Common use of Agreement to Make Payments Clause in Contracts

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in Section

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 2023 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes as provided below. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 2021 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. Notwithstanding the foregoing, the right of the Company to institute a grievance with respect to Real Estate Taxes shall be strictly limited by the terms of this Agreement; and any grievance the Company institutes shall only cause an adjustment in the Special District Charges (as defined in Section 2.1) and the Company shall have the right to any refunds related to grievances involving Special Charges. Except as set forth herein, the Tax Payments as set forth in Schedule A shall not be contested, grieved, or refuted during and for the term of this Agreement and the Company shall not seek a refund of any taxes paid or to be paid.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 2024 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed directed, in writing, by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes as provided below. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Provided that the Company shall receive the full exemption from Real Estate Taxes contemplated by this Agreement, the Company shall pay to the Agency, on September December 1 (“Payment Date”) of each year beginning on September December 1, 2022 2018 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “"Tax Payments”") for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx XxxxxxXxxxxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 000000000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. In the event that any Payment Date falls on a day other than a "Business Day" (which shall mean all calendar days from Monday through Friday, excluding national holidays), then the Payment shall not be due until the next following Business Day. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. Any grievance the Company institutes shall only cause an adjustment in the Special Charges (as defined in Section 2.1) and the Company shall have the right to any refunds related to grievances involving Special Charges.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. Notwithstanding the foregoing, the right of the Company to institute a grievance with respect to Real Estate Taxes shall be strictly limited by the terms of this Agreement; and any grievance the Company institutes shall only cause an adjustment in the Special District Charges (as defined in Section 2.1) and the Company shall have the right to any refunds related to grievances involving Special Charges. Except as set forth herein, the Tax Payments as set forth in Schedule A shall not be contested, grieved, or refuted during and for the term of this Agreement and the Company shall not seek a refund of any taxes paid or to be paid.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Provided that the Company shall receive the full exemption from Real Estate Taxes contemplated by this Agreement, the Company shall pay to the Agency, on September December 1 (“Payment Date”) of each year beginning on September December 1, 2022 2019 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “"Tax Payments”") for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director)Agency, 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. In the event that any Payment Date falls on a day other than a "Business Day" (which shall mean all calendar days from Monday through Friday, excluding national holidays), then the Payment shall not be due until the next following Business Day. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. Any grievance the Company institutes shall only cause an adjustment in the Special Charges (as defined in Section 2.1) and the Company shall have the right to any refunds related to grievances involving Special Charges.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September December 1 (“Payment Date”) of each year beginning on September December 1, 2022 2019 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “"Tax Payments”") for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), at 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000Xxxx, or xx as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to timetime at: 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The parties hereto acknowledge that the Company shall have all of the rights and remedies of a taxpayer, including the right to institute a grievance with respect to Real Estate Taxes. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. Any grievance the Company institutes shall only cause an adjustment in the Special Charges (as defined in Section 2.1) and the Company shall have the right to any refunds related to grievances involving Special Charges.

Agreement to Make Payments. The parties agree and acknowledge that payments made under this Agreement are for purposes of obtaining revenues for public purposes, and to provide a revenue source that the Affected Tax Jurisdictions would otherwise lose because the subject parcels are exempt from the payment of real property taxes pursuant to Section 412-a of the Real Property Tax Law and Section 874 of the General Municipal Law. The Company shall pay to the Agency, on September 1 (“Payment Date”) of each year beginning on September 1, 2022 2023 (for the benefit of the Affected Tax Jurisdictions), as an in lieu of tax payment, an amount equal to the Tax Payments as set forth on Schedule A (the “Tax Payments”) for the periods described in Section 1.3. The Agency acknowledges that the Company may not be in a position to calculate the Tax Payment then due on or before the Payment Date of each year. Therefore, notwithstanding any provision to the contrary, the Company shall submit, at a minimum, the amount set forth in the “Net Annual Amounts Payable” on Schedule A (the “Net Annual Amounts Payable”), each Payment Date (for the benefit of the Affected Tax Jurisdictions). In the event that the Tax Payment is more than the Net Annual Amounts Payable, the Company shall pay the difference between the Tax Payment and Net Annual Amounts Payable upon demand on or before April 1 of each year. For example, in Tax Agreement Year 11 (City 2032-2033, County 2033), the Net Annual Amounts Payable is $233,804. The Company shall pay to the Agency $233,804 on or before September 1, 2032. In the event the Tax Payment for Tax Agreement Year 11 is $250,000, the Company shall pay to the Agency the difference, or $16,196 on or before April 1, 2033. All Tax Payments shall be mailed to the Agency at: City of Yonkers Industrial Development Agency (Attn: Executive Director), 000 Xxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxx, Xxx Xxxx 00000, or as otherwise directed by the Agency. The Company hereby agrees to make all such Tax Payments without further notice or invoice from the Agency or the Affected Tax Jurisdictions. All checks shall be made payable as directed by the Agency from time to time. (i) The Company hereby waives any and all rights it may have to any refund of prior tax payments or real estate taxes for the periods prior to the periods described in Section 1.3. (ii) The Agency and the Company intend to establish a fixed payment schedule of Tax Payments that are in lieu of real estate taxes with respect to the Facility that, absent a default by the Company or a change in law, shall provide tax certainty for the Company and revenue certainty for the Affected Tax Jurisdictions. The Company hereby agrees for the benefit of the Affected Tax Jurisdictions to not seek a refund of any tax payments or real estate taxes paid or to be paid for periods prior to the periods described in SectionSection 1.3. The right of the Company to institute a grievance with respect to Real Estate Taxes shall be strictly limited by the terms of this Agreement; and, except as otherwise provided in Section 4.1, the Company shall only be entitled to institute a grievance which would cause an adjustment of the Special Charges (as defined in Section 2.1) and the Company shall be limited to the right to refunds related to grievances involving Special Charges. Except as otherwise provided in Section 4.1, the Tax Payments shall not be contested, grieved or refuted during and for the term of this Agreement and the Company shall not seek a refund of any Tax Payments or taxes paid or to be paid.