Historic Tax Credits. The Parties further acknowledge that OVG has applied, with the support of the Washington State Historic Preservation Officer, for the Arena to be certified as historically significant and listed in the Washington Heritage Register and the National Register of Historic Places. OVG will continue pursuit of the official designations on those registers and the City, as owner of the fee simple interests in the sites of the Arena and the Xxxxxx Garage, shall cooperate with all reasonable requests made by OVG and any official review board or approving agency for the appropriate status, execute any necessary documents, and approve or accept the designation when it occurs. Additionally, OVG represents that it intends to pursue federal historic tax credits to finance a portion of the Development Project. The City agrees to reasonably cooperate with OVG to complete the Transaction Documents in a manner which permits OVG to obtain historic tax credits for the Development Project. The City shall not be required pursuant to this Section 6(d) to agree anything that would constitute or result in any material changes to the terms of this MOU.
Historic Tax Credits. Landlord intends to rehabilitate the Building in a manner that qualifies for the historic rehabilitation tax credit (the “Historic Tax Credit”) allowed for qualified rehabilitation expenditures incurred in connection with the “certified rehabilitation” of a “certified historic structure” pursuant to the Section 47 of the Internal Revenue Code of 1986, as amended from time to time, or any corresponding provision or provisions of prior or succeeding law (the “Historic Tax Credit Transaction”). In connection with the Historic Tax Credit Transaction, Landlord has entered into a Master Lease dated as of September 23, 2011 (the “Master Lease”) with 611 Webward Master Tenant LLC, a Michigan limited liability company (“Master Tenant”), by which Xxxxxxxx has leased the entire Building to Master Tenant. In connection with the Historic Tax Credit Transaction, the investor in the Historic Tax Credit, Chevron U.S.A. Inc., a Pennsylvania corporation, has required that this Lease be converted from a prime lease between Landlord, as landlord, and Tenant, as tenant, to a sublease between Master Tenant, as sublandlord, and Tenant, as subtenant. Tenant acknowledges and consents to the Historic Tax Credit Transaction and further acknowledges that Xxxxxxxx’s execution and delivery of the Master Lease and Assignment of the Lease shall not constitute an event of default under the Lease and confirms this Lease is a sublease under the Master Lease. Master Xxxxxx and Landlord acknowledge and agree to recognize the Lease as a direct lease between Master Tenant and Tenant. Landlord agrees and acknowledges (a) Landlord will perform the obligations of the landlord under the Lease if Master Tenant defaults, (b) the improvements to be made to the Building relating to the Historic Tax Credit Transaction are no different than the improvements otherwise to be made to the Building, and (c) in the event of a default of Master Tenant under the Master Lease Landlord shall recognize and not otherwise disturb Tenant’s leasehold under the Lease, so long as Tenant is not in default beyond any applicable notice and cure under this Lease.
Historic Tax Credits. Borrower has advised Administrative Agent and the Lenders that Borrower has applied with the Missouri Historic Preservation Tax Credit Program (the “Tax Credit Program”) for historic tax credits in connection with Borrower’s proposed construction, renovation and use of the Property pursuant to the Tax Credit Program. Borrower will comply, or cause others to comply, with the requirements of the State of Missouri to permit the issuance of the historic tax credits. Borrower will assign its interest in the historic tax credits pursuant to the Deed of Trust. All tax credits shall be sold by Borrower and the proceeds of such sale applied by Borrower to the repayment of the Loan and the Condominium Loan pursuant to a schedule to be approved by the Agents.
Historic Tax Credits. (a) Notwithstanding anything to the contrary contained in this Lease, but subject to the provisions of Sections 41.01(b) and 41.02 hereof, Tenant shall not make any Alterations prior to the end of the five (5) year period (the "Recapture Period") beginning on the date the Building is "placed in service" within the meaning of IRS Regulation 1.46-3(d) which will result in the loss, reduction or recapture of any Historic Tax Credits to which Landlord would otherwise be entitled pursuant to Landlord's Historic Preservation Certification Application - Part 2 (filed October 12, 1998 and approved March 21, 1999). Except as otherwise provided in this Article 41, in the event any Alterations are made by Tenant during the Recapture Period which are objected to by the NPS (as such term is defined in Section 41.01(b) hereof) and are not removed or rectified by Tenant to the satisfaction of the NPS within the cure period, if any, permitted by the NPS and which thereby result in the loss, reduction or recapture of any such Historic Tax Credits, Tenant shall reimburse Landlord for the full value to Landlord amount of such loss, reduction or recapture including, without limitation, penalties and interest. If any amount recoverable by Landlord will be or has been subject to tax, Tenant shall pay to Landlord the amount (after taking into account any tax in respect of the amount) that will ensure that Landlord receives and retains a net sum equal to the sum it would have received had the payment from the Tenant not been subject to tax and which will compensate Landlord for any additional taxes, interest or penalty charges which have been or will be incurred by Landlord by reason of Tenant's Alterations made prior to the end of the Recapture Period. Such payment shall be made by Tenant within twenty (20) days after demand therefor (but in no event earlier than thirty (30) days prior to the date Landlord is required to pay the corresponding tax payment to the taxing authority) as Additional Charges, which demand shall be accompanied by a copy of any demand or invoice from the taxing authority setting forth the calculation of the amount payable by Landlord. Landlord agrees, within fifteen (15) days after written request from Tenant, to provide Tenant with such information relating to the Building Work within Landlord's (or its contractors' or consultants') possession as Tenant may reasonably request to determine the "placed in service" date.
(i) Landlord and Tenant acknowledge ...
Historic Tax Credits. Tenant acknowledges that Landlord or its affiliates has or will receive historic tax credits in connection with its rehabilitation of the Building, and agrees that it will not in any way jeopardize or cause a recapture of such tax credits by any act or omission of Tenant, or its agents, employees, customers, invitees or contractors, including, but not limited to, the making of any alterations and improvements that would violate any terms, conditions, or approvals (including, but not limited to, those issued from time to time by the U.S. Department of the Interior, the Missouri State Historic Preservation Office) relating to such credits. Landlord agrees to work with Tenant to help Tenant ensure compliance with this provision, and Tenant agrees to cooperate with Landlord to comply with the historic tax credit requirements and all laws and regulations relating thereto. Tenant acknowledges that in its sole discretion Market 700, LLC may assign its rights under this Lease to a tenant under a Master Lease for the Project in which case such tenant shall be Landlord under this Lease, provided Tenant’s rights and obligations under this Lease shall not be affected and the Master Landlord and Tenant executed an SNDA pursuant to Section 23. At Landlord’s option in its sole discretion, this Lease may be subject and subordinate to the Master Lease, and Tenant agrees that in such event it will, at all times, be in compliance with the terms, conditions and requirements set forth in the Master Lease with LEASE AGREEMENT 67 respect to the Demised Premises so long as Tenant’s rights and obligations are not materially and adversely affected thereby. Notwithstanding anything in this Lease or the Master Lease to the contrary, if there shall be any conflict or inconsistency between the Master Lease, if any, and the provisions of this Lease, the provisions of such Master Lease shall govern and control, provided the same does not materially and adversely impact Tenant’s rights or obligations under this Lease. If Landlord assigns this Lease to a tenant (the “Prime Tenant”) under a Master Lease between such Prime Tenant and the owner of the Demised Premises (the “Prime Landlord”), Landlord and Tenant agree to cooperate in good faith to each enter into an SNDA complying with Section 23. Notwithstanding anything in this Lease or the Master Lease to the contrary, if there shall be any conflict or inconsistency between the Master Lease and the provisions of this Lease, the provisions o...
Historic Tax Credits. (a) The Historic Building is listed in the National Park Register of Historic Places maintained by the Department of the Interior pursuant to the National Historic Preservation Act of 1966.
(b) The Rehabilitation constitutes (or will constitute upon receipt of Part 3 Approval) a “certified rehabilitation” of a “certified historic structure” (as such terms are defined in Section 47 of the Code).
(c) To Seller’s Knowledge, the amount of QREs reflected in the QRE Certification to be delivered by Seller to Purchaser at the Closing will be a reasonable estimate of the QREs incurred by Seller in connection with the Rehabilitation as of such date.
(d) Substantially all of the expenditures included in the calculation of QREs reflected in the QRE Certification are (or will be) properly chargeable to a capital account for commercial real property (or an addition or improvement thereto) for which depreciation is allowable under Section 168 of the Code.
(e) Seller has not claimed any Historic Tax Credits with respect to the Rehabilitation Improvements.
(f) The Historic Building was “placed in service” (within the meaning of Treas. Reg. §1.48-12(f)(2)) at least once by a prior owner before the beginning of its rehabilitation by Seller.
(g) No portion of the Hotel will be “placed in service” (within the meaning of Treas. Reg. §1.48-12(f)(2)) after the completion of the Rehabilitation of the Historic Building on or before the Closing Date.
(h) No Certificate of Occupancy has been or will be issued for the Hotel after the completion of the Rehabilitation of the Historic Building and prior to the Closing Date.
(i) The rehabilitation expenditures identified as QREs in the QRE Certification do not (or will not) include (i) any expenditure with respect to which a method other than the straight line method of depreciation over a recovery period determined under Section 168(c) or 168(g) of the Code (as modified by Section 251(d)(4) of the Tax Reform Act of 1986) will be used, (ii) the cost of acquiring the Historic Building, or (iii) the cost of any enlargement of the Historic Building, excluding any increase in floor space resulting solely from interior remodeling.
Historic Tax Credits. (a) Seller has not claimed and will not claim, nor is it permitted to claim, any Historic Tax Credits with respect to the Rehabilitation Improvements.
(b) Seller shall provide a detailed schedule of costs related to the Rehabilitation, including all third-party vendor costs, all employee compensation and internal overhead costs allocable to the Rehabilitation, and all interest that has been capitalized with respect to the Rehabilitation (which schedule must contain back up computations with respect to the allocation of employee compensation, overhead, and capitalized interest) on the fifth day of each of January, April, July, and October, until such time as all Punchlist Items have been completed (and at such xxxx Xxxxxx shall provide a final bring-down schedule, certified by a responsible officer of Seller).
(c) Seller shall use Commercially Reasonable Efforts to obtain a certification issued by the National Park Service that the Rehabilitation constitutes a “certified rehabilitation” of a “certified historic structure” and shall promptly provide such certification to Purchaser upon receipt.
(d) Seller shall effect the Rehabilitation in compliance with the Historic Preservation Application.
(e) The terms of this Section 8.1.12 shall survive the Closing.
Historic Tax Credits. The Parties shall cooperate in good faith to design the Facility and the renovation of any Phase to obtain the benefit of historic tax credits.
Historic Tax Credits. Without limiting the provisions of this Article, Tenant acknowledges that Landlord has or will apply for and may be granted certain state or federal tax credits relating to historic rehabilitation in connection with the Project (the “Historic Tax Credits”), and that any proposed modification of the Project, including the interior or exterior of the Demised Premises, and the Common Areas, may be prohibited or restricted in order to qualify for, obtain, maintain and preserve the Historic Tax Credits.
Historic Tax Credits. Tenant shall have the sole and exclusive right to apply for historic tax credits for the project, and the City hereby agrees to cooperate with Tenant in obtaining historic tax credits and maintaining compliance with requirements applicable to such tax credits. Any such historic tax credits obtained by Tenant shall be shared equally after deducting costs incurred by Tenant in applying for and administering such tax credits. [THIS PAGE ENDS HERE. THE NEXT PAGE IS THE SIGNATURE PAGE.] EXECUTED as of the Effective Date first set forth above. a New Hampshire By: Name: Xxxx X. Xxxxxxx Title: City Manager Authorized by vote of the Portsmouth City Council on . a limited liability company By: Exhibit A – Premises Plan Exhibit B – Reserved Rights Exhibit C – Development Plan Exhibit D – Project Budget Exhibit E – Required Approvals Exhibit F - Construction Schedule Exhibit G – Completion Guaranty Exhibit H – Non-Disturbance Agreement Exhibit I – Estoppel Certificate Form Exhibit J – Construction Management Plan Exhibit K –Environmental Indemnification Agreement Schedule 1 – Calculation of Revenue Sharing in the Event of a Sale of Tenant’s Leasehold Interest in the Property Schedule 2 – Reserve Fund Withdrawal Procedures Addendum Per Sections 2.1.6 and 2.2.2 of the Development Agreement Upon a sale of Tenant’s Leasehold Interest in the Property the City will receive 20% of Project Profit in excess of an 18% internal rate of return.
