Common use of Commensurate Benefits Clause in Contracts

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or this Agreement or the Multi-County Park Agreement or agreements similar in nature to this Agreement or the Multi-County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOT, and agrees, if requested, and at the expense of the Company, to enter into a lease purchase agreement, subject to the provisions set forth below, with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 44-160, Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate with, but not in excess of, those intended under this Agreement as then permitted by law, including without limitation any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by law. The Company acknowledges, if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides the Company and each other Sponsor or Sponsor Affiliate must transfer its respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such lease purchase agreement, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, the Company or any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or this Agreement or Agreement, the Multi-County Park Agreement Agreement, or agreements similar in nature to this Agreement or the Multi-Multi- County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOT, FILOT and the Special Source Credits and agrees, if requested, and at the expense of requested by the Company, to enter into a lease purchase agreement, subject to the provisions set forth below, agreement with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-160, 00-000 of the Negotiated FILOT Act and Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or and to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, but not limited to, the Negotiated FILOT and Special Source Credits. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate with, but not in excess of, those intended under this Agreement including, but not limited to, the Special Source Credits, as then permitted by law, including without limitation including, but not limited to, any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by law. The Company acknowledges, if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides that the Company and each other Sponsor or Sponsor Affiliate must transfer its their respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 one hundred eighty (180) days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such lease purchase agreement, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree agrees to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, each of the Company or and any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Negotiated FILOT Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Negotiated FILOT Act is unconstitutional or this Agreement or the Multi-County Park Agreement or agreements similar in nature to this Agreement or the Multi-County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOT, and agrees, if requested, and at the expense of requested by the Company, and to enter into a lease purchase agreement, subject to the provisions set forth below, agreement with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-160, 00-000 of the Negotiated FILOT Act and Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or and to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate withincluding, but not in excess oflimited to, those intended under this Agreement as then permitted by law, including without limitation any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by lawNegotiated FILOT. The Company acknowledges, if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is is‌ unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides that the Company and each other Sponsor or Sponsor Affiliate must transfer its their respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 one hundred eighty (180) days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such any lease purchase agreement, as referred above, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree agrees to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, each of the Company or and any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project from the County for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company Companies and each other Sponsor or Sponsor Affiliate Co-Investor the benefits specified in this Article III in consideration of the Company’s Companies’ decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Act is is, in whole or in part, unconstitutional or this Agreement or Agreement, the Multi-County Park Agreement Agreement, or agreements similar in nature to this Agreement or the Multi-Multi- County Park Agreement are invalid or unenforceable in any material respect, or should the Company Companies determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then then, at the request of the CompanyCompanies, the County agrees to use its best efforts efforts, and to take such other steps as may be necessary, to extend to the Company Companies and each other Sponsor or Sponsor Affiliate Co-Investor the intended benefits of this Agreement, including, without limitationbut not limited to, the Negotiated FILOT, FILOT and the Special Source Credits and agrees, if requested, and at the expense of the requested by any Company, to enter into a lease purchase agreement, subject to the provisions set forth below, agreement with the such Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-160, 00-000 of the Negotiated FILOT Act and Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company Companies and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company Companies and each other Sponsor or Sponsor Affiliate Co-Investor benefits commensurate with, but not in excess of, those intended under this Agreement Agreement, including, but not limited to, the Special Source Credits, as then permitted by law, including including, without limitation limitation, any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by law. The Company acknowledges, Companies acknowledges that if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides the that each Company and each other Sponsor or Sponsor Affiliate must transfer its their respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 one hundred eighty (180) days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In any such lease purchase agreementagreement referenced above, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the transferring Company or any other Sponsor or Sponsor Affiliate, as the case may be, agrees to lease the Project to such Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, the each such Company or and any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project from the County for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or this Agreement or the Multi-County Park Agreement or agreements similar in nature to this Agreement or the Multi-County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine that there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOT, Agreement and agrees, if requested, and at the expense of the Company, to enter into a lease purchase agreement, subject to the provisions set forth below, with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-16000-000 of the Negotiated FILOT Act, Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate with, but not in excess of, those intended under this Agreement as then permitted by law, including without limitation any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by law. The Company acknowledgesacknowledges that, if a court of competent jurisdiction holds that all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides the Company and each other Sponsor or Sponsor Affiliate must may transfer its respective portion of the Negotiated FILOT Property to the County pursuant to lease-lease- purchase arrangements within 180 days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such lease purchase agreement, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, the Company or any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Negotiated FILOT Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Negotiated FILOT Act is unconstitutional or this Agreement or the Multi-County Park Agreement or agreements similar in nature to this Agreement or the Multi-County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOT, and agrees, if requested, and at the expense of requested by the Company, and to enter into a lease purchase agreement, subject to the provisions set forth below, agreement with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-160, 00-000 of the Negotiated FILOT Act and Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or and to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate withincluding, but not in excess oflimited to, those intended under this Agreement as then permitted by law, including without limitation any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by lawNegotiated FILOT. The Company acknowledges, if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides that the Company and each other Sponsor or Sponsor Affiliate must transfer its their respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 one hundred eighty (180) days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such any lease purchase agreement, as referred above, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree agrees to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, each of the Company or and any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project from the County for Ten Dollars ($10.00).

Commensurate Benefits. The parties acknowledge the intent of this Agreement, in part, is to afford the Company and each other Sponsor or Sponsor Affiliate the benefits specified in this Article III in consideration of the Company’s decision to locate the Expansion Project within the County, and this Agreement has been entered into in reliance upon the enactment of the Act and the County’s compliance with the requirements thereof. In the event that a court of competent jurisdiction holds that the Act is unconstitutional or this Agreement or the Multi-County Park Agreement or agreements similar in nature to this Agreement or the Multi-County Park Agreement are invalid or unenforceable in any material respect, or should the Company determine there is a reasonable doubt as to the validity or enforceability of this Agreement or the Multi-County Park Agreement in any material respect, then at the request of the Company, the County agrees to use its best efforts to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement, including, without limitation, the Negotiated FILOTFILOT and the Special Source Credits, and agrees, if requested, and at the expense of the Company, to enter into a lease purchase agreement, subject to the provisions set forth below, with the Company and each other Sponsor or Sponsor Affiliate pursuant to Section 12- 4400-16000-000, Title 4, Chapter 29 or Title 4, Chapter 12 of the Code, as applicable, or to take such other steps as may be appropriate to extend to the Company and each other Sponsor or Sponsor Affiliate the intended benefits of this Agreement. In furtherance of this covenant, the County also agrees that, in the event that, for any reason, the Multi-County Park is declared by a court of competent jurisdiction to be invalid or unenforceable in whole or in part, the Company and the County express their intentions that tax or FILOT payments be reformed so as to best afford the Company and each other Sponsor or Sponsor Affiliate benefits commensurate with, but not in excess of, those intended under this Agreement as then permitted by law, including without limitation any benefits afforded under Title 12, Chapter 6, Title 4, Chapter 1 and Title 4, Chapter 29 of the Code, as applicable, to the extent allowed by law. The Company acknowledges, if a court of competent jurisdiction holds all or part of the Negotiated FILOT Act is unconstitutional or otherwise illegal, the Negotiated FILOT Act currently provides the Company and each other Sponsor or Sponsor Affiliate must transfer its respective portion of the Negotiated FILOT Property to the County pursuant to lease-purchase arrangements within 180 days following such determination in order for the Negotiated FILOT benefits to continue to apply to such property. In such lease purchase agreement, the County, upon the conveyance of title to the Expansion Project to the County at the expense of the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, shall agree to lease the Expansion Project to the Company or any such other Sponsor or Sponsor Affiliate, as the case may be, upon terms and conditions mutually agreeable to the County and the Company, including without limitation any environmental representations and indemnification covenants of the Company reasonably requested by the County; provided, that any such conveyance and lease shall be subject to receipt by the County of evidence reasonably satisfactory to the County that no environmental contamination exists with respect to the property to be conveyed and leased. At the end of the term of any such lease purchase agreement, and upon payment of all outstanding obligations incurred under such lease purchase agreement, the Company or any such other Sponsor or Sponsor Affiliate shall have the option to purchase its respective portion of the Expansion Project for Ten Dollars ($10.00).