Subdivision. Seller agrees, commencing immediately upon execution of this Agreement, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under which the Existing Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to complete the Subdivision, and shall not agree to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed pursuant to the Permitted Exceptions.
Appears in 1 contract
Sources: Purchase Agreement (MGM Mirage)
Subdivision. Buyer acknowledges that the recording of the Subdivision (defined below), signed by the applicable governmental authorities, Seller agrees, commencing immediately upon execution of this Agreement, at and any other required signatory shall be a condition to Seller’s sole cost obligation to close on the Property. Buyer shall obtain and expense, record a legal subdivision as required by the applicable governmental authority(ies) to cause, legally subdivide the Property and to use best efforts to cause, the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS Seller’s Remaining Property (collectively, the “Subdivision”), under which so each property is a single and separate legal parcel prior to Closing and provides access to utilities to Seller’s Remaining Property. Buyer shall bear the Existing Parcel cost of preparing and recording the Subdivision. Within thirty (30) days of the Effective Date, Buyer shall deliver to Seller a proposed preliminary Subdivision of the Property, for Seller’s review and Approval (“Preliminary Subdivision”). Within five (5) Business Days from Seller’s receipt of the Preliminary Subdivision, Seller will provide written notice to Buyer of Seller’s approval or disapproval of the Preliminary Subdivision specifying, if applicable, the revisions necessary for Seller’s approval. If Seller has disapproved the Preliminary Subdivision, then Buyer will revise the Preliminary Subdivision with Seller’s required revisions and resubmit same to Seller no later than five (5) Business Days for Seller’s review and this process will be divided so that there will be two separate parcels that encompass repeated until the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen Preliminary Subdivision is acceptable to Seller (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant theretoas approved, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet ParcelProposed Subdivision”). The Parties hereby agree on the size and contours Within five (5) Business Days from receipt of Seller’s approval of the two separate legal parcels that Proposed Subdivision, Seller will make up submit same to the Treasure Island Property, applicable governmental authority(ies) and on the size and contours shall obtain all applicable governmental authorities’ approval of the separate legal parcel that Proposed Subdivision. Buyer will constitute keep Seller apprised of the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). status of the subdivision process and will notify Seller shall not modify or revise the size or contours of any meetings or hearings relating to the approval of the separate legal parcels depicted on Schedule 6.23(b)Proposed Subdivision. If any governmental authority requires changes to the Proposed Subdivision, in connection including any dedications, restrictions, easements, or exactions, then Buyer will notify Seller within five (5) Business Days of Buyer’s notice of such required changes. If Seller does not approve such change(s) to the Proposed Subdivision required by the applicable governmental authority, within ten (10) days from Seller’s receipt of the same, then either Buyer or Seller may terminate this Agreement by delivering written notice to the other party, with a copy to the Title Company no later than ten (10) days after expiration of the ten (10) day period. Upon termination of the Agreement, pursuant to this Section, the Deposit will be promptly returned to Buyer if such termination occurs during the Inspection Period and the Deposit will be remitted to Seller if such termination occurs after the expiration of the Inspection Period and the parties will have no further rights, duties, or obligations under this Agreement other than those obligations that expressly survive termination of this Agreement. If Buyer has not obtained and recorded the Subdivision prior to Closing, Seller may extend the Closing Date for a reasonable time not to exceed one hundred fifty (150) days from the Effective Date at Seller’s discretion to permit Buyer to continue Buyer’s efforts to obtain and record the Subdivision or otherwiseterminate this Agreement pursuant to this Section and the Deposit will be remitted to Seller and the and the parties will have no further rights, without Purchaser’s prior written consent which duties, or obligations under this Agreement other than those obligations that expressly survive termination of this Agreement. The recorded Subdivision information of the Property shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding used in the status of Seller’s efforts to complete the SubdivisionTitle Commitment, Deed, and shall not agree to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser other document that is required to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed pursuant to the Permitted Exceptionsexecuted for this transaction.
Appears in 1 contract
Sources: Agreement of Purchase and Sale
Subdivision. Seller agrees(a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, commencing immediately upon execution and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord’s development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant’s ski operations. Therefore, Tenant agrees as follows:
(1) Landlord shall have the right and easements at any time during the term of this AgreementLease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property or not and to install the infrastructure or have others install the infrastructure for the benefit of said Subdivisions, provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility.
(2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility.
(3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property.
(4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at Sellerthe cost of Landlord.
(5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a ski facility.
(6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access, areas shall be. mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the subdivisions during ski season to permit the residents of Landlord’s developments to ski on and off the access ways from their developments for the portion of the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose.
(7) A portion of the Leased Premises, as shown on Exhibit “O” (the “Boulder Lake Village PRD Area”), is intended by Landlord to be a portion of the Boulder Lake Village PRD project being developed by Landlord. That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as part of such community or communities. Landlord may cause the PRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6(a), to name, in addition to Landlord, the applicable condominium and homeowners’ associations as additional insureds, and Tenant shall indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant’s operations, whether or not insured.
(b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all federal, state and local governmental rules and regulations including Delaware River Basin Commission.
(c) Landlord, their successors or assigns, shall have the right to provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes.
(d) All ▇▇▇▇▇ on the Leased Premises shall remain the property of Landlord for Landlord’s use. Upon central water being available to Tenant, Tenant shall connect to said central water system at Tenant’s sole cost and expense. Until such central water system is available for Tenant’s hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water.
(e) A pump house exists on the property of Landlord. The pump house provides pumps for water removal for snow-making for the Leased Premises. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, replacement and maintenance of all water lines on the Property, whether used by Tenant or Landlord, or its subsidiaries, affiliates or assigns, unless it is caused by Landlord, or its affiliates, negligence. Tenant shall also be solely responsible for the repair, replacement and maintenance of the pump house. Tenant shall be solely responsible for obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from Big Boulder Lake or any other water source.
(f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time.
(g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility.
(h) Some of the current parking for the Leased Property is on lands of the Landlord or future Planned Communities or Condominium Projects. Tenant shall have the right to utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to utilize such parking areas. Tenant shall be responsible to insure, repair and maintain such parking areas on the property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be Tenant’s responsibility to repair, insure and maintain. Landlord shall, at no cost to Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to causeutilize the parking areas of Tenant. Tenant acknowledges and agrees that Landlord, for itself, its grantees, successors or assigns shall have an easement and a right to access, create, erect, improve, and install roadways through the existing parking areas of the Big Boulder Ski Resort to provide access and use best efforts to causeits Lake Shore development, Slope Side development and other future developments now or when such developments are created. Landlord shall not be responsible for replacing any parking spaces or parking areas currently in existence as a result of the Existing Parcel creation, installation, improvement or erection of such roadways. Landlord shall further have full authority to install, at its expense, all traffic control devices as required by ▇▇▇▇▇▇ Township or any other governmental agency or as determined by Landlord to direct or control traffic on the said streets or through the parking lots on the Property.
(i) The term “road” or “roadways” utilized anywhere in this Lease shall include any storm water facilities associated with the construction of said roads or roadways and any traffic control devices or signs on or for said roads or roadways.
(j) All roadways, whether existing now or created, erected or installed in the future within the Leased Premises shall be subdivided through a commercial subdivision process to for use by the public or by the residents of any development and shall be completedrepaired, as soon as reasonably practicablereplaced, and maintained by Tenant including snow removal and anti-skid materials. The cost of the repair, maintenance and snow removal shall be shared between Tenant and any future subdivisions in accordance with Chapter 278 Road Maintenance Agreements to be agreed upon between the parties. The current percentage of NRS Tenant’s responsibility is sixty-five percent (collectively65%) of the costs.
(1) All permits for the withdrawal of water for snow-making purposes shall remain with Landlord. Tenant shall be responsible to reimburse Landlord for all labor, employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the “Subdivision”), under which necessary reports for the Existing Parcel will be divided so that there will be two separate parcels that encompass water withdrawal permits. Tenant shall provide all information and monitoring of water withdrawal required by Landlord to maintain said permits.
(2) Tenant shall read elapsed time meters daily at the Treasure Island hotel same time each and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all landevery day, and all interests in buildingsshall inspect the monitoring pipe, structuresand make sure that it is full. If it is not full, improvements and fixtures located thereon Tenant shall cease snow-making and all easements water withdrawals. Tenant shall provide all documentation requested by Landlord regarding water monitoring and other rights water withdrawals. Landlord does not guarantee the availability of water for snow making.
(I) Throughout the Leased Premises are non-public access roads. Tenant shall repair and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including maintain all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree said access roads on the size Leased Premises including snow removal. Landlord, at anytime, shall have full rights on ingress, egress and contours of the two separate legal parcels that will make up the Treasure Island Propertyregress over, upon and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b)through said access roads. Seller No access road shall not modify be terminated or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, blocked without PurchaserLandlord’s prior written consent permission which shall not may be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to complete the Subdivision, and shall not agree to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed pursuant to the Permitted Exceptionswithheld at its sole discretion.
Appears in 1 contract
Sources: Lease (Peak Resorts Inc)
Subdivision. Seller agreesIn connection with the sale of the Release Property or for any other reasonable purpose, commencing immediately upon execution Borrower shall be permitted to subdivide the Land into two or more separate legal parcels (the “Subdivision”) subject to Lender’s reasonable consent which shall be based on the following:
(A) No Default or Event of this AgreementDefault shall exist at the time of the request or at the time of the Subdivision;
(B) Lender reasonably approves of all subdivision documents, at Sellerincluding, without limitation, any plats or plans relating thereto and any documents establishing cross-easements or restrictive covenants, including, without limitation, Lender’s receipt and approval of all easements necessary to allow each of the subdivided parcels access and cost sharing and use of shared facilities for its use as an IBX Facility and Commercial Facility in compliance with all applicable Laws and Legal Requirements;
(C) The Subdivision complies with, and the Mortgaged Property after giving effect to the Subdivision will comply with, all Laws and Legal Requirements;
(D) At Borrower’s sole cost and expense, the Title Company issues to cause, and Lender a date-down endorsement to use best efforts to cause, the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under which the Existing Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree Title Policy insuring Lender’s first priority lien on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall Mortgaged Property is not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to complete impaired by the Subdivision, and updates to existing endorsements of the Title Policy, if applicable, or new endorsements as Lender may reasonably require, including, without limitation, a subdivision endorsement in form and substance acceptable to Lender;
(E) To the extent the Mortgage needs to be revised to reflect such Subdivision in Lender’s reasonable discretion, Borrower and Borrower Representative shall not agree deliver fully executed amendments to the imposition Mortgage;
(F) The Lender shall have received such other documents, certificates, instruments, opinions or assurances as the Lender may reasonably request; and
(G) The Borrower shall pay all of any material conditions imposed the Lender’s out-of-pocket costs and expenses incurred by the Lender in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the such request for such Subdivision, including, without limitation, all recording costs, transfer taxes, title premiums and if Purchaser so electsreasonable legal fees, Seller shall provide to Purchaser a power regardless of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed pursuant to the Permitted Exceptionswhether or not such Subdivision is consummated.
Appears in 1 contract
Subdivision. Seller agreesThe parties acknowledge that the Plants To Be Sold and the Plant Sites are the Concrete Batch Plant located at ▇▇▇ ▇▇▇▇ ▇▇, commencing immediately upon execution ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Batch Plant") and the Aggregate Crushing and Screening Plant and Batch Plant located at ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ (the "Crushing Plant"). Because of this Agreementthe subdivision laws and regulation of Colorado and Pueblo County, at Seller’s sole cost and expense, to cause, and to use best efforts to cause, neither the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under property on which the Existing Parcel Batch Plant is located (the "Batch Plant Property") nor the property on which the Crushing Plant is located (the "Crushing Plant Property") can be conveyed to Purchaser unless certain additional property located adjacent to the Batch Plant (the "Excess Batch Plant Property") and certain additional property located adjacent to the Crushing Plant (the "Excess Crushing Plant Property") also is conveyed to Purchaser. Accordingly, Seller will be divided so that there will be convey to Purchaser all of the Batch Plant Property and the Excess Batch Plant Property by a special warranty deed and all of the Crushing Plant Property and the Excess Crushing Plant Property by a second special warranty deed. Promptly after the Closing, Purchaser shall take such actions as are reasonably necessary to subdivide the Batch Plant Property and the Excess Batch Plant Property into a two separate parcels that encompass lot subdivision (the Treasure Island hotel "Batch Plant Subdivision") and casino the Crushing Plant Property and related improvementsthe Excess Crushing Plant Property into a second two lot subdivision (the "Crushing Plant Subdivision. Upon completion of the Batch Plant Subdivision and the Crushing Plant Subdivision, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including Purchaser shall use all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s reasonable efforts to complete within two (2) years after the SubdivisionClosing Date, Purchaser shall convey the Excess Batch Plant Property and the Excess Crushing Plant Property to Seller by special Warranty Deed and, upon such conveyance, the Excess Batch Plant Property and the Excess Crushing Plant Property shall be added to the property leased to Purchaser under the Lease. The parties acknowledge that the Batch Plant Property is comprised of approximately acres, the Excess Batch Plant Property is comprised of approximately acres, the Crushing Plant Property is comprised of approximately 13 acres, and shall not agree to the imposition Excess Crushing Plan Property is comprised of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed pursuant to the Permitted Exceptionsapproximately acres.
Appears in 1 contract
Subdivision. Seller agrees(a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, commencing immediately upon execution and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord's development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course , ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant's ski operations., Therefore, Tenant agrees as follows:
(1) Landlord shall have the right and easements at any time during the term of this AgreementLease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property or not and to install the infrastructure or have others install the infrastructure for the benefit of said Subdivisions, provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility.
(2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility.
(3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property.
(4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at Sellerthe cost of Landlord.
(5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a ski facility.
(6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the subdivisions during ski season to permit the residents of Landlord's developments to ski on and off the access ways from their developments for the portion of the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose.
(7) A portion of the Leased Premises, as shown on Exhibit "O" (the "▇▇▇▇ ▇▇▇▇▇ Ski PRD Area"), is intended by Landlord to be a portion of the ▇▇▇▇ Frost PRD project being developed by Landlord. That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as part of such community or communities. Landlord may cause the PRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6 (a), to name, in addition to Landlord, the applicable condominium and homeowners' associations as additional insureds, and Tenant shall indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant's operations, whether or not insured.
(b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all federal, state and local governmental rules and regulations including Delaware River Basin Commission.
(c) Landlord, their successors or assigns, shall have the right to provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes.
(d) All ▇▇▇▇▇ on the Leased Premises shall remain the property of Landlord for Landlord's use. Upon central water being available to Tenant, Tenant shall connect to said central water system at Tenant's sole cost and expense, . Until such central water system is available for Tenant's hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water.
(e) A pump house exists on the property leased to cause, and to use best efforts to cause, the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under which the Existing Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”)Tenant. The Parties hereby agree on pump house provides pumps for water removal for snow-making for the size and contours of Leased Property. The pump house also provides water lines for the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to complete the Subdivision, and shall not agree water provided for irrigation to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheldgolf course entity. Purchaser The golf course entity shall be entitled to direct Seller’s activities with respect access the pump house and have full use of and access to all water lines at no cost to Landlord or the golf course entity. The golf course entity shall maintain its own pumps and electrical meter for electricity for the pumps. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, replacement and maintenance of all water lines on the Property, whether used by Tenant or Landlord, or its subsidiaries, affiliates or assigns or the golf course entity, unless it is caused by Landlord’s, or its affiliates, negligence. Tenant shall also be solely responsible for the repair, replacement and maintenance of the pump house. Tenant shall be solely responsible for obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from the Tobyhanna Creek or any other water source. The parties further agree that the road to the Subdivisionpump house shall be retained by Landlord, but maintained, repaired, insured, and if Purchaser so electsplowed of snow by Tenant. Further, Seller Tenant shall provide to Purchaser a power not have the exclusive use of attorney granting to Purchaser this roadway, but shall share its use with Landlord, its licensees, tenants, guests or assigns and the golf course entity. Either party will have the right to execute documents use poles on Seller’s behalf, in furtherance the Property or off the Property along the pump house road of the Subdivisionother for utilities.
(f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time.
(g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility.
(h) Some of the current parking for the Leased Property is on lands of the Landlord or future Planned Communities or Condominium Projects. Tenant shall have the right to utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to utilize such parking areas. Tenant shall be responsible to insure, repair and maintain such parking areas on the property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be Tenant’s responsibility to repair, insure and maintain. New parking areas as shown on Exhibit "L" will be prepared by Landlord as needed, as determined by Purchaser existing areas are closed or blocked. Landlord shall, at no cost to be appropriate. In connection Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to utilize the parking areas of Tenant for the golf course parking and golf course access or other uses associated with its developments or future developments.
(i) The term “road” or “roadways” utilized anywhere in this lease shall include any storm water facilities associated with the Subdivisionconstruction of said roads or roadways and any traffic control devices or signs on or for said roads or roadways.
(1) All permits for the withdrawal of water for snow-making purposes or for golf course irrigation shall remain with Landlord. Tenant shall be responsible to reimburse Landlord for all labor, Seller employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the necessary reports for the water withdrawal permits. Tenant shall comply with provide all applicable Laws information and with all requirements imposed pursuant monitoring of water withdrawal required by Landlord to maintain said permits.
(2) Tenant shall be responsible to read the pump meters and record the meter readings daily at the same time each and every day. Tenant shall go to the Permitted ExceptionsU.S.G.S. web site and print out the Tobyhanna Creek’s monitoring station daily report. If the monitoring station is below 22.4 cfs, all water withdrawals must cease immediately. Tenant shall be responsible for and shall pay for all water withdrawn. Tenant shall provide all documentation requested by Landlord regarding water monitoring and water withdrawals. Landlord does not guarantee the availability of water for snow-making
(k) Throughout the Leased Premises are non-public access roads. Tenant shall repair and maintain all said access roads on the Leased Premises including snow removal. Landlord, at anytime, shall have full rights on ingress, egress and regress over, upon and through said access roads. No access road shall be terminated or blocked without Landlord's prior written permission which may be withheld at its sole discretion.
(l) Landlord reserves the right at any time and from time to time to remove, relocate, or demolish existing facilities including but not limited to underground storage tanks, buildings, garages, concrete pads, parking areas, or existing equipment attach to a building or inground. Landlord shall restore or replace such equipment, buildings or facilities on the Leased Premises or shall provide additional area adjacent to the Leased Premises to the Tenant in size or value to that which is removed. Any buildings that are removed or demolished shall be replaced with buildings of a similar value except that Landlord shall have the unrestricted right without the requirement of replacement or reimbursement, to demolish the flightline building.
(m) Tenant's heavy equipment (over 20 tons), construction equipment or groomers shall not be permitted to enter upon any entrance road to any development of Landlord's or upon ▇▇▇▇ ▇▇▇▇▇ Mountain Road or Road "C" except for snow removal.
Appears in 1 contract
Subdivision. Seller agrees31.1. Within sixty (60) days following the Effective Date, commencing immediately the Landlord will make application to the subdivision authority for the City of Medicine Hat for the approval (the “Subdivision Approval”) of a plan of subdivision (the “Subdivision Plan”) in respect of the Landlord’s Lands which, upon execution registration, will create the Lands as a separate and distinct legal parcel. The Landlord will keep the Tenant informed as to the progress and status of this Agreementthe Landlord’s subdivision application and, without limitation to the foregoing, will provide a copy of the subdivision application, including the proposed tentative plan of subdivision, before submitting the same to the subdivision approving authority, and a copy of the Subdivision Approval as and when issued. The Landlord will be responsible, at Seller’s its sole cost and expense, for the satisfaction of any conditions of approval to causethe Subdivision Approval, including without limitation, the payment of any off-site levies and the dedication of reserves (or payment of cash in lieu thereof), and to use best will make all reasonable commercial efforts to cause, obtain the Existing Parcel Subdivision Approval and to cause the Subdivision Plan to be subdivided through a commercial subdivision process to be completed, registered as soon as reasonably practicablepracticable thereafter. Any easements, rights of way or other interests to be granted in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under which the Existing Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder respect of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), Lands in connection with the Subdivision or otherwiseaforesaid subdivision will be approved by the Tenant, without Purchaseracting reasonably. The Tenant will reimburse the Landlord in respect of the Landlord’s prior written consent which shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status out of Seller’s efforts to complete the Subdivision, pocket costs and shall not agree to the imposition of any material conditions imposed expenses reasonably incurred in connection with the submission of the application for the subdivision approval and in preparing and registering the Subdivision without Purchaser’s prior written consentPlan. Upon registration of the Subdivision Plan, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect the Tenant will promptly discharge (except as to the SubdivisionLands), at its sole cost and if Purchaser so electsexpense, Seller shall provide any caveat, encumbrance, lien, charge or other instrument which the Tenant may have registered or caused to Purchaser be registered against the title to the Landlord’s Lands, save and except a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, caveat in furtherance respect of the Subdivision, as determined by Purchaser to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws and with all requirements imposed easement granted pursuant to clause 32.1 and any caveat or easement registered in respect of any easement agreement entered into by the Permitted ExceptionsParties pursuant to clause 32.7.
Appears in 1 contract
Sources: Lease (Hut 8 Corp.)
Subdivision. Seller agrees(a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, commencing immediately upon execution and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord's development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant's ski operations. Therefore, Tenant agrees as follows:
(1) Landlord shall have the right and easements at any time during the term of this AgreementLease, or any extensions thereof, to enter the Property being leased to Tenant and to have ingress, egress and regress for the purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property or not and to install the infrastructure or have others install the infrastructure for the benefit of said Subdivisions, provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility.
(2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility.
(3) Landlord shall have the right to erect upon the Property being leased to Tenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be installed on the Property leased to Tenant or which in the future may be located on the Property.
(4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, Pennsylvania Department of Environmental Protection, Carbon County Planning Commission, Delaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements or structures within said Subdivisions which are a burden on the Property leased to Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at Sellerthe cost of Landlord.
(5) Tenant shall not interfere with the installation, erection, placement, use, repair, maintenance or replacement of any of the aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on the Property, provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Tenant’s operation of a ski facility.
(6) Landlord shall have the right to construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the subdivisions during ski season to permit the residents of Landlord's developments to ski on and off the access ways from their developments for the portion of the access way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose.
(7) A portion of the Leased Premises, as shown on Exhibit "O" (the "Boulder Lake Village PRD Area"), is intended by Landlord to be a portion of the Boulder Lake Village PRD project being developed by Landlord. That project will include one or more condominiums and planned communities. Landlord shall have the right to create such projects and condominiums communities and planned communities and to include the PRD Area as part of such community or communities. Landlord may cause the PRD Area to be one or more units (or a portion thereof) of such communities, ownership of which unit shall initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the PRD Area that is a portion of the Leased Premises shall be such unit. Tenant shall cause its liability insurance policies, as described in Paragraph 6 (a), to name, in addition to Landlord, the applicable condominium and homeowners' associations as additional insureds, and Tenant shall indemnify and hold harmless Landlord and those associations for any claims or damages resulting from Tenant's operations, whether or not insured.
(b) Tenant shall have the right to remove water from ponds or streams on the Property for the purposes only of making snow subject to all federal, state and local governmental rules and regulations including Delaware River Basin Commission .
(c) Landlord, their successors or assigns, shall have the right to provide treated water from Landlord’s sewage treatment plant for snow making to Tenant who shall accept such treated water and utilize it for snow making purposes.
(d) All ▇▇▇▇▇ on the Leased Premises shall remain the property of Landlord for Landlord's use. Upon central water being available to Tenant, Tenant shall connect to said central water system at Tenant's sole cost and expense. Until such central water system is available for Tenant's hookup Tenant shall use the existing ▇▇▇▇▇ for drinking water.
(e) A pump house exists on the property of Landlord. The pump house provides pumps for water removal for snow-making for the Leased Premises. The Tenant shall maintain its own pumps for water removal and its own electric meter for the pumps. Tenant shall be solely responsible for the repair, replacement and maintenance of all water lines on the Property, whether used by Tenant or Landlord, or its subsidiaries, affiliates or assigns, unless it is caused by Landlord, or its affiliates, negligence. Tenant shall also be solely responsible for the repair, replacement and maintenance of the pump house. Tenant shall be solely responsible for obtaining and preparing all information necessary for all reports to be submitted pertaining to water withdrawal from Big Boulder Lake or any other water source.
(f) Landlord, its agents, successors or assigns, shall have full access to any water lines or water pumps on the Property leased to Tenant at any time.
(g) Landlord reserves an unlimited easement or right of access on the Property to lay, re-lay, install, inspect, operate, maintain, repair, alter, remove, renew, replace, add and keep any water or sewer lines in, over, under, upon and across the Property for the benefit of Landlord and adjacent landowners and Subdivisions, provided that these encumbrances do not interfere with the Tenant’s operation of a ski facility.
(h) Some of the current parking for the Leased Property is on lands of the Landlord or future Planned Communities or Condominium Projects. Tenant shall have the right to utilize those parking areas designated by Landlord until such time as Landlord notifies Tenant not to utilize such parking areas. Tenant shall be responsible to insure, repair and maintain such parking areas on the property of Landlord. All new areas for parking for Tenant on Tenant’s Leased Property shall be Tenant’s responsibility to repair, insure and maintain. Landlord shall, at no cost to Landlord, its licensees, tenants, guests or assigns, have the right, during non-ski season periods, to causeutilize the parking areas of Tenant. Tenant acknowledges and agrees that Landlord, for itself, its grantees, successors or assigns shall have an easement and a right to access, create, erect, improve, and install roadways through the existing parking areas of the Big Boulder Ski Resort to provide access and use best efforts to causeits Lake Shore development, Slope Side development and other future developments now or when such developments are created. Landlord shall not be responsible for replacing any parking spaces or parking areas currently in existence as a result of the Existing Parcel creation, installation, improvement or erection of such roadways. Landlord shall further have full authority to install, at its expense, all traffic control devices as required by ▇▇▇▇▇▇ Township or any other governmental agency or as determined by Landlord to direct or control traffic on the said streets or through the parking lots on the Property.
(i) The term “road” or “roadways” utilized anywhere in this Lease shall include any storm water facilities associated with the construction of said roads or roadways and any traffic control devices or signs on or for said roads or roadways.
(j) All roadways, whether existing now or created, erected or installed in the future within the Leased Premises shall be subdivided through a commercial subdivision process to for use by the public or by the residents of any development and shall be completedrepaired, as soon as reasonably practicablereplaced, and maintained by Tenant including snow removal and anti-skid materials. The cost of the repair, maintenance and snow removal shall be shared between Tenant and any future subdivisions in accordance with Chapter 278 Road Maintenance Agreements to be agreed upon between the parties. The current percentage of NRS Tenant's responsibility is sixty-five percent (collectively65%) of the costs.
(1) All permits for the withdrawal of water for snow-making purposes shall remain with Landlord. Tenant shall be responsible to reimburse Landlord for all labor, employee benefits, materials, permit fees, supplies or other costs and expenses required to monitor and submit the “Subdivision”)necessary reports for the water withdrawal permits. Tenant shall provide all information and monitoring of water withdrawal required by Landlord to maintain said permits.
(2) Tenant shall read elapsed time meters daily at the same time each and every day, under and shall inspect the monitoring pipe, and make sure that it is full. If it is not full, Tenant shall cease snow-making and all water withdrawals. Tenant shall provide all documentation requested by Landlord regarding water monitoring and water withdrawals. Landlord does not guarantee the availability of water for snow making.
(l) Throughout the Leased Premises are non-public access roads. Tenant shall repair and maintain all said access roads on the Leased Premises including snow removal. Landlord, at anytime, shall have full rights on ingress, egress and regress over, upon and through said access roads. No access road shall be terminated or blocked without Landlord's prior written permission which may be withheld at its sole discretion.
(m) Tenant acknowledges that Tenant has reviewed the Existing Parcel will existing Mt. Union cell tower lease and Tenant agrees to be divided so responsible for all lease payments due Mt. Union.
(n) Landlord reserves the right at any time and from time to time to remove, relocate, or demolish existing facilities including but not limited to underground storage tanks, buildings, garages, concrete pads, parking areas, or existing equipment attach to a building or inground. Landlord shall restore or replace such equipment, buildings or facilities on the Leased Premises or shall provide additional area adjacent to the Leased Premises to the Tenant in size or value to that there will which is removed. Any buildings that are removed or demolished shall be two separate parcels replaced with buildings of a similar value except that encompass Landlord shall have the Treasure Island hotel unrestricted right without the requirement of replacement or reimbursement, to demolish the flightline building. Further, if Landlord shall decide to remove or demolish the Maintenance and casino Ski Patrol Building on the Property then Landlord shall pay to Tenant $500,000.00, as adjusted by the percentage of increase in the CPI in effect as of the date of this Agreement and related improvementsthe first day of the month in which Landlord demolishes the Maintenance and Ski Patrol Building, which parcels will collectively total no less than eighteen (18) acres (such parcelsshall compensate Tenant for all costs for a new building, collectivelymoving expenses, including all landequipment, survey, land development costs, engineering fees, attorneys fees, and all interests other costs and expenses associated in buildingsany way with Landlord taking and demolishing of the Maintenance and Ski Patrol Buildings. Landlord shall be responsible for obtaining the land development approvals. The costs, structuresfee and expenses incurred by Landlord including legal and engineering fees for obtaining said approvals shall be deducted by Landlord from the amount due Tenant above.
(o) Further, improvements Landlord reserves the right at any time and fixtures located thereon and all easements and from time to time to provide landscaping or screening including the erection of fences, barriers, earthen or other rights and interests appurtenant theretotype of mounds to screen any structure, facility or equipment of Tenant at any location on the “Treasure Island Property”Leased Premises.
(p) Tenant's heavy equipment (over 20 tons), and there are two construction equipment or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree on the size and contours of the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b), in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which groomers shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status permitted to enter upon any entrance road to any development of Seller’s efforts to complete the Subdivision, and shall not agree to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser Landlord's or upon Big Boulder Drive except for snow removal.
(q) Tenant shall be entitled solely responsible for the removal of sediment in Big Boulder Lake adjacent to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser the right to execute documents on Seller’s behalf, in furtherance Tenant's parking area. Removal of the Subdivision, as determined by Purchaser sediment shall be done on at lease an annual basis. Tenant shall also be responsible for controlling water runoff through its parking lots to be appropriate. In connection with the Subdivision, Seller shall comply with all applicable Laws control water quality and with all requirements imposed pursuant to the Permitted Exceptionswater runoff into Big Boulder Lake.
Appears in 1 contract
Subdivision. Seller agrees(a) Landlord is in the process of subdividing portions of its land for subdivisions and Planned Residential Developments (hereinafter referred to as “Subdivisions”) some of which are part of the land which is being leased herein, commencing immediately upon execution and part of it is other lands adjoining the Property being leased herein to Tenant. Tenant acknowledges that there are Subdivisions being prepared by Landlord and/or are in the process of having infrastructure installed or erected on the Property for said Subdivisions. Further, Tenant acknowledges that the Landlord or its affiliates may be the builder of some of the homes and/or buildings to be constructed in said Subdivisions and may have non-affiliated companies or individuals purchase lots and build homes and/or other structures in said Subdivisions. Further, Tenant acknowledges that there are numerous water, sewer, storm water, utilities and other easements associated with said Subdivisions that cross or will cross the Property being leased to Tenant. Tenant acknowledges that they have reviewed Landlord’s development plans and conceptual plans for ▇▇▇▇ Frost National Golf Course, ▇▇▇▇ ▇▇▇▇▇ Golf Course PRD, ▇▇▇▇ Frost Ski PRD, Boulder Lake Village Subdivision, Lake Shore Subdivision, Round Pond Subdivision, Pheasant Run and Slope Side Subdivision and agrees that said plans and developments do not interfere with Tenant’s ski operations., Therefore, Tenant agrees as follows:
(1) Landlord shall have the right and easements at any time during the term of this AgreementLease, at Seller’s sole cost and expenseor any extensions thereof, to causeenter the Property being leased to Tenant and to have ingress, egress and regress for the purposes of access or construction of any structures, improvements, roads, utilities, storm water facilities or other subdivision or PRD improvements to be erected in, or under the Property for the Subdivisions of Landlord or any future Subdivisions developed whether adjacent to the Property or not and to install the infrastructure or have others install the infrastructure for the benefit of said Subdivisions, provided that such location or use of the easement does not interfere with Tenant’s operation of a ski facility.
(2) Landlord shall have the right to install upon the Property being leased to Tenant water, sewer, and utility lines and storm water controls for the purposes of the benefit of said Subdivisions. The expense for the construction of said water lines, sewer lines, utility lines, and storm water controls shall be the responsibility of Landlord provided that such location does not interfere with Tenant’s operation of a ski facility.
(3) Landlord shall have the right to use best efforts erect upon the Property being leased to causeTenant any water towers, wells, storm water controls, water lines, sewer lines, which structures or equipment may permanently reside on or under the Existing Parcel Property leased to Tenant, provided that such location does not interfere with Tenant’s operation of a ski facility. Landlord hereby reserves for itself, its customers, tenants, subtenants, licensees, grantees, successors and assigns, for the length of this lease or any renewal thereof, an easement for the withdrawal of water from the ▇▇▇▇▇ now located on the Property or to be subdivided through a commercial subdivision process installed on the Property leased to be completed, as soon as reasonably practicable, Tenant or which in accordance with Chapter 278 of NRS (collectively, the “Subdivision”), under which the Existing Parcel will be divided so that there will be two separate parcels that encompass the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will future may be located on its own separate legal parcel the Property.
(such parcel4) Tenant agrees that all restrictions and requirements for all Subdivisions as imposed by ▇▇▇▇▇▇ Township, including all landPennsylvania Department of Environmental Protection, and all interests in buildingsCarbon County Planning Commission, structuresDelaware River Basin Commission, or any other federal, state or local governmental agency necessary for the completion, erection, or installation of improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet Parcel”). The Parties hereby agree or structures within said Subdivisions which are a burden on the size and contours Property leased to Tenant shall be permitted by Tenant to be installed, erected or placed upon the Property being leased to Tenant, all of which shall be at the two separate legal parcels that will make up the Treasure Island Property, and on the size and contours cost of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly set forth on Schedule 6.23(b). Seller Landlord.
(5) Tenant shall not modify interfere with the installation, erection, placement, use, repair, maintenance or revise the size or contours replacement of any of the separate legal parcels depicted aforesaid structures, equipment, water lines, sewer lines, utility lines, storm water controls, by Landlord on Schedule 6.23(b)the Property, in connection provided that such installation, erection, placement, use, repair, maintenance or replacement does not interfere with the Subdivision or otherwise, without PurchaserTenant’s prior written consent which operation of a ski facility.
(6) Landlord shall not be unreasonably withheld. Seller shall provide Purchaser with regular updates regarding the status of Seller’s efforts to complete the Subdivision, and shall not agree to the imposition of any material conditions imposed in connection with the Subdivision without Purchaser’s prior written consent, which shall not be unreasonably withheld. Purchaser shall be entitled to direct Seller’s activities with respect to the Subdivision, and if Purchaser so elects, Seller shall provide to Purchaser a power of attorney granting to Purchaser have the right to execute documents construct access area (paths, walkways, ski paths, alleyways, cart path, ski runs, etc.) from its Subdivisions across, through and over the Property leased to Tenant some of which are to provide access to the Tenant’s Buildings and ski slopes, all of which access areas shall be maintained by Tenant. The location of such access areas shall be mutually agreed upon by Landlord and Tenant. The cost for construction of these access areas shall be paid by Landlord or their successors or assigns. All liability for these access areas after construction by Landlord shall be borne solely by Tenant. Tenant shall be responsible for snow-making for the access points to the Ski Area from the subdivisions during ski season to permit the residents of Landlord’s developments to ski on Seller’s behalf, in furtherance and off the access ways from their developments for the portion of the Subdivisionaccess way on the Leased Premises, provided, however, Tenant shall only be obligated to use the then existing snow making equipment and shall be under no obligation to purchase additional snow making equipment for this purpose.
(7) A portion of the Leased Premises, as determined shown on Exhibit “O” (the “▇▇▇▇ ▇▇▇▇▇ Ski PRD Area”), is intended by Purchaser Landlord to be appropriatea portion of the ▇▇▇▇ Frost PRD project being developed by Landlord. In connection with That project will include one or more condominiums and planned communities. Landlord shall have the Subdivisionright to create such projects and condominiums communities and planned communities and to include the PRD Area as part of such community or communities. Landlord may cause the PRD Area to be one or more units (or a portion thereof) of such communities, Seller ownership of which unit shall comply with all applicable Laws and with all requirements imposed pursuant initially remain in Landlord. When such communities are created, if required by Landlord, Tenant shall execute an amendment to this Lease confirming that the Permitted Exceptions.PRD Area that is a portion of the Leased Premises shall be such
Appears in 1 contract
Sources: Lease (Peak Resorts Inc)
Subdivision. Buyer and Seller agreeshave determined that a portion of the Wood Campus Real Property (New Hospital Site), commencing immediately upon execution including most of this AgreementLot B-1 and a portion of Lot B-2 thereof, at Seller’s sole cost is not necessary for the construction and expenseoperation of the New Hospital. Therefore, Buyer and Seller desire to cause, and subdivide the Wood Campus Real Property (New Hospital Site) to use best efforts to cause, exclude such portion of the Existing Parcel to be subdivided through a commercial subdivision process to be completed, as soon as reasonably practicable, in accordance with Chapter 278 of NRS Wood Campus Real Property (collectively, New Hospital Site) (the “SubdivisionExcluded Parcel”), under which with the Existing Parcel will intention that it be divided so that there will retained by Seller. The approximate location of the proposed property line is as shown on Exhibit H attached hereto. Promptly following the Execution Date, Seller shall prepare or cause to be two separate parcels that encompass prepared a subdivision plat consistent with Exhibit H, containing sufficient detail and otherwise complying with all applicable requirements for the Treasure Island hotel and casino and related improvements, which parcels will collectively total no less than eighteen acceptance by the appropriate office (18) acres (such parcels, collectively, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Treasure Island Property”), and there are two or more parcels that encompass the remainder of the Existing Parcel (collectively, the “Mirage Property”) a portion of which will be subdivided so that the Joint Valet Garage will be located on its own separate legal parcel (such parcel, including all land, and all interests in buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto, the “Joint Valet ParcelSubdivision Plat”). The Parties hereby agree on Upon completion, Seller shall submit the size and contours Subdivision Plat to Buyer for approval as to the exact location of the two separate legal parcels that will make up the Treasure Island Property, property line and on the size and contours of the separate legal parcel that will constitute the Joint Valet Parcel, in each case as more particularly any other matters disclosed or set forth on Schedule 6.23(b). Seller shall not modify or revise the size or contours of any of the separate legal parcels depicted on Schedule 6.23(b)therein, in connection with the Subdivision or otherwise, without Purchaser’s prior written consent which approval shall not be unreasonably withheld, conditioned or delayed. Upon approval by Buyer, the Subdivision Plat shall be submitted for approval and recording by the appropriate office. Seller shall provide Purchaser with regular updates regarding the status of Seller’s make good faith efforts to complete obtain the Subdivisionapproval and recording of the Subdivision Plat prior to Closing. If the Subdivision Plat is approved and recorded prior to Closing, then the “Wood Campus Real Property (New Hospital Site)” shall thereafter mean and refer to the real property described in Schedule 1.1(d) less and excluding the Excluded Parcel for all purposes, and the Title Commitment and Survey shall not agree be updated to exclude the imposition Excluded Parcel. For the avoidance of any material conditions imposed in connection with doubt, the approval and recording of the Subdivision without Purchaser’s prior written consent, which shall Plat is not be unreasonably withheld. Purchaser shall be entitled a condition to direct Seller’s activities with respect to the SubdivisionClosing, and if Purchaser so electsnot completed prior to Closing, the entirety of the Wood Campus Real Property (New Hospital Site) as described on Schedule 1.1(d) shall be conveyed to Buyer at Closing. Thereafter, Buyer and Seller shall provide continue in good faith to Purchaser a power pursue the approval and recording of attorney granting the Subdivision Plat. Upon approval and recording of the Subdivision Plat, Buyer shall promptly re-convey the Excluded Parcel to Purchaser Seller without consideration, by limited warranty deed, subject only to Permitted Exceptions, but otherwise without representation, warranty or recourse. Notwithstanding anything to the right to execute documents on Seller’s behalfcontrary herein, Buyer and Seller agree that if the approval of the Subdivision Plat is conditioned upon the grant or reservation of any new easements, rights- of-way or other restrictions upon the remainder of the Wood Campus Real Property (New Hospital Site), and if, in furtherance the sole but reasonable discretion of Buyer, such easements, rights-of- way or other restrictions would materially impair the development, construction or operation of the SubdivisionNew Hospital, as determined by Purchaser Buyer shall propose a new subdivision plat that will not materially impair the development, construction or operation of the New Hospital (which proposal may, without limitation, involve relocating the proposed boundary between the parcels in a manner that reduces the size of the parcel to be appropriate. In connection with the Subdivisionreturned to Seller, Seller shall comply with all applicable Laws and with all requirements imposed pursuant if such relocation is reasonably necessary to avoid material impairment to the Permitted Exceptionsdevelopment, construction or operation of the New Hospital).
Appears in 1 contract
Sources: Asset Purchase Agreement