Common use of Governmental Incentives Clause in Contracts

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 Hxxxxxxx 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. During Tenant has executed two letter agreements each dated September 16, 2011 with the Investigation Period, Purchaser will apply for, attempt New Jersey Economic Development Authority (the “EDA”) relating to obtain or seek new or existing governmental incentives, tax abatements, benefits, entitlements, approvals or permits related the EDA’s approval of a Business Retention and Relocation Grant (BRRAG) and a Sales and Use Tax Exemption Program to Purchaser’s intended use incentivize Tenant to maintain its business operations in the State 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 New Jersey (collectively, the “Governmental IncentivesIncentive Package”). PurchaserIn connection with its construction of the Finish Work, Landlord agrees to reasonably cooperate with Tenant to enable Tenant to realize the maximum benefits offered to it under the Incentive Package, by (i) providing Tenant from time to time, upon request from Tenant (which shall not be made more frequently than monthly), with statements setting forth the costs of the Finish Work then incurred by Landlord, together with reasonable evidence of such costs, (ii) including in Landlord’s contract with the General Contractor for the Finish Work a requirement that the Finish Work be performed for prevailing wages as set forth in N.J.A.C 19:30-4 et seq. and pursuant to affirmative action requirements as set forth in N.J.A.C 19:30-3 et seq., and (iii) reasonably cooperating with Tenant to realize exemptions from New Jersey sales tax in connection with the procurement of materials and equipment that constitutes a part of the Finish Work if and to the extent that Landlord is entitled to such exemption under the Incentive Package and applicable law, provided that Landlord shall not be required to incur any obligations or liability and shall not be required to delay the Finish Work. For the avoidance of doubt, any delay in the Finish Work resulting from the Incentive Package or Landlord’s assistance in connection therewith shall be deemed to be Tenant Delay. Tenant shall indemnify, defend and hold Landlord harmless from and against any claim, loss, damage, liability or expense (including attorneys’ fees) suffered or incurred by Landlord in connection with the performance of its obligations under this Agreement to close on the purchase of the Property shall be expressly contingent on Purchaser’s receipt of all such Governmental IncentivesSection 29.11, including, but not limited towithout limitation, property any claim by the State of New Jersey for the payment of sales tax abatements for which Landlord sought an exemption on account of its obligations hereunder. Tenant’s indemnification obligation shall survive the Property and personal property additions to the Property and other incentives from the city of Chattanooga and Hxxxxxxx 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 expiration or termination 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 obtainedLease.

Governmental Incentives. During Landlord shall cooperate with Tenant in Tenant's efforts to negotiate, implement and receive the Investigation Periodbenefits of an incentive package with various Governmental Authorities, Purchaser will apply forand to execute and deliver any supplements or modifications to this Lease that are reasonably required in connection therewith, attempt provided that no such Lease modification or supplement shall (a) increase any obligation of Landlord under this Lease, (b) adversely affect any right of or benefit to obtain Landlord under this Lease (except to a de minimis extent), (c) relieve Tenant of or seek new or existing governmental incentives, tax abatements, benefits, entitlements, approvals or permits related to Purchaser’s intended use reduce any 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 its obligations under this Agreement Lease, or (d) interfere in any material respect with Landlord's ability to close on arrange financing for Landlord's interest in the purchase of Premises or to consummate the Property Lease Conversion. Any and all fees, costs and expenses imposed by the applicable Governmental Authority shall be expressly contingent on Purchaser’s receipt borne solely by Tenant, and Tenant shall reimburse Landlord within thirty (30) days of Landlord's demand therefor, for any and all such Governmental Incentivesreasonable out-of-pocket fees, costs and expenses actually incurred by Landlord in connection with Tenant's requests and in cooperating with Tenant as provided in this Article 41, including, but not limited towithout limitation, property tax abatements on the Property reasonable costs and personal property additions expenses of Landlord's counsel, consultants and professionals. Notwithstanding anything herein contained to the Property and other incentives from the city of Chattanooga and Hxxxxxxx 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)contrary, any applications benefits obtained by Tenant (or on behalf of Tenant) at Tenant's sole expense from any Governmental Authority shall be solely for the benefit of Tenant and to the extent 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 Propertysame are granted to Landlord, Landlord shall assign (or pay) the same promptly to Tenant. If, at any time during the Investigation Period, Purchaser determines that it cannot obtain the Governmental Incentives on terms and conditions acceptable Nothing contained in this Article 41 limits or expands Tenant's rights to Purchaser, in Purchaser’s sole discretion, then Purchaser shall have the right to (i) terminate this Agreement in accordance with use Section 5 below, or (ii) in addition to Purchaser’s extension rights 421-a Benefits under Section 4(a), unilaterally extend the Investigation Period until 11:59 p.m. on June 10, 2021 (“Investigation Period Extension”26.2(G) 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.hereof. 253 258 ARTICLE 42 ROOF RIGHTS