Common use of Tax Abatement Clause in Contracts

Tax Abatement. Landlord and Tenant acknowledge and agree that ------------- Landlord and Tenant have entered into or will enter into a Tax Abatement Agreement among the City of Irving, Texas (the "City"), Landlord and Tenant (the "Tax Abatement Agreement") which shall provide for a tax abatement for a period of ten (10) years upon certain terms and conditions set forth therein. Landlord and Tenant further acknowledge that the Tax Abatement Agreement provides that upon the occurrence of a default under the Tax Abatement Agreement (after the expiration of the applicable notice and cure periods set forth therein), the City is entitled to receive from the "Owner" thereunder as liquidated damages all taxes and penalties which otherwise would have been paid to the City without benefit of abatement, for the entire period of abatement. Tenant hereby agrees that Tenant shall be solely responsible for the payment of any sums or amounts payable to the City by Landlord as "Owner" under the Tax Abatement Agreement, including the timely payment of any liquidated damages or other amounts payable to the City under such Tax Abatement Agreement as a result of a default or breach thereunder. Tenant agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree to indemnify and hold Landlord harmless from and against any and all loss, cost, damage and expense, including court costs and reasonable attorneys' fees, suffered or incurred by Landlord and caused by or resulting from any breach or default by Tenant of its obligations under such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant of any of Tenant's obligations under this Lease which constitute a breach or default by the "Owner" under the Tax Abatement Agreement.

Tax Abatement. Landlord (a) Upon expiration of the Feasibility Period, Seller (and/or a Seller Affiliate, as applicable) and Tenant acknowledge Purchaser shall promptly and agree that ------------- Landlord and Tenant have entered into or will enter into a Tax Abatement Agreement among jointly make application to the City of Irving, Texas Jersey City for the transfer of the existing tax abatement on the Property set forth in the Financial Agreement attached hereto as Exhibit K (herein the "City"), Landlord and Tenant (the "“Tax Abatement Agreement"”) which and the related resolutions (herein the “Tax Abatement”) to Purchaser (the “Tax Exemption Application”; for purposes hereof “Tax Exemption Application” shall provide also include any application for a tax abatement new or amended Tax Abatement if required by the City of Jersey City). The approval of the Tax Exemption Application by the City of Jersey City for a period such transfer by resolution of ten (10) years upon certain terms the City Council of Jersey City is referred to herein as the “Tax Abatement Approval” and conditions set forth therein. Landlord and Tenant further acknowledge the date that the Tax Abatement Agreement provides that upon Approval shall become final, and the occurrence of a default under appeals period applicable thereto shall have expired (unless such appeals period is waived by the parties hereto) is herein referred to as the “Tax Abatement Agreement Approval Date”. Seller and Purchaser acknowledge that any lease/sublease structure required of Purchaser in order for Purchaser to preserve and or qualify for a continuing Tax Abatement applicable to the Property, shall be the sole responsibility of Purchaser except that Seller shall convey its existing leasehold interests, as landlord and tenant, as necessary for Purchaser to maintain a qualifying structure. Purchaser covenants and agrees to provide to Seller no later than the date which is thirty (30) days after the expiration date of the applicable notice and cure periods set forth therein), the City is entitled to receive from the "Owner" thereunder as liquidated damages all taxes and penalties which otherwise would have been paid to the City without benefit this Agreement copies of abatement, for the entire period of abatement. Tenant hereby agrees that Tenant shall be solely responsible for the payment of any sums or amounts payable to the City by Landlord as "Owner" under the Tax Abatement Agreement, including the timely payment of any liquidated damages or other amounts payable to the City under such Tax Abatement Agreement as a result of a default or breach thereunder. Tenant agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree to indemnify and hold Landlord harmless from and against any and all lossapplications and other documentation required of Purchaser and its Tax Exemption Entity (as hereinafter defined), cost, damage and expense, including court costs and reasonable attorneys' fees, suffered or incurred by Landlord and caused by or resulting from any breach or default by Tenant of its obligations under such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant of any of Tenant's obligations under this Lease which constitute a breach or default by the "Owner" under the Tax Abatement Agreement.as

Tax Abatement. Landlord A. Subject to OWNER (I) providing written documentation evidencing that the Improvements were substantially completed as required in Section 2 above and Tenant acknowledge (ii) meeting the Job Creation Requirement as set forth in Section 3 above, the CITY will grant tax abatement to OWNER, subject to the terms and agree conditions of this Agreement and subject to the rights of holders of outstanding bonds of the CITY, on a portion of the CITY [ad valorem] [tangible personal property] taxes assessed on the increased value of the [Property and Improvements] [the leasehold interest, if taxable,] [new tangible personal property located on the Property [subject to the leasehold interest]] otherwise owed to the CITY (“Tax Abatement”). For these purposes, the increased value of [Property and Improvements] [the taxable leasehold interest] is the amount of the difference between the fair market value of the [Property and Improvements] [the taxable leasehold interest] (but not including the value of personal property, machinery, inventory, supplies, or other property that ------------- Landlord is taxed separately from the land and Tenant have entered into or will enter into a buildings) as shown on the tax rolls of the Dallas Central Appraisal District as of January 1 of the year in which this Agreement is executed, and the value of said [Property and Improvements] [the taxable leasehold interest] as shown on such tax rolls on January 1 of the year of calculation, as finally determined by the Dallas Central Appraisal District. For these purposes, Tax Abatement Agreement among shall be an amount equal to the City taxes assessed on percent ( %) of Irving, Texas (the "City"), Landlord increased value of the [Property and Tenant (Improvements] [the "taxable leasehold interest]. The value of the [Property and Improvements] [the taxable leasehold interest] shall be as determined by the Dallas Central Appraisal District. The OWNER shall have the right to protest and/or contest any assessment of the Property and said Tax Abatement shall be applied to the amount of taxes finally determined to be due as a result of any such protest and/or contest. [For these purposes, Tax Abatement is applicable only to net new tangible personal property located on the Property [subject to the leasehold interest] after the date of City Council authorization of this Agreement (“eligible tangible personal property”). Tangible personal property located on the Property [subject to the leasehold interest] at any time before the date of City Council authorization of this Agreement", and existing business personal property located at another site within the city, are not subject to Tax Abatement and are fully taxable by the CITY. Tax Abatement shall be an amount equal to the taxes assessed on percent ( %) which of the value of OWNER's eligible tangible personal property. The value of the eligible tangible personal property shall provide for be as determined by the Dallas Central Appraisal District. The OWNER shall have the right to protest and/or contest any assessment of the eligible tangible personal property and said Tax Abatement shall be applied to the amount of taxes finally determined to be due as a tax abatement result of any such protest and/or contest.] OWNER shall be eligible to receive Tax Abatement for a period of ten years (10“Tax Abatement Period”) years upon certain beginning January 1, 20 , subject to the terms and conditions set forth thereinof this Agreement. Landlord and Tenant further acknowledge that The Tax Abatement, once earned by OWNER shall continue for the duration of the Tax Abatement Agreement provides Period and shall not be lost through Force Majeure events or circumstances beyond the OWNER's reasonable control, except in an event of default as specified below. B. It is understood and expressly agreed by the OWNER that upon the occurrence CITY does not warrant or guarantee that the grant of a default under the Tax Abatement as provided for in this Agreement (after will be upheld as valid, lawful, enforceable or constitutional in the expiration event the statutory authority for same or the CITY's use thereof is challenged by court action. In the event such court action related to the Agreement and the providing of Tax Abatement hereunder is instituted, OWNER shall be responsible for defending the applicable notice parties hereto, this Agreement, and cure periods set forth therein)the use of Tax Abatement hereunder, at OWNER's sole cost and expense, including attorney's fees. CITY, however, agrees to cooperate with OWNER in such defense. Should such litigation result in the City is entitled to receive from loss of Tax Abatement as provided herein, OWNER shall be solely responsible for the "Owner" thereunder as liquidated damages payment of all taxes and penalties due, including all taxes which otherwise would have been paid to the City CITY without the benefit of abatement, for the entire period of abatement. Tenant hereby agrees that Tenant shall be solely responsible for the payment of any sums or amounts payable without recourse to the City by Landlord as "Owner" under the Tax Abatement AgreementCITY, including the timely payment of and without any liquidated damages or other amounts payable to the City under such Tax Abatement Agreement as a result of a default or breach thereunder. Tenant agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable obligation by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree CITY to indemnify reimburse same back to OWNER and hold Landlord harmless from and against without any and all loss, cost, damage and expense, including court costs and reasonable attorneys' fees, suffered or incurred by Landlord and caused by or resulting from any breach or default by Tenant right of its obligations under such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant reduction of any of TenantOWNER's obligations under this Lease which constitute a breach or default by the "Owner" under the Tax Abatement Agreementhereunder.

Tax Abatement. Landlord Tenant desires to obtain and Tenant acknowledge and agree that ------------- Landlord and Tenant have entered into or will enter into a Tax Abatement Agreement among the City of Irving, Texas (the "City"), Landlord and Tenant (the "Tax Abatement Agreement") which shall provide for a maintain tax abatement for a period of ten (10) years upon certain terms and conditions set forth therein. Landlord and Tenant further acknowledge that the Tax Abatement Agreement provides that upon the occurrence of a default under the Tax Abatement Agreement (after the expiration of the applicable notice and cure periods set forth therein), the City is entitled to receive from the "Owner" thereunder as liquidated damages all taxes and penalties which otherwise would have been paid to the City without benefit of abatement, deductions for the entire period of abatement. Tenant hereby agrees that Tenant Leased Premises, and shall be solely responsible for make the payment of any sums and all application and other fees associated therewith. Tenxxx xxsumes and accepts the risk that its tax abatement application will not be successful. In the event Tenant proceeds with the filing of such application, Tenant shall prepare and file any required applications, forms, resolutions, agreements or amounts payable other materials, whether for or on behalf of Tenant or Landlord. To permit Tenant to take the actions necessary to obtain and maintain property tax abatement deductions on the Leased Premises, Landlord shall (i) upon reasonable notice from Tenant, execute such tax abatement applications, forms, resolutions, agreements, and other materials; (ii) upon reasonable notice from Tenant, provide Tenant with information in its possession with respect to the City by Leased Premises necessary to prepare such applications, from, resolutions, agreements, and other materials; (iii) upon reasonable notice from Tenant, authorize Tenant to appear on behalf of Landlord as "Owner" under at any public hearing related to obtaining or maintaining property tax abatement on the Tax Abatement Agreement, including the timely payment Leased Premises; and (iv) shall forward to Tenant promptly upon receipt any notice of any liquidated damages assessment or other amounts payable change in assessment relating to the City under such Tax Abatement Agreement as a result of a default or breach thereunderLeased Premises. Tenant further understands that it is responsible for any and all real property taxes accruing during the Lease Term with regard to the Leased Premises and agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree to indemnify and hold harmless Landlord harmless from and against any and all losslosses, cost, damage and expense, including court costs and reasonable attorneys' fees, suffered claims or incurred by Landlord and caused by or damages resulting from any breach or default by Tenant of Tenxxx'x failure to comply with its obligations under this Section or under any agreement between Landlord and Tenant and the City of Indianapolis, Indiana with respect to tax abatement. Notwithstanding anything contained herein to the contrary, in the event Tenant is successful in obtaining a real estate tax abatement for the Leased Premises as a concession from the City of Indianapolis, Landlord hereby agrees to pass along the amount which is abated to Tenant as a credit against Tenxxx'x Proportionate Share of Operating Expenses (as defined herein) or, to the extent such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant credit exceeds Tenxxx'x Proportionate Share of any of Tenant's obligations under this Lease which constitute Operating Expenses, as a breach or default by the "Owner" under the Tax Abatement Agreementcredit against Tenxxx'x Minimum Annual Rent.

Tax Abatement. Landlord (a) Upon expiration of the Feasibility Period, Seller (and/or a Seller Affiliate, as applicable) and Tenant acknowledge Purchaser shall promptly and agree that ------------- Landlord and Tenant have entered into or will enter into a Tax Abatement Agreement among jointly make application to the City of Irving, Texas Jersey City for the transfer of the existing tax abatement on the Property set forth in the Financial Agreement attached hereto as Exhibit K (herein the "City"), Landlord and Tenant (the "“Tax Abatement Agreement"”) which and the related resolutions (herein the “Tax Abatement”) to Purchaser (the “Tax Exemption Application”; for purposes hereof “Tax Exemption Application” shall provide also include any application for a tax abatement new or amended Tax Abatement if required by the City of Jersey City). The approval of the Tax Exemption Application by the City of Jersey City for a period such transfer by resolution of ten (10) years upon certain terms the City Council of Jersey City is referred to herein as the “Tax Abatement Approval” and conditions set forth therein. Landlord and Tenant further acknowledge the date that the Tax Abatement Approval shall become final, and the appeals period applicable thereto shall have expired (unless such appeals period is waived by the parties hereto) is herein referred to as the “Tax Abatement Approval Date”. Seller and Purchaser acknowledge that any lease/sublease structure required of Purchaser in order for Purchaser to preserve and or qualify for a continuing Tax Abatement applicable to the Property, shall be the sole responsibility of Purchaser except that Seller shall convey its existing leasehold interests, as landlord and tenant, as necessary for Purchaser to maintain a qualifying structure. Purchaser covenants and agrees to provide to Seller no later than the date which is thirty (30) days after the date of this Agreement provides that upon copies of any and all applications and other documentation required of Purchaser and its Tax Exemption Entity (as hereinafter defined), as described in subsection (b) below, in order to make application to the occurrence City of Jersey City as contemplated in this Section 10.3.1. Notwithstanding anything herein to the contrary, Purchaser and Seller shall each, where practicable, be entitled to have a default under representative present in connection with all communications between the other and the City of Jersey City in regard to the Tax Abatement Agreement Period whether in person, electronic or telephonic and each shall, where practicable, provide at least twenty-four (after the expiration of the applicable 24) hours notice and cure periods set forth therein)(which notice may be telephonic, the City is entitled to receive from the "Owner" thereunder as liquidated damages all taxes and penalties which otherwise would have been paid email or fax) to the City without benefit of abatement, for the entire period of abatement. Tenant hereby agrees that Tenant shall be solely responsible for the payment other of any sums such telephonic or amounts payable to the City by Landlord as "Owner" under the Tax Abatement Agreement, including the timely payment of any liquidated damages or other amounts payable to the City under such Tax Abatement Agreement as a result of a default or breach thereunder. Tenant agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree to indemnify and hold Landlord harmless from and against any and all loss, cost, damage and expense, including court costs and reasonable attorneys' fees, suffered or incurred by Landlord and caused by or resulting from any breach or default by Tenant of its obligations under such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant of any of Tenant's obligations under this Lease which constitute a breach or default by the "Owner" under the Tax Abatement Agreementperson meetings.

Tax Abatement. As a financial incentive to the development of the Leased Premises and other portions of the Building, Landlord received an abatement or reduction in amounts which would otherwise be payable as taxes to the City of Tempe, Maricopa County or other taxing authority (the "Tax Abatement"), during all or part of the Lease Term, in accordance with Arizona Revised Statutes Section 42-6209, as amended. Even though such Tax Abatement constitutes a financial benefit to Landlord, Operating Expenses shall be deemed to include, on an annual basis, an amount equal to Two and 29/100 Dollars ($2.29) multiplied by the number of square feet of the Leased Premises, as hereinafter adjusted ("Abated Taxes Payment"). The Abated Taxes Payment shall be included in the Tenant's Proportionate Share of the Operating Expenses. The Abated Taxes Payment is intended to approximate the Tenant's share of the additional taxes which would have been payable in the event that Landlord had not obtained the Tax Abatement. Landlord and Tenant acknowledge and agree that ------------- Landlord and Tenant it is difficult to determine accurately the precise amount of additional taxes which would have entered into or will enter into a been payable were it not for the Tax Abatement Agreement among the City of IrvingAbatement, Texas (the "City")and, accordingly, Landlord and Tenant (the "Tax Abatement Agreement") which shall provide for a tax abatement for a period of ten (10) years upon certain terms and conditions set forth therein. Landlord and Tenant further acknowledge agree that the Abated Taxes Payment is a fair and equitable payment. Tenant's Proportionate Share of Operating Expenses shall include the Abated Taxes Payment for as long as Landlord receives the Tax Abatement Agreement provides that Abatement. For the Tax Year (as hereinafter defined) in which the Lease Term commences or terminates, the provisions of this paragraph shall apply, but the liability of Tenant for its Abated Taxes Payment for such Tax year shall be subject to a pro rata adjustment based upon the occurrence number of a default under days of such Tax Year falling within the Tax Abatement Agreement (after the expiration Lease Term. The Abated Taxes Payment shall be adjusted annually, as of the applicable notice and cure periods set forth thereinfirst day of each Tax Year (as hereinafter defined), by the percentage increase in real estate taxes for comparable projects in the City is entitled to receive from the "Owner" thereunder of Tempe as liquidated damages all taxes and penalties which otherwise would have been paid compared to the City without benefit real estate taxes for such projects as of abatementthe first day of the preceding tax year; provided, for however, that the entire period of abatementannual adjustment shall not exceed five percent (5%) per Tax Year during the Lease Term. Tenant hereby agrees that Tenant shall be solely responsible for obligated to pay the payment Abated Taxes Payment regardless of any sums difference in tax rates which may be applicable to different portions of the Project or amounts payable Building, and regardless of the actual assessed values and tax rates applicable or allocable to the City by Leased Premises and/or the Project or Building. Landlord as "Owner" under shall give to Tenant prior to or during each Tax Year throughout the Tax Abatement Agreement, including Lease Term an estimated Abated Taxes Payment statement in which Landlord shall estimate the timely payment of any liquidated damages or other amounts payable to the City under Abated Taxes Payment included in Operating Expenses for such Tax Abatement Agreement as a result year ("Abated Taxes Payment Statement"). After each Tax Year, Landlord shall give Tenant notice of a default or breach thereunder. Tenant agrees that Tenant shall timely and fully comply with all obligations of Tenant under the Tax Abatement Agreement, the breach of which could result in any such liquidated damages being payable by the "Owner" under the Tax Abatement Agreement. Tenant does hereby agree to indemnify and hold Landlord harmless from and against any and all loss, cost, damage and expense, including court costs and reasonable attorneys' fees, suffered or incurred by Landlord and caused by or resulting from any breach or default by Tenant of its obligations under final Abated Taxes Payment for such Tax Abatement Agreement or caused by or resulting from any breach or default by Tenant Year included in Operating Expenses, and the same will be reconciled as part of any the reconciliation of Tenant's obligations under this Lease which constitute a breach or default by the "Owner" under the Tax Abatement Agreementestimated and actual Operating Expenses.