facility (the "Cost Rent"). The New Facility Lease shall provide that UAG may, at its expense, obtain an MAI appraisal (using a methodology to be determined by the Cap Rateparties to insure independence in selection of the appraiser) to determine the fair market annual rent of the New Facility (the "Appraised Rent"). ▇▇. ▇▇▇▇▇▇▇▇ represents If such an appraisal is obtained, the initial annual rent shall be the average of the Cost Rent and warrants the Appraised Rent; provided, however, that the acquisition cost of initial annual rent shall not be less than the property is no greater Cost Rent as calculated by using a ten and three-quarters percent (10 3/4%) multiplier rather than fair market valuea twelve percent (12%) multiplier. The initial lease rate annual rent as so established shall be increased every on the third anniversary after the commencement of the lease New Facility Lease and every two years thereafter as set forth in Section 1.2(c)(iv1.2(a)(iv).