Governmental Incentives Sample Clauses
The Governmental Incentives clause outlines how any financial benefits, tax credits, grants, or other incentives provided by government entities in connection with the contract will be handled between the parties. It typically specifies which party is entitled to claim or receive such incentives, the process for applying for them, and any obligations to cooperate in securing these benefits. This clause ensures clarity and prevents disputes by allocating rights and responsibilities regarding governmental incentives, thereby maximizing potential benefits and minimizing misunderstandings.
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Governmental Incentives. During the Investigation Period, Purchaser will apply for, attempt to obtain or seek new or existing governmental incentives, tax abatements, benefits, entitlements, approvals or permits related to Purchaser’s intended use of the Property, or which Purchaser otherwise deems necessary or desirable, in Purchaser’s sole discretion, in order to utilize the Property for Purchaser’s intended use (collectively, “Governmental Incentives”). Purchaser’s obligations under this Agreement to close on the purchase of the Property shall be expressly contingent on Purchaser’s receipt of all such Governmental Incentives, including, but not limited to, property tax abatements on the Property and personal property additions to the Property and other incentives from the city of Chattanooga and H▇▇▇▇▇▇▇ County, and grants, credits, and other incentives from the state of Tennessee and its Department of Economic and Community Development (“TN ECD”), and the Tennessee Valley Authority (“TVA”), all on terms satisfactory to Purchaser in its sole discretion. Seller agrees that, during the term of this Agreement, Seller will reasonably cooperate with (and will not oppose), any applications that Purchaser, at its sole expense, desires to submit to any governmental authorities in connection with obtaining any such Governmental Incentives or information in furtherance of Purchaser’s intended use of the Property. If, at any time during the Investigation Period, Purchaser determines that it cannot obtain the Governmental Incentives on terms and conditions acceptable to Purchaser, in Purchaser’s sole discretion, then Purchaser shall have the right to (i) terminate this Agreement in accordance with Section 5 below, or (ii) in addition to Purchaser’s extension rights under Section 4(a), unilaterally extend the Investigation Period until 11:59 p.m. on June 10, 2021 (“Investigation Period Extension”) upon notice to Seller (“Investigation Period Extension Notice”), said Investigation Period Extension Notice to be given to Seller prior to the expiration of the Investigation Period and to specify which of the Governmental Incentives have not been obtained.
Governmental Incentives. Tenant may receive certain economic incentives (collectively, the "Incentives") from applicable governmental entities in connection with the location of Tenant's business within the City and State in which the Premises is located, provided that there shall be no material economic harm or unreasonable impact to Landlord by virtue of any such Incentives. Landlord, at Tenant's sole expense, will use commercially reasonable efforts to assist Tenant in acquiring the Incentives and will cooperate to the extent Tenant reasonably requests in order to complete any documentation in connection with Tenant's receipt of the benefit of the Incentives, including supplying any necessary information, executing required forms, and other similar ministerial actions. In addition, if Landlord receives the benefit of any Incentives applied for and intended to be provided to Tenant, Landlord shall reasonably cooperate with Tenant, at Tenant's sole expense, to pass the benefit of such Incentives to Tenant.
Governmental Incentives. Landlord shall, at no cost to Landlord, reasonably cooperate with Tenant in Tenant's efforts to negotiate, implement and receive the benefits of an incentive package, or other grants or designations, with various governmental authorities, provided that such cooperation shall not include any modification to this Lease. Any and all fees, costs and expenses imposed by any applicable governmental authority shall be borne solely by Tenant, and Tenant shall reimburse Landlord within thirty (30) days following Landlord's demand therefor, for any and all out-of-pocket fees, costs and expenses actually incurred by Landlord in connection with Tenant's requests and Landlord's cooperation pursuant to this Paragraph 50, including, without limitation, reasonable attorney, consultant and professional fees. Notwithstanding anything to the contrary set forth in this Lease, any benefits obtained by Tenant (or on behalf of Tenant) at Tenant's sole expense from any governmental authority pursuant to this Paragraph 50 that relate solely to the Premises shall be solely for the benefit of Tenant, and to the extent that any such benefits are granted to Landlord and relate solely to the Premises, Landlord shall promptly assign (or pay) the same to Tenant.
Governmental Incentives. W-P shall use its best efforts to provide W-N with assistance in obtaining favorable treatment from federal, state or local agencies including, without limitation, favorable tax treatment and training grants.
Governmental Incentives. Tenant’s obligations under this Amendment are contingent upon Tenant obtaining such approvals and incentives in connection with its use and occupancy of the Premises and other uses permitted under this Lease as are satisfactory in form and substance to Tenant in its sole discretion (collectively, the “Approvals”), including, governmental and quasi-governmental incentives of any type received directly or indirectly from any federal, state or local unit of government. It is the intent of Landlord and Tenant that 100% of the benefit of any such Approvals inure to the benefit of Tenant; provided, however, that notwithstanding the foregoing, Landlord will have the full benefit of the Tax Abatements to the extent provided in subparagraphs 2(b) and 7(c) of the Lease as amended hereby. Unless agreed otherwise in writing by Landlord and Tenant, if Tenant does not obtain any one or more of the Approvals on or before [April 30, 2010], Tenant shall have the right, at its sole option, to terminate this Amendment by giving notice to Landlord on or before [May 31, 2010], in which event this Amendment shall be of no further force or effect, ad initio. Absent such notice, this Amendment shall remain in full force and effect.
Governmental Incentives. Landlord shall cooperate in all reasonable respects with Tenant’s efforts to obtain any available governmental and quasi-governmental benefits, incentives or entitlements; provided, that (i) such efforts shall not adversely affect the ability or eligibility of Landlord or other tenants or occupants of the Building and (ii) Tenant shall, within 30 days after receipt of each of Landlord’s invoices therefor, reimburse Landlord for the actual out-of-pocket costs incurred by Landlord in connection with such cooperation. In no event shall Landlord have any liability, nor shall Tenant’s obligations under this Lease be affected, in the event that Tenant shall not obtain any particular governmental or quasi-governmental benefits, incentives or entitlements.
Governmental Incentives. Section 3.32 of the Disclosure Letter sets forth in reasonable detail (i) each financial grant, subsidy, benefit under a Tax Agreement or other similar benefit or incentive provided by any Governmental Entity to or for the benefit of the 4917039.19 Company or any of its Subsidiaries or applicable to or affecting any of the Transferred Entities or Transferred Assets, except, in the case of Transferred Assets or Transferred Entities, to the extent such financial grant, subsidy, benefit under a Tax Agreement or other similar benefit or incentive expired or otherwise terminated with respect to such Transferred Assets or Transferred Entities on or prior to the Formation Closing Date with no potential Liability of the Company or any of its Subsidiaries with respect thereto (each, a “Governmental Incentive”), (ii) a description of any mandatory holding periods under such Governmental Incentives with respect to the shares or assets of the Company or any of its Subsidiaries, and (iii) any requirements under such Governmental Incentives relating to the type or number of personnel or activities of the Company or any of its Subsidiaries or with respect to the Transferred Assets or Transferred Entities. The Company, and each of its Subsidiaries (if applicable) is in compliance with the terms, conditions and other requirements of each Governmental Incentive in all material respects, and no Governmental Entity has notified the Company or any of its Subsidiaries of any claim, or has threatened in writing to claim, that any material breach of a Governmental Incentive has occurred. To the knowledge of the Company, the consummation of the transactions contemplated by this Agreement in and of itself will not have any adverse effect on the continued validity and effectiveness of any such Governmental Incentive.
Governmental Incentives. Paragraph 8 of the First Amendment is hereby deleted in its entirety. From and after the Effective Date, Paragraph 8 of the First Amendment will no longer have any force or effect. Landlord and Tenant acknowledge that Tenant has applied for various approvals and incentives in connection with Tenant’s use and occupancy of the Premises (collectively, the “Approvals”), including, various governmental and quasi-governmental incentives proposed to be received by Tenant directly or indirectly from federal, state or local units of government. It is the intent of Landlord and Tenant that 100% of the benefit of any such Approvals inure to the benefit of Tenant; provided, however, that notwithstanding the foregoing, Landlord will have the full benefit of any Tax Abatements to the extent provided in subparagraphs 2(b) and 7(c) of the Lease as amended hereby.
Governmental Incentives. Section 5.22 of the Disclosure Letter contains a complete description of all Incentives under the Incentive Agreements with respect to the Facility and the Business, and sets forth (including any applicable dollar amounts): (a) all Incentives under the Incentive Agreements granted to Seller or, to Seller’s Knowledge, any other Person since September 28, 2011 and (b) any Incentive Clawbacks or threats or claims with respect to Incentive Clawbacks during the period beginning on September 28, 2011 and ending on the date of this Agreement, and the reason for such Incentive Clawbacks or threats or claims thereof. There are no Contracts, Governmental Authorizations, or Governmental Orders with respect to Incentives or Incentive Clawbacks other than the Incentive Agreements and the Incentive Allocation Agreement. All information provided by Seller to any Governmental Authority in connection with any Incentives (including in any applications or subsequent reporting) was true and complete in all respects at the time when made to the Governmental Authority, and Seller has complied in all material respects with any reporting obligations in connection with the Incentives. Seller has no Knowledge of any pending or threatened Incentive Clawbacks.
Governmental Incentives. Landlord shall cooperate in all reasonable respects with Tenant’s efforts to obtain any available governmental and quasi-governmental benefits, incentives or entitlements; provided, that (i) such efforts shall not adversely affect the ability or eligibility of Landlord or other tenants or occupants of the Building and (ii) Tenant shall, within 30 days after receipt of each of Landlord’s invoices therefor, reimburse Landlord for the actual out-of-pocket costs incurred by Landlord in connection with such cooperation. In no event shall Landlord have any liability, nor, subject to clause (b) below, shall Tenant’s obligations under this Lease be affected, in the event that Tenant shall not obtain any particular governmental or quasi-governmental benefits, incentives or entitlements. Any governmental or quasi-governmental benefits, incentives or entitlements obtained, to the extent the same relate solely to Tenant and/or the Premises, shall be for the benefit of Tenant and shall be passed on to Tenant.