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APPLICATION FEE: APPLICANT IS REQUIRED TO REMIT A NON-REFUNDABLE APPLICATION FEE IN THE AMOUNT OF $2,500.00 UPON SUBMISSION OF THIS APPLICATION. CONRAIL WILL NOT COMMENCE REVIEW OF THIS APPLICATION UNTIL THE APPLICATION FEE HAS BEEN PAID. IN THE EVENT THAT CONRAIL AND APPLICANT ENGAGE IN BUSINESS NEGOTIATIONS THE APPLICATION FEE SHALL NOT BE CREDITED TOWARD ANY TRANSACTION COSTS INCURRED BY CONRAIL OR APPLICANT.
NOTICE: CONRAIL SHALL HAVE NO OBLIGATION TO ACCEPT THE PROPOSED TERMS OR CONDITIONS OF ANY APPLICATION SUBMITTED BY APPLICANT, NOR IS CONRAIL OBLIGATED TO ENGAGE IN BUSINESS NEGOTIATIONS WITH APPLICANT OR PROGRESS ANY TRANSACTION CONTEMPLATED BY ANY APPLICATION SUBMISSION. CONRAIL SHALL DETERMINE WHETHER IT WILL PURSUE A TRANSACTION IN ITS SOLE DISCRETION. IN THE EVENT THAT CONRAIL AND APPLICANT ENGAGE IN BUSINESS NEGOTIATIONS, APPLICANT SHALL BE RESPONSIBLE FOR ALL FEES INCURRED BY CONRAIL AS A RESULT OF SUCH NEGOTIATIONS, INCLUDING, WITHOUT LIMITATION, INTERNAL AND EXTERNAL ATTORNEYS’ FEES AND COSTS, AND ALL INTERNAL AND EXTERNAL CONSULTANT, ENGINEERING, AND OTHER FEES (COLLECTIVELY, THE “TRANSACTION FEES”). APPLICANT SHALL REIMBURSE CONRAIL FOR ALL TRANSACTION FEES ON DEMAND WITHIN THIRTY (30) DAYS OF RECEIPT OF AN INVOICE THEREFOR. TRANSACTION FEES SHALL BE SEPARATE AND APART AND SHALL BE PAID IN ADDITION TO ANY CONSIDERATION TO BE PAID BY APPLICANT FOR ANY PROPOSED TRANSACTION.
NON-BINDING APPLICATION: THIS APPLICATION IS A STATEMENT OF INTEREST ONLY AND IS NOT INTENDED TO BE LEGALLY BINDING, AND DOES NOT CONSTITUTE A BINDING CONTRACTUAL COMMITMENT WITH RESPECT TO THE TRANSACTION CONTEMPLATED HEREBY. THE FAILURE OF APPLICANT AND CONRAIL TO REACH AGREEMENT ON THE TERMS AND CONDITIONS OF ANY PROPOSED TRANSACTION SHALL NOT BE CONSIDERED TO BE A BREACH OF ANY LEGAL DOCUMENT, CONTRACT, OR AGREEMENT. A LEGALLY BINDING OBLIGATION WITH RESPECT TO THE TRANSACTION CONTEMPLATED HEREUNDER WILL ARISE ONLY AFTER EXECUTION AND DELIVERY OF A LEASE, AGREEMENT OF SALE, OR OTHER CONTRACTUAL AGREEMENT.
