Common use of Acquisition Payments Not Subject to Reduction, Offset or Other Credits Clause in Contracts

Acquisition Payments Not Subject to Reduction, Offset or Other Credits. (a) The County and the Corporation intend that this Facilities Agreement shall yield on a net basis the Base Payments specified in Section 4.1 hereof during the duration of this Facilities Agreement, and that all costs, expenses, liabilities and obligations of any kind and nature whatsoever including, without limitation, any ad valorem taxes or other taxes levied against owners of real or personal property, insurance premiums, utility charges, fees and expenses of the Consultant, and assessments and all operation, maintenance, repair and upkeep expenses relating to the Project Facilities and Real Property and the use of the Project Facilities and Real Property which do not constitute Base Payments, or other obligations relating to the Project Facilities and Real Property which may arise or become due during the term of this Facilities Agreement and which the Corporation except for this Facilities Agreement or the provisions of the Sub-Base Lease would ordinarily be required to pay as owner of the Project Facilities and Real Property (regardless of whether the County as owner would be so required to pay) shall either be paid under the provisions of the Sub-Base Lease or be included in the Acquisition Payments and paid by the County as Additional Payments. The County acknowledges that, under the provisions of the Sub- Base Lease, it has retained sole responsibility for the payment of taxes and insurance on the Real Property and the Project Facilities and the property associated therewith and the obligations of the County under the Sub-Base Lease are not subject to the limitations of Section 4.6 hereof, except as provided in Section 4.1(b) of the Sub-Base Lease. (b) All payments of Additional Payments referred to in Section 4.2(a) above shall be made by the County in immediately available funds on a timely basis directly to the person or entity to which such payments are owed; provided, however, subject to the terms of the Security Documents, that the County shall not be required to pay, discharge or remove any tax, lien, or assessment or any mechanic’s, laborer’s or materialman’s lien or encumbrance, or any other imposition or charge against the Real Property or the Project Facilities or any part thereof, or comply with any law, ordinance, order, rule, regulation or requirement, as long as the County shall, after written notice to the Corporation and the Trustee, at the County’s expense, contest the same or the validity thereof in good faith, by action or inaction which shall operate to prevent the collection of the tax, lien, assessment, encumbrance, imposition or charge so contested, or the enforcement of such law, ordinance, order, rule, regulation or requirement, as the case may be, and the sale of the Real Property or the Project Facilities or any part thereof to satisfy the same or to enforce such compliance; provided further, that the County shall have given reasonable security as may be demanded by the Corporation to insure such payment and prevent any sale or forfeiture of the Real Property or the Project Facilities or any part thereof by reason of such nonpayment or noncompliance.

Acquisition Payments Not Subject to Reduction, Offset or Other Credits. (a) The County and the Corporation intend that this Facilities Agreement shall yield on a net basis the Base Payments specified in Section 4.1 hereof during the duration of this Facilities Agreement, and that all costs, expenses, liabilities and obligations of any kind and nature whatsoever including, without limitation, any ad valorem taxes or other taxes levied against owners of real or personal property, insurance premiums, utility charges, fees and expenses of the Consultant, and assessments and all operation, maintenance, repair and upkeep expenses relating to the Project Facilities and Real Property and the use of the Project Facilities and Real Property which do not constitute Base Payments, or other obligations relating to the Project Facilities and Real Property which may arise or become due during the term of this Facilities Agreement and which the Corporation except for this Facilities Agreement or the provisions of the Sub-Base Lease would ordinarily be required to pay as owner of the Project Facilities and Real Property (regardless of whether the County as owner would be so required to pay) shall either be paid under the provisions of the Sub-Base Lease or be included in the Acquisition Payments and paid by the County as Additional Payments. The County acknowledges that, under the provisions of the Sub- Base Lease, it has retained sole responsibility for the payment of taxes and insurance on the Real Property and the Project Facilities and the property associated therewith and the obligations of the County under the Sub-Base Lease are not subject to the limitations of Section 4.6 hereof, except as provided in Section 4.1(b) of the Sub-Base Lease. (b) All payments of Additional Payments referred to in Section 4.2(a) above shall be made by the County in immediately available funds on a timely basis directly to the person or entity to which such payments are owed; provided, however, subject to the terms of the Security Documents, that the County shall not be required to pay, discharge or remove any tax, lien, or assessment or any mechanic’s, laborer’s or materialman’s lien or encumbrance, or any other imposition or charge against the Real Property or the Project Facilities or any part thereof, or comply with any law, ordinance, order, rule, regulation or requirement, as long as the County shall, after written notice to the Corporation and the Trustee, at the County’s expense, contest the same or the validity thereof in good faith, by action or inaction which shall operate to prevent the collection of the tax, lien, assessment, encumbrance, imposition or charge so contested, or the enforcement of such law, ordinance, order, rule, regulation or requirement, as the case may be, and the sale of the Real Property or the Project Facilities or any part thereof to satisfy the same or to enforce such compliance; provided further, that the County shall have given reasonable security as may be demanded by the Corporation to insure such payment and prevent any sale or forfeiture of the Real Property or the Project Facilities or any part thereof by reason of such nonpayment or noncompliance.

Acquisition Payments Not Subject to Reduction, Offset or Other Credits. (a) The County and the Corporation intend that this Facilities Agreement shall yield on a net basis the Base Payments specified in Section 4.1 hereof during the duration of this Facilities Agreement, and that all costs, expenses, liabilities and obligations of any kind and nature whatsoever including, without limitation, any ad valorem taxes or other taxes levied against owners of real or personal property, insurance premiums, utility charges, fees and expenses of the Consultant, and assessments and all operation, maintenance, repair and upkeep expenses relating to the Project Facilities and Project Facilities Real Property and the use of the Project Facilities and Project Facilities Real Property which do not constitute Base Payments, or other obligations relating to the Project Facilities and Project Facilities Real Property which may arise or become due during the term of this Facilities Agreement and which the Corporation except for this Facilities Agreement or the provisions of the Sub-Base Lease would ordinarily be required to pay as owner of the Project Facilities and Project Facilities Real Property (regardless of whether the County as owner would be so required to pay) shall either be paid under the provisions of the Sub-Base Lease or be included in the Acquisition Payments and paid by the County as Additional Payments. The County acknowledges that, under the provisions of the Sub- Base Lease, it has retained sole responsibility for the payment of taxes and insurance on the Project Facilities Real Property and the Project Facilities and the property associated therewith and the obligations of the County under the Sub-Base Lease are not subject to the limitations of Section 4.6 hereof, except as provided in Section 4.1(b) of the Sub-Base Lease. (b) All payments of Additional Payments referred to in Section 4.2(a) above shall be made by the County in immediately available funds on a timely basis directly to the person or entity to which such payments are owed; provided, however, subject to the terms of the Security Documents, that the County shall not be required to pay, discharge or remove any tax, lien, or assessment or any mechanic’s, laborer’s or materialman’s lien or encumbrance, or any other imposition or charge against the Project Facilities Real Property or the Project Facilities or any part thereof, or comply with any law, ordinance, order, rule, regulation or requirement, as long as the County shall, after written notice to the Corporation and the Trustee, at the County’s expense, contest the same or the validity thereof in good faith, by action or inaction which shall operate to prevent the collection of the tax, lien, assessment, encumbrance, imposition or charge so contested, or the enforcement of such law, ordinance, order, rule, regulation or requirement, as the case may be, and the sale of the Project Facilities Real Property or the Project Facilities or any part thereof to satisfy the same or to enforce such compliance; provided further, that the County shall have given reasonable security as may be demanded by the Corporation Corporation, the Trustee, or both, to insure such payment and prevent any sale or forfeiture of the Project Facilities Real Property or the Project Facilities or any part thereof by reason of such nonpayment or noncompliance. (c) To the extent permitted by law, the County hereby agrees to indemnify, defend and hold the Corporation harmless from the payment of Additional Payments which may be deemed the obligation of the Corporation by such third party suppliers.

Acquisition Payments Not Subject to Reduction, Offset or Other Credits. (a) The County City and the Corporation intend that this Facilities Agreement shall yield yield, on a net basis basis, the Base Payments specified in Section 4.1 hereof during the duration term of this Facilities Agreement, and that all costs, expenses, liabilities liabilities, and obligations of any kind and nature whatsoever including, without limitation, any ad valorem taxes or other taxes levied against owners of real or personal property, insurance premiums, utility charges, fees and expenses of the Consultant, and assessments and all operation, maintenance, repair repair, and upkeep expenses relating to the Project New Facilities and the New Facilities Real Property and the use of the Project New Facilities and the New Facilities Real Property which do not constitute Base Payments, or other obligations relating to the Project New Facilities and Real Property which may arise or become due during the term of this Facilities Agreement Agreement, and which the Corporation except for this Facilities Agreement or the provisions of the Sub-Base Lease would ordinarily be required to pay as owner of the Project New Facilities and the New Facilities Real Property (regardless of whether the County City as owner would be so required to pay) shall either be paid under the provisions of the Sub-Base Lease or be included in the Acquisition Payments and paid by the County City as Additional Payments. The County City acknowledges that, under the provisions of the Sub- Base Lease, it has retained sole responsibility for the payment payments of taxes and insurance on the New Facilities Real Property and the Project New Facilities and the property associated therewith and the obligations of the County City under the Sub-Base Lease are not subject to the limitations of Section 4.6 hereof, except as provided in Section 4.1(b) of the Sub-Base Lease. (b) All payments of Additional Payments referred to in Section 4.2(a) above shall be made by the County City in immediately available funds on a timely basis directly to the person or entity to which such payments are owed; provided, however, subject to the terms of the Security Documents, that the County City shall not be required to pay, discharge discharge, or remove any tax, lien, or assessment assessment, or any mechanic’s, laborer’s ’s, or materialman’s lien or encumbrance, or any other imposition or charge against the New Facilities Real Property or and the Project New Facilities or any part thereof, or comply with any law, ordinance, order, rule, regulation regulation, or requirement, as long as the County City shall, after prior written notice to the Corporation and the TrusteeLender, at the CountyCity’s expense, contest the same or the validity thereof in good faith, by action or inaction which shall operate to prevent the collection of the tax, lien, assessment, encumbrance, imposition imposition, or charge so contested, or the enforcement of such law, ordinance, order, rule, regulation regulation, or requirement, as the case may be, and the sale of the New Facilities Real Property or and the Project New Facilities or any part thereof to satisfy the same or to enforce such compliance; provided further, that the County City shall have given reasonable security as may be demanded by the Corporation Corporation, the Lender, or both, to insure such payment and prevent any sale or forfeiture of the Real Property or the Project Facilities or any part thereof by reason of such nonpayment or noncompliance. (c) To the extent permitted by law, the City hereby agrees to indemnify, defend, and hold the Corporation harmless from the payments of Additional Rent which may be deemed the obligation of the Corporation by such third party suppliers.

Acquisition Payments Not Subject to Reduction, Offset or Other Credits. (a) The County City and the Corporation intend that this Facilities Agreement shall yield on a net basis the Base Payments specified in Section 4.1 hereof during the duration of this Facilities Agreement, and that all costs, expenses, liabilities and obligations of any kind and nature whatsoever including, without limitation, any ad valorem taxes or other taxes levied against owners of real or personal property, insurance premiums, utility charges, fees and expenses of the Consultant, and assessments and all operation, maintenance, repair and upkeep expenses relating to the Project Facilities and Real Property and the use of the Project Facilities and Real Property which do not constitute Base Payments, or other obligations relating to the Project Facilities and Real Property which may arise or become due during the term of this Facilities Agreement and which the Corporation except for this Facilities Agreement or the provisions of the Sub-Base Lease would ordinarily be required to pay as owner of the Project Facilities and Real Property (regardless of whether the County City as owner would be so required to pay) shall either be paid under the provisions of the Sub-Base Lease or be included in the Acquisition Payments and paid by the County City as Additional Payments. The County City acknowledges that, under the provisions of the Sub- Base Lease, it has retained sole responsibility for the payment of taxes and insurance on the Real Property and the Project Facilities and the property associated therewith and the obligations of the County City under the Sub-Base Lease are not subject to the limitations of Section 4.6 hereof, except as provided in Section 4.1(b) of the Sub-Base Lease. (b) All payments of Additional Payments referred to in Section 4.2(a) above shall be made by the County City in immediately available funds on a timely basis directly to the person or entity to which such payments are owed; provided, however, subject to the terms of the Security Documents, that the County City shall not be required to pay, discharge or remove any tax, lien, or assessment or any mechanic’s, laborer’s or materialman’s lien or encumbrance, or any other imposition or charge against the Real Property or the Project Facilities or any part thereof, or comply with any law, ordinance, order, rule, regulation or requirement, as long as the County City shall, after written notice to the Corporation and the TrusteePurchaser, at the CountyCity’s expense, contest the same or the validity thereof in good faith, by action or inaction which shall operate to prevent the collection of the tax, lien, assessment, encumbrance, imposition or charge so contested, or the enforcement of such law, ordinance, order, rule, regulation or requirement, as the case may be, and the sale of the Real Property or the Project Facilities or any part thereof to satisfy the same or to enforce such compliance; provided further, that the County City shall have given reasonable security as may be demanded by the Corporation Corporation, the Purchaser, or both, to insure such payment and prevent any sale or forfeiture of the Real Property or the Project Facilities or any part thereof by reason of such nonpayment or noncompliance. (c) To the extent permitted by law, the City hereby agrees to defend and hold the Corporation harmless from the payment of Additional Payments which may be deemed the obligation of the Corporation by such third party suppliers.