Common use of Access Easements Clause in Contracts

Access Easements. The Village Entities do hereby establish in favor of and reserve unto Glass House, its employees, agents, customers and invitees, a non-exclusive easement for the ingress and egress and passage of pedestrians and motor vehicles (“Access Easement”) into, out of, on, over and across those areas depicted as Private Driveway A, Private Driveway B and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan of the Village Parcels attached hereto as Exhibit “I” and by this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House and its employees, agents, customers and invitees for access to, from and between the Glass House Parcels and the public rights-of-way of ▇▇▇▇▇ ▇▇▇▇▇▇ Parkway and Palm Parkway, consistent with the Project Plan, in common with the use of such Access Easement Areas by the Village Entities and their employees, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be referred to collectively as the “Access Facilities”. The Access Easement shall include the right in favor of Glass House to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or under construction by the Owner of the Village Parcel upon which such Access Facilities are to be located, that are necessary for pedestrian or vehicular access to the Glass House Parcel(s), (ii) enter upon the Access Easement Areas in order to maintain, repair or replace the Access Facilities as permitted by this REA and (iii) to temporarily enter upon portions of the Village Parcels immediately adjacent to the Access Easement Areas to the extent reasonably necessary for Glass House to fully enjoy the Access Easement. In utilizing such easements for installation or maintenance work from time to time Glass House shall be obligated to give the Owner of the affected portion of the Village Parcels at least ten (10) days prior notice of its intentions to enter upon the affected portion for purposes of exercising this easement right, except in emergency situations in connection with which Glass House shall be obligated to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels to the condition existing prior to such work and such work shall be done at such times so as not to unreasonably interfere with the use of any of the Village Parcels.

Access Easements. The Village Entities do hereby establish (i) Contemporaneously with the execution of this Agreement, the Parties shall execute an Easement Agreement in favor of the form attached hereto as Exhibit H (the “Managua Easement Agreement”) pursuant to which PSC agrees to create, grant and reserve unto Glass Houseconvey to, its employeesor execute for the benefit of, agentsPriceSmart, customers and invitees(A) a perpetual, a non-exclusive easement for the purposes of ingress and egress of vehicular (excluding commercial and passage industrial delivery vehicles, which shall not be deemed to include pickup trucks) and pedestrian traffic and street access to and from Carretera Road at Point “4” (as depicted on the attached Exhibit F) across the Main Access Driveway owned by PSC (as depicted on the attached Exhibit F), continually to and from the corner of pedestrians the North Entry (as depicted on the attached Exhibit F) and motor vehicles then over the North Entry between the Corner Pad and the Toy Store Pad to Point “5” (to the boundary line of the property owned by PriceSmart) (the easement described in this subsection (A) being referred to as the “Perpetual Access Easement”); and (B) intoa perpetual (subject to termination as set forth in subparagraph (ii) below), out ofnon-exclusive easement for purposes of ingress and egress of vehicular (including, onwithout limitation, over commercial and industrial delivery vehicles) and pedestrian traffic and street access to and from Carretera Road at Point “4” across those areas depicted as Private Driveway Athe Main Access Driveway, Private Driveway B continually to and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan from the corner of the Village Parcels South Entry (as depicted on the attached hereto as Exhibit F) and then over the South Entry southerly of the PriceSmart Parking Pad to Point “I6” and (to the boundary line of the property owned by PriceSmart (the easement described in this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House and its employees, agents, customers and invitees for access to, from and between the Glass House Parcels and the public rights-of-way of ▇▇▇▇▇ ▇▇▇▇▇▇ Parkway and Palm Parkway, consistent with the Project Plan, in common with the use of such Access Easement Areas by the Village Entities and their employees, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be subsection (B) being referred to collectively as the “Truck Access FacilitiesEasement” and collectively with the Perpetual Access Easement, the “Access Easements”). (ii) PSC hereby agrees to use commercially reasonable efforts to obtain all necessary governmental approvals (the “Access Approvals”) for PriceSmart to construct a driveway for purposes of vehicular (including, without limitation, commercial and industrial delivery trucks) and pedestrian traffic and street ingress and egress to and from the Managua Property and Carretera Road next to the Corner Pad, depicted as “7” on the attached Exhibit F (the “New Access”). The PSC shall be solely responsible for its own expenses and any fees or costs incurred in connection with obtaining the Access Approvals. PriceSmart hereby agrees to cooperate in good faith with PSC in connection with obtaining the Access Approvals, including, but not limited to, providing such grants of authority as may be reasonably required for PSC to perform its obligations under this Section. PriceSmart hereby agrees to use commercially reasonable efforts to construct at PriceSmart’s sole expense a driveway at the New Access no later than ninety (90) calendar days after PriceSmart has received reasonable evidence of the grant of the Access Approvals. Upon completion of the New Access, the Truck Access Easement shall include automatically terminate and be of no further force or effect, provided, however, that if PSC is unable to obtain the Access Approvals (for any reason), the Truck Access Easement shall remain in full force and effect. Promptly after completion of construction of the New Access, the Parties hereby agree to execute and PSC shall have the right to cause to be filed with the appropriate authority with which real property transfer documents are customarily filed in favor of Glass House the related jurisdiction any documents reasonably necessary to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or under construction by the Owner effect termination of the Village Parcel upon which such Truck Access Facilities are to be located, that are necessary for pedestrian or vehicular access to the Glass House Parcel(s), (ii) enter upon the Access Easement Areas in order to maintain, repair or replace the Access Facilities as permitted by this REA and Easement. (iii) to temporarily enter upon portions In the event that the grant of the Village Parcels immediately adjacent to the Access Easement Areas to the extent reasonably necessary for Glass House to fully enjoy the Access Easement. In utilizing such easements for installation all or maintenance work from time to time Glass House shall be obligated to give the Owner of the affected any portion of the Village Parcels at least ten (10) days prior notice of its intentions to enter upon Access Easements cannot be effected on or before the affected portion for purposes of exercising this easement right, except in emergency situations in connection with which Glass House shall be obligated to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels Effective Date due to the condition existing prior requirement to obtain necessary governmental approvals (or for any other reason), then the Parties hereby agree that pending the grant of the Access Easements PriceSmart shall have the right to use such work Access Easements as of the Effective Date and to retain such work right until such time as the Access Easements have been granted pursuant to all applicable governmental requirements. (iv) For and in consideration of PSC’s undertakings pursuant to this Section 2.5(d) and Section 2.5(e), PriceSmart shall be done at such times so as not deliver to unreasonably interfere PSC, concurrently with the use Effective Date, the sum of any TWO HUNDRED FIFTY THOUSAND AND NO/100 UNITED STATES DOLLARS (U.S.$250,000.00) by wire transfer of immediately available funds for deposit into an account designated in wiring instructions provided by PSC (but located in the Village Parcelscountry of Panama).

Access Easements. The Village Entities do hereby establish in favor a. At all time through the Term of this Agreement, and reserve unto Glass Houseat no additional charge to Tenant, its employees, agents, customers and invitees, a non-exclusive easement for the ingress and egress and passage of pedestrians and motor vehicles (“Access Easement”) into, out of, on, over and across those areas depicted as Private Driveway A, Private Driveway B and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan of the Village Parcels attached hereto as Exhibit “I” and by this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House Tenant and its employees, agents, customers contractors, guests and invitees for access toa twenty-four (24) hour per day, seven (7) days per week pedestrian and vehicular ingress and egress across that portion of the Property described in Exhibit B (“Access”) to and over the Property, from an open and between improved public road to the Glass House Parcels Premises, for installation, maintenance and operation of the public rights-of-way Antenna Facilities and any utilities serving the Premises, provided however such access shall: (i) To the extent reasonably possible, Tenant shall attempt to coordinate such access in advance with neighboring business owners, (ii) such request shall not be unreasonably denied, but in no even shall Tenant’s access rights interfere with the operations of ▇▇▇▇▇ the Village of Hillcrest. In the event that Landlord requires relocation of said access, Landlord agrees that Tenant shall have the right of access to the Antenna Facilities during the period of said relocation. Tenant agrees to work in good faith with the appropriate utility companies to install all utilities, where it is possible, underground within the easement areas designated in Exhibit B. It is agreed, however, that only authorized engineers, employees or property authorized contractors of Tenant or persons under their direct supervision will be permitted to enter said Premises. b. If subsequent to the date of this Lease it is reasonably determined by Tenant that any access or utility easement obtained does not or no longer adequately serves the Premises and ▇▇▇▇▇▇ Parkway and Palm Parkway▇’s use thereof, consistent Landlord agrees to cooperate with Tenant to relocate such Easements where practical at no cost to Tenant. In the Project Plan, in common with event the use of such Access Easement Areas by the Village Entities and their employees, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and Landlord is unable to relocate any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be referred to collectively as the “Access Facilities”. The Access Easement shall include the right in favor of Glass House to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or under construction by the Owner of the Village Parcel necessary Easements, then at Tenant’s option this Lease may be terminated upon which such Access Facilities are to be located, that are necessary for pedestrian or vehicular access to the Glass House Parcel(s), thirty (ii) enter upon the Access Easement Areas in order to maintain, repair or replace the Access Facilities as permitted by this REA and (iii) to temporarily enter upon portions of the Village Parcels immediately adjacent to the Access Easement Areas to the extent reasonably necessary for Glass House to fully enjoy the Access Easement. In utilizing such easements for installation or maintenance work from time to time Glass House shall be obligated to give the Owner of the affected portion of the Village Parcels at least ten (1030) days prior written notice of its intentions to enter upon Landlord. Nothwithstanding anything to the affected portion for purposes of exercising this easement rightcontrary contained herein, except in emergency situations in connection with which Glass House Tenant shall be obligated required to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels to the condition existing prior to such work and such work shall be done at such times so as not to unreasonably interfere with the use of any Location of the Village Parcelsprior easement to its original condition, reasonable wear and tear excepted within 30 days.

Access Easements. The Village Entities do (a) Subject to the provisions of this REA, Tower I Owner hereby establish in favor grants to Tower II Owner for the benefit of Tower II Owner and reserve unto Glass Housethe Tower II Tract, its employeesHotel/Condo Owner for the benefit of Hotel/Condo Owner and the Hotel/Condo Tract, agentsand Parking Deck Owners for the benefit of Parking Deck Owners and the Parking Tract, customers and invitees, a non-exclusive easement for easements on, over, and across the Access Tract for: (i) ingress to and egress from its Tract to and from the other Tracts and public thoroughfares over the Access Tracts and the Access Improvements as shown on the Plans; and (ii) circulation, passage and accommodation of pedestrians and motor vehicles to and from the Parking Deck and their respective Tracts. (“Access Easement”b) into, out of, on, over and across those areas depicted as Private Driveway A, Private Driveway B and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan of Tower I Owner shall have the Village Parcels attached hereto as Exhibit “I” and by this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House and its employees, agents, customers and invitees for access toright, from time to time, with the consent of Tower II Owner, to make changes in the Access Improvements, and between in the Glass House Parcels location or design thereof, as long as the orderly flow of vehicular or pedestrian traffic is not adversely affected and the public rights-of-way of ▇▇▇▇▇ ▇▇▇▇▇▇ Parkway and Palm Parkway, consistent with the Project Plan, in common with the use of such Access Easement Areas by the Village Entities and their employees, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be referred to collectively as the “Access Facilities”. The Access Easement shall include the right in favor of Glass House to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or Easements granted under construction by the Owner of the Village Parcel upon which such Access Facilities this Section are to be located, that are necessary for pedestrian or vehicular access available to the Glass House Parcel(s), (ii) enter upon the Access Easement Areas in order other Owners. Hotel/Condo Owner shall have no right to maintain, repair or replace the Access Facilities as permitted by this REA and (iii) to temporarily enter upon portions of the Village Parcels immediately adjacent approve changes to the Access Easement Areas Tract or Access Tract Improvements as long as Hotel/Condo Owner has access over the Access Road to the extent reasonably necessary for Glass House Hotel/Condo Spaces. Common Area Manager shall make all alterations and improvements to fully enjoy the Access Easement. In utilizing such easements for installation or maintenance work from time to time Glass House Improvements required by law, the cost of which shall be obligated to give the Owner of the affected portion of the Village Parcels at least ten an Access Tract Expense. (10c) days prior notice of its intentions to enter upon the affected portion for purposes of exercising The Easements granted by this easement right, except in emergency situations in connection with which Glass House Section shall be obligated to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels to the condition existing prior to such work and such work shall be done at such times so as not to unreasonably interfere with the use of any of the Village Parcelsperpetual.

Access Easements. The Village Entities In respect of its indemnity obligations under Sections 8.2(f) and 8.2(g) of this Agreement, Seller shall have the right, but not the obligation, to conduct and control any Remedial Action concerning any Known Pre-Closing Environmental Liabilities and any Unknown Pre-Closing Environmental Liabilities, and an Access Easement with respect to each Terminal shall be recorded against legal title to such Terminal immediately following recordation of the deed with respect to the transfer of such Terminal to allow for the same. If Seller opts or is required to conduct a Remedial Action at any Terminal to satisfy its indemnification obligations under this Agreement, Seller shall use its commercially reasonable efforts to do hereby establish in favor so without unreasonably interfering with Purchaser’s operations, and Purchaser shall, and shall cause its Representatives to, cooperate with Seller, including by timely filing any required documents with the appropriate Governmental Entities, providing access to and use of and reserve unto Glass Housethe subject site, its employees, agentsdocuments and on-site structures, customers infrastructure and inviteesutility services (including electricity, a non-exclusive easement for the ingress underground piping or wastewater or sewer systems) and/or utilities as necessary to perform any required Remedial Action, including access to install, maintain, replace and egress and passage of pedestrians and motor vehicles (“Access Easement”) into, out of, on, over and across those areas depicted as Private Driveway A, Private Driveway B and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan of the Village Parcels attached hereto as Exhibit “I” and by this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House and its employees, agents, customers and invitees for access to, from and between the Glass House Parcels and the public rights-of-way of operate ▇▇▇▇▇ ▇▇▇▇▇▇ Parkway and Palm Parkway, consistent remove impacted soil and/or groundwater pursuant to an Access Easement and by otherwise complying with the Project PlanAccess Easement; provided, that Seller shall promptly reimburse Purchaser or its Subsidiaries, as applicable, for all out-of-pocket costs reasonably incurred in common connection with such cooperation, access and services. To the extent allowed under any Environmental Law, Seller shall execute, record, obtain and maintain in good standing any authorization, permit or “generator number” as may be necessary for the proper storage, transportation and/or off-site disposal of any Hazardous Material generated in the course of the Remedial Action; provided, however, to the extent Purchaser is required under Environmental Law to do any of the foregoing, then Purchaser shall do so. Purchaser shall sign or cause to be signed and record or caused to be recorded any deed or other recordable real property instrument reasonably requested by Seller and reasonably acceptable to Purchaser in form and content which is necessary to permit the use of site specific corrective action remedies or remedies based on exposure controls as part of such Access Easement Areas by the Village Entities and their employeesRemedial Action; provided, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be referred to collectively as the “Access Facilities”. The Access Easement shall include the right in favor of Glass House to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or under construction by the Owner of the Village Parcel upon which such Access Facilities are to be locatedhowever, that are necessary for pedestrian or vehicular access to the Glass House Parcel(s), (ii) enter upon the Access Easement Areas in order to maintain, repair or replace the Access Facilities as permitted by this REA and (iii) to temporarily enter upon portions of the Village Parcels immediately adjacent to the Access Easement Areas to the extent reasonably necessary for Glass House to fully enjoy the Access Easement. In utilizing such easements for installation or maintenance work from time to time Glass House shall be obligated to give the Owner of the affected portion of the Village Parcels at least ten (10) days prior notice of its intentions to enter upon the affected portion for purposes of exercising this easement right, except in emergency situations in connection with which Glass House shall be obligated to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels to the condition existing prior to such work and such work shall be done at such times so as instrument does not to unreasonably interfere with the operation of the Terminal as conducted as of the Closing Date or preclude the construction of future improvements at the Terminal without Purchaser’s written approval, which shall not be unreasonably withheld. Purchaser agrees not to use the groundwater under any Terminal if such restriction is necessary to permit the use of any site specific corrective action remedies or remedies based on exposure controls as part of the Village Parcelssuch Remedial Action.

Access Easements. The Village Entities In respect of its indemnity obligations under Sections 8.2(f) and 8.2(g) of this Agreement, Seller shall have the right, but not the obligation, to conduct and control any Remedial Action concerning any Known Pre-Closing Environmental Liabilities and any Unknown Pre-Closing Environmental Liabilities, and an Access Easement with respect to each Terminal shall be recorded against legal title to such Terminal immediately following recordation of the deed with respect to the transfer of such Terminal to allow for the same. If Seller opts or is required to conduct a Remedial Action at any Terminal to satisfy its indemnification obligations under this Agreement, Seller shall use its commercially reasonable efforts to do hereby establish in favor so without unreasonably interfering with Purchaser’s operations, and Purchaser shall, and shall cause its Representatives to, cooperate with Seller, including by timely filing any required documents with the appropriate Governmental Entities, providing access to and use of and reserve unto Glass Housethe subject site, its employees, agentsdocuments and on-site structures, customers infrastructure and inviteesutility services (including electricity, a non-exclusive easement for the ingress underground piping or wastewater or sewer systems) and/or utilities as necessary to perform any required Remedial Action, including access to install, maintain, replace and egress and passage of pedestrians and motor vehicles (“Access Easement”) into, out of, on, over and across those areas depicted as Private Driveway A, Private Driveway B and Private Driveway C (collectively, “Access Easement Areas”) on that certain Site Plan of the Village Parcels attached hereto as Exhibit “I” and by this reference hereby incorporated herein, so that such Access Easement Areas may be used by the Glass House Parcels and Glass House and its employees, agents, customers and invitees for access to, from and between the Glass House Parcels and the public rights-of-way of operate ▇▇▇▇▇ ▇▇▇▇▇▇ Parkway and Palm Parkway, consistent remove impacted soil and/or groundwater pursuant to an Access Easement and by otherwise complying with the Project PlanAccess Easement; provided, that Seller shall promptly reimburse Purchaser or its Subsidiaries, as applicable, for all out-of- pocket costs reasonably incurred in common connection with such cooperation, access and services. To the extent allowed under any Environmental Law, Seller shall execute, record, obtain and maintain in good standing any authorization, permit or “generator number” as may be necessary for the proper storage, transportation and/or off-site disposal of any Hazardous Material generated in the course of the Remedial Action; provided, however, to the extent Purchaser is required under Environmental Law to do any of the foregoing, then Purchaser shall do so. Purchaser shall sign or cause to be signed and record or caused to be recorded any deed or other recordable real property instrument reasonably requested by Seller and reasonably acceptable to Purchaser in form and content which is necessary to permit the use of site specific corrective action remedies or remedies based on exposure controls as part of such Access Easement Areas by the Village Entities and their employeesRemedial Action; provided, agents, customers and invitees. All street lights, driveways, service lanes and sidewalks constructed upon, and any landscaping and irrigation installed within, the Access Easement Areas shall hereinafter be referred to collectively as the “Access Facilities”. The Access Easement shall include the right in favor of Glass House to (i) enter upon the Access Easement Areas, at Glass House’s sole cost and expense, in order to construct or otherwise install the Access Facilities, not already constructed or under construction by the Owner of the Village Parcel upon which such Access Facilities are to be locatedhowever, that are necessary for pedestrian or vehicular access to the Glass House Parcel(s), (ii) enter upon the Access Easement Areas in order to maintain, repair or replace the Access Facilities as permitted by this REA and (iii) to temporarily enter upon portions of the Village Parcels immediately adjacent to the Access Easement Areas to the extent reasonably necessary for Glass House to fully enjoy the Access Easement. In utilizing such easements for installation or maintenance work from time to time Glass House shall be obligated to give the Owner of the affected portion of the Village Parcels at least ten (10) days prior notice of its intentions to enter upon the affected portion for purposes of exercising this easement right, except in emergency situations in connection with which Glass House shall be obligated to provide only such advance notice as is reasonably practicable under such emergency conditions, and it shall also restore the Village Parcels to the condition existing prior to such work and such work shall be done at such times so as instrument does not to unreasonably interfere with the operation of the Terminal as conducted as of the Closing Date or preclude the construction of future improvements at the Terminal without Purchaser’s written approval, which shall not be unreasonably withheld. Purchaser agrees not to use the groundwater under any Terminal if such restriction is necessary to permit the use of any site specific corrective action remedies or remedies based on exposure controls as part of the Village Parcelssuch Remedial Action.