Common use of Reciprocal Easements Clause in Contracts

Reciprocal Easements. The Parties acknowledge and agree that the Treasure Island Property and the adjoining real property owned by Seller currently have certain shared uses (the “Shared Uses”), including without limitation certain shared uses related to the Joint Valet Garage and the Joint Employee Garage. The Parties further acknowledge and agree that it will be mutually beneficial for the existing Shared Uses to continue following the Subdivision, conveyance of the Treasure Island Property to the Company, and the Closing. To provide legal rights respecting the Shared Uses following the Closing, the Parties desire to enter into a reciprocal easement agreement (“REA”) to provide for the granting of certain reciprocal easements and to address certain related matters. The Parties hereby agree that they will each exercise their best efforts to negotiate and finalize, as soon as reasonably practicable, a mutually-agreeable REA that will set forth terms and conditions under which the Shared Uses will be memorialized under that REA between the Company and the Seller that shall run with the land and be binding on successor owners of the Treasure Island Property, the Joint Valet Parcel, the Joint Employee Real Property and the Mirage Property. The final REA will be negotiated between Seller and Purchaser and approved by each in its reasonable discretion, executed by Seller and the Company, and shall be consistent with the binding REA term sheet attached hereto and incorporated herein as Exhibit C (the “REA Term Sheet”). The final REA shall be recorded in the Official Records prior to or at Closing and concurrently with recordation of the Deed (or concurrently with the commencement of the Replacement Ground Lease if applicable), provided that in the event the final REA has not been mutually agreed upon on the Closing Date, the Parties agree that each Party shall be authorized at such time to record a memorandum of agreement, attaching thereto the REA Term Sheet, in the Official Records, and the Parties shall thereafter continue to exercise Commercially Reasonable Efforts to reach agreement on the final REA, which shall be recorded once such agreement is reached. The provisions of this Section 6.23 shall survive the Closing.