Common use of Trail Use Clause in Contracts

Trail Use. If the STB imposes Notice of Intended Trail Use, (“▇▇▇▇”), conditions on the Premises, the following shall constitute the Interim Trail Use Agreement: 21.1 By Decision and Notice of Interim Trail Use or Abandonment served , in STB Docket No. (Sub.-No. ), the Surface Transportation Board ("STB") imposed a 180-day period for Buyer to negotiate an interim trail use/rail banking agreement with Seller for the Premises. 21.2 Buyer agrees that upon acceptance of a quitclaim deed conveying the Premises to Buyer pursuant to the STB's aforementioned order, Buyer or its designee or assignee shall assume full responsibility for management of the Premises; Buyer shall be responsible for any and all taxes that may be levied or assessed against the Premises after Closing; and Buyer shall assume full responsibility for and will indemnify, to the extent permitted by Georgia law, if any, Seller against any potential legal liability arising out of transfer or use of the Premises pursuant to this Agreement. The provisions of this paragraph shall survive the Closing or termination of this Agreement. 21.3 Buyer acknowledges that the Premises remains subject to the jurisdiction of the STB for purposes of reactivating rail service. As an inducement to Buyer to enter into this Agreement, and in the event action is taken to reactivate rail service on the Premises , Seller agrees to compensate Buyer, or assist ▇▇▇▇▇ as follows: A. ) In the event the STB, or any other entity of the United States Government compels Seller, its successors or assigns, to reactivate rail service on the Premises, or in the event Seller, its successors or assigns, voluntarily takes steps to reactivate rail service on the Premises by seeking to vacate the Notice of Interim Trail Use (the “▇▇▇▇”), and if the STB approves the vacation of the ▇▇▇▇ and reactivation of rail service requiring conveyance of the Premises by the Interim Trail Manager to the Seller, then, in such event, Seller, its successors or assigns, shall pay to the Interim Trail Manager at the time of reactivation a sum equivalent to the Purchase Price as adjusted by the same percentage of increase reflected in the "Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) (1982-84=100) specified for All Items - United States compiled by the Bureau of Labor Statistics of the United States Department of Labor" ("CPI"). The amount to be paid by Seller to the Interim Trail Manager shall be calculated in accordance with the following: (Current Price Index*/Base Price Index**) X Purchase Price = Amount paid to Interim Trail Manager In the event the CPI is converted to a different standard reference base or otherwise revised or changed, the calculation of the adjustment shall be made with the use of such conversion factor, formula or table for converting the CPI as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as reasonably determined by Seller and the Interim Trail Manager. In the event that rail service is reactivated and reimbursement is required by Seller as set out herein, Buyer shall re- convey the Premises together with all improvements located thereon to Seller B. ) In the event a party other than Seller, its successors or assigns, seeks to reactivate rail service by petitioning the STB to vacate the ▇▇▇▇, and the STB in consideration of its decision to reactivate requires a letter of concurrence to be provided by Seller, its successors or assigns, supporting the vacation of the ▇▇▇▇ and reactivation of rail service by such third party, then Seller, its successors or assigns, covenants and agrees that it shall withhold such letter of concurrence until it has received a letter from the Interim Trail Manager stating the Interim Trail Manager’s support for reactivation of rail service and vacation of the ▇▇▇▇, and that the Interim Trail Manager has reached a satisfactory agreement with such third party petitioning for reactivation of rail service for the depreciated value of trail related improvements and compensation for transfer and conveyance of the Premises, provided that such compensation shall not be greater than the fair market value of the Premises at that time. 21.4 This Agreement shall be deemed to be the interim trail use agreement between Buyer and Seller for purposes of 16 U.S.C. 1247(d) and all STB orders relating to same pertaining to the Premises. 21.5 The provisions of this paragraph shall survive Closing, termination of this Agreement and/or acceptance of the deed by ▇▇▇▇▇.

Trail Use. If the STB imposes Notice of Intended Trail Use, (“▇▇▇▇”), conditions on the Premises, the following shall constitute the Interim Trail Use Agreement: 21.1 By Decision and Notice of Interim Trail Use or Abandonment served , in STB Docket No. (Sub.-No. ), the Surface Transportation Board ("STB") imposed a 180-day period for Buyer to negotiate an interim trail use/rail banking agreement with Seller for the Premises. 21.2 Buyer agrees that upon acceptance of a quitclaim deed conveying the Premises to Buyer pursuant to the STB's aforementioned order, Buyer or its designee or assignee shall assume full responsibility for management of the Premises; Buyer shall be responsible for any and all taxes that may be levied or assessed against the Premises after Closing; and Buyer shall assume full responsibility for and will indemnify, to the extent permitted by Georgia law, if any, indemnify Seller against any potential legal liability arising out of transfer or use of the Premises pursuant to this Agreement. The provisions of this paragraph shall survive the Closing or termination of this Agreement. 21.3 Buyer acknowledges that the Premises remains subject to the jurisdiction of the STB for purposes of reactivating rail service. As an inducement to Buyer to enter into this Agreement, and in the event action is taken to reactivate rail service on the Premises , Seller agrees to compensate Buyer, or assist ▇▇▇▇▇ as follows: A. ) In the event the STB, or any other entity of the United States Government compels Seller, its successors or assigns, to reactivate rail service on the Premises, or in the event Seller, its successors or assigns, voluntarily takes steps to reactivate rail service on the Premises by seeking to vacate the Notice of Interim Trail Use (the “▇▇▇▇”), and if the STB approves the vacation of the ▇▇▇▇ and reactivation of rail service requiring conveyance of the Premises by the Interim Trail Manager to the Seller, then, in such event, Seller, its successors or assigns, shall pay to the Interim Trail Manager at the time of reactivation a sum equivalent to the Purchase Price as adjusted by the same percentage of increase reflected in the "Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) (1982-84=100) specified for All Items - United States compiled by the Bureau of Labor Statistics of the United States Department of Labor" ("CPI"). The amount to be paid by Seller to the Interim Trail Manager shall be calculated in accordance with the following: (Current Price Index*/Base Price Index* Effective average annual CPI for the most recent year ending prior to reactivation. **) X Purchase Price = Amount paid to Interim Trail Manager * Effective average annual CPI for the year of Closing. In the event the CPI is converted to a different standard reference base or otherwise revised or changed, the calculation of the adjustment shall be made with the use of such conversion factor, formula or table for converting the CPI as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as reasonably determined by Seller and the Interim Trail Manager. In the event that rail service is reactivated and reimbursement is required by Seller as set out herein, Buyer shall re- re-convey the Premises together with all improvements located thereon to Seller B. ) In the event a party other than Seller, its successors or assigns, seeks to reactivate rail service by petitioning the STB to vacate the ▇▇▇▇, and the STB in consideration of its decision to reactivate requires a letter of concurrence to be provided by Seller, its successors or assigns, supporting the vacation of the ▇▇▇▇ and reactivation of rail service by such third party, then Seller, its successors or assigns, covenants and agrees that it shall withhold such letter of concurrence until it has received a letter from the Interim Trail Manager stating the Interim Trail Manager’s support for reactivation of rail service and vacation of the ▇▇▇▇, and that the Interim Trail Manager has reached a satisfactory agreement with such third party petitioning for reactivation of rail service for the depreciated value of trail related improvements and compensation for transfer and conveyance of the Premises, provided that such compensation shall not be greater than the fair market value of the Premises at that time. 21.4 This Agreement shall be deemed to be the interim trail use agreement between Buyer and Seller for purposes of 16 U.S.C. 1247(d) and all STB orders relating to same pertaining to the Premises. 21.5 The provisions of this paragraph shall survive Closing, termination of this Agreement and/or acceptance of the deed by ▇▇▇▇▇.

Trail Use. If the STB imposes Notice of Intended Trail Use, (“▇▇▇▇”), conditions on the Premises, the following shall constitute the Interim Trail Use Agreement: 21.1 By Decision and Notice of Interim Trail Use or Abandonment served , in STB Docket No. (Sub.-No. ), the Surface Transportation Board ("STB") imposed a 180-day period for Buyer to negotiate an interim trail use/rail banking agreement with Seller for the Premises. 21.2 Buyer agrees that upon acceptance of a quitclaim deed conveying the Premises to Buyer pursuant to the STB's aforementioned order, Buyer or its designee or assignee shall assume full responsibility for management of the Premises; Buyer shall be responsible for any and all taxes that may be levied or assessed against the Premises after Closing; and Buyer shall assume full responsibility for and will indemnify, to the extent permitted by Georgia law, if any, indemnify Seller against any potential legal liability arising out of transfer or use of the Premises pursuant to this Agreement. The provisions of this paragraph shall survive the Closing or termination of this Agreement. 21.3 Buyer acknowledges that the Premises remains subject to the jurisdiction of the STB for purposes of reactivating rail service. As an inducement to Buyer to enter into this Agreement, and in the event action is taken to reactivate rail service on the Premises , Seller agrees to compensate Buyer, or assist ▇▇▇▇▇ Buyer as follows: A. ) In the event the STB, or any other entity of the United States Government compels Seller, its successors or assigns, to reactivate rail service on the Premises, or in the event Seller, its successors or assigns, voluntarily takes steps to reactivate rail service on the Premises by seeking to vacate the Notice of Interim Trail Use (the “▇▇▇▇”), and if the STB approves the vacation of the ▇▇▇▇ and reactivation of rail service requiring conveyance of the Premises by the Interim Trail Manager to the Seller, then, in such event, Seller, its successors or assigns, shall pay to the Interim Trail Manager at the time of reactivation a sum equivalent to the Purchase Price as adjusted by the same percentage of increase reflected in the "Consumer Price Index for Urban Wage Earners and Clerical Workers (CPI-W) (1982-84=100) specified for All Items - United States compiled by the Bureau of Labor Statistics of the United States Department of Labor" ("CPI"). The amount to be paid by Seller to the Interim Trail Manager shall be calculated in accordance with the following: (Current Price Index*/Base Price Index**) X Purchase Price = Amount paid to Interim Trail Manager In the event the CPI is converted to a different standard reference base or otherwise revised or changed, the calculation of the adjustment shall be made with the use of such conversion factor, formula or table for converting the CPI as may be published by the Bureau of Labor Statistics or, if said Bureau shall not publish the same, then as reasonably determined by Seller and the Interim Trail Manager. In the event that rail service is reactivated and reimbursement is required by Seller as set out herein, Buyer shall re- convey the Premises together with all improvements located thereon to Seller B. ) In the event a party other than Seller, its successors or assigns, seeks to reactivate rail service by petitioning the STB to vacate the ▇▇▇▇, and the STB in consideration of its decision to reactivate requires a letter of concurrence to be provided by Seller, its successors or assigns, supporting the vacation of the ▇▇▇▇ and reactivation of rail service by such third party, then Seller, its successors or assigns, covenants and agrees that it shall withhold such letter of concurrence until it has received a letter from the Interim Trail Manager stating the Interim Trail Manager’s support for reactivation of rail service and vacation of the ▇▇▇▇, and that the Interim Trail Manager has reached a satisfactory agreement with such third party petitioning for reactivation of rail service for the depreciated value of trail related improvements and compensation for transfer and conveyance of the Premises, provided that such compensation shall not be greater than the fair market value of the Premises at that time. 21.4 This Agreement shall be deemed to be the interim trail use agreement between Buyer and Seller for purposes of 16 U.S.C. 1247(d) and all STB orders relating to same pertaining to the Premises. 21.5 The provisions of this paragraph shall survive Closing, termination of this Agreement and/or acceptance of the deed by ▇▇▇▇▇Buyer.