2. SR 05-14-2007 - Laserfiche WebLink

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ARTICLE VIII LIENS; EMINENT DOMAIN Section 8.01. Liens. The parties shall keep the Building and Land free and clear of any and all mechanics' and materialmen's liens for construction on or about the Building and the Land. The party responsible for the lien shall promptly and fully pay and discharge any and all claims on which any such lien mayor could be based unless the party, in good faith, disputes the appropriateness of such obligation or claim. In that event the party responsible, in good faith, may defend against such obligation or claim; however, that party shall indemnify the other against all such obligations, claims, liens, suits or other proceedings pertaining thereto and, upon request, shall provide the other party with a bond or other reasonable security for its protection covering such potential liability. Section 8.02. Effect of Total Condemnation. (a) In the event that all or substantially all of the Project (as defined in Section 8.04 hereof) is appropriated or taken under the power of eminent domain by any public or quasi-public authority, this Lease shall terminate and expire as of the date of such taking. Rents shall be paid up to said date with a proportionate refund by Lessor of any rent paid in advance and Lessee and Lessor shall thereupon be released from any liability thereafter accruing under this Lease. (b) In the event of a termination of this Lease as a result of a taking of any or all of the Project by eminent domain, Lessor shall use its best efforts to obtain an allocation of the award between the value of the Land and the Facilities. Lessor shall be entitled to (i) the amount of the award for the Land taken; (ii) the amount of the award for the Facilities taken that is required to redeem or defease the outstanding principal amount of the Bonds plus accrued interest on the Bonds; and (iii) two-thirds of any amount of the award for Facilities taken remaining after the payments required by clause (ii). Lessee shall be entitled to one-third of any amount of the award for the Facilities taken remaining after the payments required by clause (ii). Lessor and Lessee shall each have a right to contest the taking of the Project under the power of eminent domain. Notwithstanding the immediately previous sentence, Lessor shall have the exclusive right to negotiate the amount of the award for the taking, except that (I) Lessee shall have the exclusive right to negotiate the amount of the award for any Lessee Equipment and any relocation expenses, and (2) if the taking occurs after the Maturity Date, Lessee shall also have the exclusive right to negotiate the amount of the award allocated to the value of Lessee's leasehold interest in the Land and the Building pursuant to this Lease. (c) Notwithstanding anything to the contrary herein, if Lessee pays any portion of Project Costs in excess of the Maximum Bond Amount that are not reimbursed from Landfill Grant proceeds in accordance with Section 2.01(g) and (h) hereof (such payment being referred to as "Lessee's Cost Overage"), Lessor and Lessee's respective shares of interest in any condemnation award described in paragraph (b) of this Section shall be adjusted as follows. Lessee's share shall be one-third plus the Lessee's Cost Overage as a percentage of total Project Costs. Lessor's share shall be reduced commensurately. Example: if Total Project Costs are $13,000,000, and there are no Landfill Grant proceeds, Lessee's Cost Overage is $1,000,000, and such amount represents 7.7% of Total Project Cost. Lessee's adjusted share is 41.03% (33.33% plus 7.7%,), and Lessor's adjusted share is 58.97%. Section 8.03. Effect of Partial Condemnation. If less than substantially all of the Project is taken (i,e., Lessee determines that it is financially and operationally feasible to continue providing its services in the Building), then (i) Lessor shall be entitled to any award for any portion of the Land taken and two- thirds of the award for the portion of the Facilities taken; and (ii) Lessee shall be entitled to one-third of 22