Common use of Tax Exempt Entities Clause in Contracts

Tax Exempt Entities. Tenant acknowledges that it has received and reviewed a certain Tax Payment Agreement dated November 15, 2005, executed and acknowledged on behalf of FOCIL-MB, LLC, and Landlord, recorded in the Official Records on November 15, 2005, as Document No. 2005-I072107. Such Tax Payment Agreement contains certain covenants by Landlord if (a) Landlord (or any successor) becomes an entity that is exempt from property taxation (a “Tax Exempt Entity”), (b) there is any sale, assignment, conveyance, lease, sublease, or other alienation of any portion of the Project to a Tax Exempt Entity, or (c) there is a grant to a Tax Exempt Entity of occupancy rights (such as under a space lease) where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation. Accordingly, notwithstanding any other provision of this Lease, Tenant shall not assign, convey, sublease, or otherwise alienate any portion of the Project to a Tax Exempt Entity, and shall not grant to a Tax Exempt Entity any occupancy rights where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation, without Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute discretion. Any such purported action by Tenant without Landlord’s prior written consent shall be null and void ab initio.

Tax Exempt Entities. Tenant acknowledges that it has received and reviewed a that certain Tax Payment Agreement Grant Deed dated November 15May 19, 20052014, executed and acknowledged on behalf of FOCIL-MB, LLC, and Landlord, recorded in the Official Records on November 15May 23, 20052014, as Document No. 20052014-I072107J886903-00 (the “Grant Deed”), and further that this Lease and Tenant are subject and subordinate to, and Tenant shall not violate, the covenants contained in such Grant Deed. Such Tax Payment Agreement Grant Deed contains certain covenants by Landlord regarding payments of taxes (or payments in lieu of taxes) if (a) Landlord (or any successor) becomes an entity that is exempt from property taxation (a “Tax Exempt Entity”), (b) there is any sale, assignment, conveyance, lease, sublease, or other alienation of any portion of the Project to an entity that is or could be exempt from property taxation (a “Tax Exempt Entity”), or (cb) there is a grant to a Tax Exempt Entity of occupancy rights (such as under a space lease) where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation. Accordingly, notwithstanding any other provision of this Lease, Tenant shall not assignTransfer the Premises, conveyor any portion thereof, subleaseor sublease space in, or otherwise alienate grant any portion occupancy rights, in the Premises to any Tax Exempt Entity without first: (a) obtaining from such Tax Exempt Entity a binding contractual commitment, in form and substance reasonably satisfactory to, and for the benefit of, the Successor Agency to the Redevelopment Agency (the “Successor Agency”) and the City and County of San Francisco (collectively, “City and County”), obligating such entity to make a payment in lieu of taxes (“PILOT Agreement”) equal to the full amount of the Project to property taxes that would have been assessed against the Premises notwithstanding such occupancy by a Tax Exempt Entity; or (b) entering into a binding PILOT Agreement, in form and substance reasonably satisfactory to, and shall not grant for the benefit of, the Successor Agency and the City and County, requiring the full payment of property taxes (or a payment in lieu thereof in an amount equal to a the property taxes) that would have been assessed against the Premises notwithstanding such occupancy by such Tax Exempt Entity any occupancy rights whereEntity, as or (c) obtaining the result of such grant, all or any portion of any improvements on all or any portion written consent of the Project would or could be exempt from property taxationSuccessor Agency and the City and County, without Landlord’s prior written consent, which may be withheld in Landlord’s their respective sole and absolute discretion. Any such purported action by Tenant without Landlord’s prior written consent shall be null and void ab initio.hereby agrees not to request that Landlord request an adjustment to the “Base Year Value” (as defined below) for the

Tax Exempt Entities. Tenant acknowledges that it has received and reviewed a certain Tax Payment Agreement dated November 15, 2005, executed and acknowledged on behalf of FOCIL-MBFOCIL‑MB, LLC, and Landlord, recorded in the Official Records on November 15, 2005, as Document No. 2005-I072107. Such Tax Payment Agreement contains certain covenants by Landlord if (a) Landlord (or any successor) becomes an entity that is exempt from property taxation (a “Tax Exempt Entity”), (b) there is any sale, assignment, conveyance, lease, sublease, or other alienation of any portion of the Project to a Tax Exempt Entity, or (c) there is a grant to a Tax Exempt Entity of occupancy rights (such as under a space lease) where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation. Accordingly, notwithstanding any other provision of this Lease, Tenant shall not assign, convey, sublease, or otherwise alienate any portion of the Project to a Tax Exempt Entity, and shall not grant to a Tax Exempt Entity any occupancy rights where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation, without Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute discretion. Any such purported action by Tenant without Landlord’s prior written consent shall be null and void ab initio.. Net Multi-Tenant Office/Laboratory 455 Mission Bay / Nektar - Page 3

Tax Exempt Entities. Tenant acknowledges that it has received and reviewed a that certain Tax Payment Agreement Xxxxx Xxxx dated November 15May 19, 20052014, executed and acknowledged on behalf of FOCIL-MB, LLC, and Landlord, recorded in the Official Records on November 15May 23, 20052014, as Document No. 20052014-I072107J886903-00 (the “Grant Deed”), and further that this Lease and Xxxxxx are subject and subordinate to, and Xxxxxx shall not violate, the covenants contained in such Xxxxx Xxxx. Such Tax Payment Agreement Grant Deed contains certain covenants by Landlord regarding payments of taxes (or payments in lieu of taxes) if (a) Landlord (or any successor) becomes an entity that is exempt from property taxation (a “Tax Exempt Entity”), (b) there is any sale, assignment, conveyance, lease, sublease, or other alienation of any portion of the Project to an entity that is or could be exempt from property taxation (a “Tax Exempt Entity”), or (cb) there is a grant to a Tax Exempt Entity of occupancy rights (such as under a space lease) where, as the result of such grant, all or any portion of any improvements on all or any portion of the Project would or could be exempt from property taxation. Accordingly, notwithstanding any other provision of this Lease, Tenant shall not assignTransfer the Premises, conveyor any portion thereof, subleaseor sublease space in, or otherwise alienate grant any portion of occupancy rights, in the Project Premises to a Tax Exempt Entity, and shall not grant to a any Tax Exempt Entity any occupancy rights wherewithout first: (a) obtaining from such Tax Exempt Entity a binding contractual commitment, as in form and substance reasonably satisfactory to, and for the result benefit of, the Successor Agency to the Redevelopment Agency (the “Successor Agency”) and the City and County of San Francisco (collectively, “City and County”), obligating such grant, all or any portion entity to make a payment in lieu of any improvements on all or any portion taxes (“PILOT Agreement”) equal to the full amount of the Project property taxes that would or could be exempt from property taxation, without Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute discretion. Any such purported action by Tenant without Landlord’s prior written consent shall be null and void ab initio.have been assessed against the Premises notwithstanding