Common use of Incentive Agreements Clause in Contracts

Incentive Agreements. Subtenant shall not violate any of the Incentive Agreements. In addition, Subtenant shall comply with all covenants and obligations, on behalf of Sublandlord, under the Incentive Agreements pertaining to the Subleased Space, Subtenant’s operations at the Project (collectively, the “Subtenant Incentive Obligations”), including, without limitation, the timely provision of any and all employment information related to Subtenant’s employees required for submission pursuant to any compliance reports or other obligations under the Incentive Agreements and all insurance and maintenance requirements. Subtenant shall indemnify, defend and hold harmless the Landlord and Sublandlord from and against all third party claims (including, but not limited to, claims by the County) and resulting liabilities arising or resulting from Subtenant’s violation of the Incentive Agreements or Subtenant’s failure to comply with and satisfy all of the Subtenant Incentive Obligations or Subtenant’s default under this section or any of the Incentive Agreements. Notwithstanding anything to the contrary, Subtenant agrees to maintain seventy-five percent (75%) (“Subtenant’s QJ Share”) of the “Qualifying Jobs” as that term is defined in the Incentive Agreements, and Sublandlord agrees to maintain twenty-five percent (25%) (“Sublandlord’s QJ Share”) of the Qualifying Jobs. (i) Subtenant shall pay any increase in the PILOT Payments owed by Sublandlord, any increase in the Project Property Taxes owed by Sublandlord, and any other amounts owed by Sublandlord under the Incentive Agreements (collectively, the “Incentive Recapture Obligation”) to the extent the Incentive Recapture Obligation is due solely to Subtenant’s violation of the Incentive Agreements, the Subtenant Incentive Obligations or this section; (ii) Sublandlord shall pay any Incentive Recapture Obligation to the extent the Incentive Recapture Obligation is due solely to Sublandlord’s violation of the Incentive Agreements or this section; and (iii) If Sublandlord and Subtenant both fail to maintain the number of Qualifying Jobs required under this section, based on Subtenant’s QJ Share and Sublandlord’s QJ Share, and there is any Incentive Recapture Obligation owed by Sublandlord due to such failure, then Subtenant shall pay a portion of such amounts as determined by the following formula: (A) multiply Subtenant’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Subtenant for such year; (B) multiply Sublandlord’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Sublandlord for such year; (C) then, determine the percentage of the job shortfall attributable to Subtenant by dividing (i) the shortfall in the number of Qualifying Jobs actually employed by Subtenant for such year relative to the number of Qualifying Jobs attributable to Subtenant pursuant to Subtenant’s QJ Share by (ii) the total shortfall in Qualifying Jobs by both Subtenant and Sublandlord for such year; and (D) multiply such percentage by the Incentive Recapture Obligation.

Incentive Agreements. Subtenant shall not violate any of the Incentive Agreements. In addition, Subtenant shall comply with all covenants and obligations, on behalf of Sublandlord, under the Incentive Agreements pertaining to the Subleased Space, Subtenant’s operations at the Project Project, or set forth on Exhibit C-1 (collectively, the “Subtenant Incentive Obligations”), including, without limitation, the timely provision of any and all employment information related to Subtenant’s employees required for submission pursuant to any compliance reports or other obligations under the Incentive Agreements and all insurance and maintenance requirements. Subtenant shall indemnify, defend and hold harmless the Landlord and Sublandlord from and against all third party claims (including, but not limited to, claims by the County) and resulting liabilities arising or resulting from Subtenant’s violation of the Incentive Agreements or Subtenant’s failure to comply with and satisfy all of the Subtenant Incentive Obligations or Subtenant’s default under this section or any of the Incentive Agreements. Notwithstanding anything to the contrary, Subtenant agrees to maintain seventy-five ____________ percent (75___%) (“Subtenant’s QJ Share”) of the “Qualifying Jobs” as that term is defined in the Incentive Agreements, and Sublandlord agrees to maintain twenty-five ____________ percent (25___%) (“Sublandlord’s QJ Share”) of the Qualifying Jobs. (i) Subtenant shall pay any increase in the PILOT Payments owed by Sublandlord, any increase in the Project Property Taxes owed by Sublandlord, and any other amounts owed by Sublandlord under the Incentive Agreements (collectively, the “Incentive Recapture Obligation”) to the extent the Incentive Recapture Obligation is due solely to Subtenant’s violation of the Incentive Agreements, the Subtenant Incentive Obligations or this section; (ii) Sublandlord shall pay any Incentive Recapture Obligation to the extent the Incentive Recapture Obligation is due solely to Sublandlord’s violation of the Incentive Agreements or this section; and (iii) If Sublandlord and Subtenant both fail to maintain the number of Qualifying Jobs required under this section, based on Subtenant’s QJ Share and Sublandlord’s QJ Share, and there is any Incentive Recapture Obligation owed by Sublandlord due to such failure, then Subtenant shall pay a portion of such amounts as determined by the following formula: (A) multiply Subtenant’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Subtenant for such year; (B) multiply Sublandlord’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Sublandlord for such year; (C) then, determine the percentage of the job shortfall attributable to Subtenant by dividing (i) the shortfall in the number of Qualifying Jobs actually employed by Subtenant for such year relative to the number of Qualifying Jobs attributable to Subtenant pursuant to Subtenant’s QJ Share by (ii) the total shortfall in Qualifying Jobs by both Subtenant and Sublandlord for such year; and (D) multiply such percentage by the Incentive Recapture Obligation.

Incentive Agreements. Subtenant shall not violate any Copies of the Incentive Agreements. In additionAgreement have been provided to Buyer as part of the Property Information From and after the Closing Date, Subtenant shall comply with all Buyer agrees to assume the obligations, agreements, covenants and obligations, on behalf of Sublandlord, restrictions under the Incentive Agreements pertaining CRA Agreement as to the Subleased SpaceProperty, Subtenant’s operations at which Buyer shall evidence such assumption by executing an assumption agreement substantially in the Project form of "Assumption Agreement" attached as Exhibit C to the CRA Agreement, which is also attached hereto as Exhibit B (collectivelyas may be modified pursuant to Seller's undertaking set forth below). Buyer acknowledges and agrees that from and after the Closing Date, Buyer, as the “Subtenant Incentive Obligations”)Owner (as defined in the TIF Agreement) of the Property, shall be responsible for payment of Service Payments (as defined in the TIF Agreement) under the TIF Agreement as to the Property, but Seller shall retain all other obligations and all benefits of the Company under the TIF Agreement, including, without limitation, the timely provision Company's right to reimbursement from Service Payments Buyer also acknowledges that Buyer will not be assigned and will not assume the obligations, agreements, covenants and restrictions of any Seller or the Company under the Compensation Agreement or the JEDZ Reimbursement Agreement. Seller hereby discloses to Buyer, and Buyer hereby acknowledges and agrees that: a. the Property is subject to an income tax levied by the JEDZ Board, which income tax is levied based on income earned by persons working in the JEDZ and on the net profits of business located in the JEDZ; b. the rate of income tax is the rate levied by the City in effect on the date of adoption of resolution levying the income tax; c. from and after the Closing, Buyer and Buyer's employees, if any, working at the Property will be subject to the income tax levied by the JEDZ Board; d. the Compensation Agreement prohibits lessees and assignees of the Property from challenging the validity of the agreement creating the JEDZ or the JEDZ income tax; e. Buyer shall be subject to the obligations of Seller under Section 4 of the Compensation Agreement to the same extent as is Seller; and f. notwithstanding the Closing, except as expressly provided otherwise in this Section 4.10 of this Agreement, Seller and/ or Company, as applicable, shall retain all employment information related to Subtenant’s employees required for submission pursuant to any compliance reports or other benefits and obligations of Seller and/or Company under the Incentive Agreements and Documents. Seller and/or Company shall have the right to further modify or assign to Seller some or all insurance and maintenance requirements. Subtenant shall indemnify, defend and hold harmless the Landlord and Sublandlord from and against all third party claims (including, but not limited to, claims by the County) and resulting liabilities arising or resulting from Subtenant’s violation of the Incentive Agreements or Subtenant’s failure during the pendency of this Agreement, including ,without limitation, to comply with and satisfy all update same as to the anticipated construction of the Subtenant Incentive Obligations Improvements and the structure of this transaction provided that Buyer shall be provided with copies of all such modifications or Subtenant’s assignments and, if any such modification shall materially and adversely alter any obligation being assumed by Buyer, shall be subject to Buyer's prior ,written consent, not to be unreasonably withheld, conditioned or delayed. If Buyer receives any amounts owing to the owner of the Property subsequent to Closing with respect to the Compensation Agreement, TIF Agreement or JEDZ Reimbursement Agreement, Buyer shall promptly notify Seller and remit such amounts to Seller. To the extent necessary for the CRA Agreement Assumption Agreement to be assigned to and assumed by Buyer, Seller shall assign or cause the Company to assign the CRA Agreement to Buyer. Seller agrees that it shall also use commercially reasonable efforts to have the Assumption Agreement modified to include the following provision: The County acknowledges through the Transfer Date, that the CRA Agreement is in full force and effect, and hereby waives any and all failures by the Company, any Occupant, or anyone else with regard to compliance with the obligations of the CRA Agreement and the Transferred Property through the Transfer Date. In the event the County does not agree to add the above provision, Buyer shall be deemed to have approved the form of CRA Agreement Assumption Agreement attached hereto as Exhibit B. After the Closing, Seller shall provide written notice to Buyer in the event Seller becomes aware that the Company has received written notice of the company's default under this section or any of the Incentive Agreements. Notwithstanding anything to the contrary, Subtenant agrees to maintain seventy-five percent (75%) (“Subtenant’s QJ Share”) of the “Qualifying Jobs” as that term is defined in the Incentive Agreements, and Sublandlord agrees to maintain twenty-five percent (25%) (“Sublandlord’s QJ Share”) of the Qualifying Jobs. (i) Subtenant shall pay any increase in the PILOT Payments owed by Sublandlord, any increase in the Project Property Taxes owed by Sublandlord, and any other amounts owed by Sublandlord under the Incentive Agreements (collectively, the “Incentive Recapture Obligation”) to the extent the Incentive Recapture Obligation is due solely to Subtenant’s violation of the Incentive Agreements, the Subtenant Incentive Obligations such default affects or this section; (ii) Sublandlord shall pay any Incentive Recapture Obligation relates to the extent the Incentive Recapture Obligation is due solely to Sublandlord’s violation of the Incentive Agreements or this section; and (iii) If Sublandlord Property. The benefits and Subtenant both fail to maintain the number of Qualifying Jobs required obligations under this section, based on Subtenant’s QJ Share and Sublandlord’s QJ Share, and there is any Incentive Recapture Obligation owed by Sublandlord due to such failure, then Subtenant Section 4.10 of this Agreement shall pay a portion of such amounts as determined by survive the following formula: (A) multiply Subtenant’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Subtenant for such year; (B) multiply Sublandlord’s QJ Share by the total number of Qualifying Jobs required to be maintained in the applicable year pursuant to the Incentive Agreements and round to the nearest whole number in order to determine the number of Qualifying Jobs that are required to be maintained by Sublandlord for such year; (C) then, determine the percentage of the job shortfall attributable to Subtenant by dividing (i) the shortfall in the number of Qualifying Jobs actually employed by Subtenant for such year relative to the number of Qualifying Jobs attributable to Subtenant pursuant to Subtenant’s QJ Share by (ii) the total shortfall in Qualifying Jobs by both Subtenant and Sublandlord for such year; and (D) multiply such percentage by the Incentive Recapture ObligationClosing.