Common use of UNDERTAKINGS ON THE PART OF THE COMPANY Clause in Contracts

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Agreement and subsequent to this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction and carrying out of the Project including any infrastructure. Section 3.2. The County will have no obligation to assist the Company in finding a bank and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition and installation of the Project and the costs of the transaction. Section 3.3. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquire, or cause to be acquired, title to the assets constituting the Project; (b) To indemnify, defend, and hold the County harmless from all pecuniary liability and to reimburse it for all expenses to which it might be put in the fulfillment of its obligations under this Agreement and in the negotiation and implementation of its terms and provisions; (c) To apply for, and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Project; (d) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing and carrying out of the Project. The Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all expenses not hereinbefore mentioned incurred by the County in connection with the Project. This indemnity shall be superseded by a similar indemnity in the Infrastructure Credit Agreement; (e) To invest not less than One Million Five Hundred Thousand Dollars ($1,500,000) and create not less than Twenty (20) new, full-time jobs in the Project between January 1, 2014 and December 31, 2019 or lose the benefits of this Agreement prospectively, from that point, for failure to do so, in addition to repaying the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitment.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Fee Agreement and subsequent to the delivery of this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction construction, leasing and carrying out of the Project including any infrastructureinfrastructure and be entitled to subject the constructed or acquired property to the amendment to the Fee Agreement. Section 3.2. The County will have no obligation to assist the Company in finding a bank and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition and installation of the Project and the costs of the fee in lieu of tax transaction. Section 3.3. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquireobligate itself to make the payments required by the Act including, or cause to be acquiredbut not limited to, title to the assets constituting the Projectpayments in lieu of taxes at rates calculated in accordance with Section 2.3 (e) hereof; (b) To indemnify, defend, and hold the County harmless from all pecuniary liability and to reimburse it for all expenses to which it might be put in the fulfillment of its obligations under this Agreement and in the negotiation and implementation of its terms and provisions; (c) To perform such further acts and adopt such further proceedings as may be required to faithfully implement its undertakings and consummate the proposed financing; (d) To apply for, and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Project; (de) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing and carrying out of the Project, including environmental indemnity. The Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all expenses not hereinbefore mentioned incurred by the County in connection with the Project, including without limitation, the County’s reasonable attorneys fees incurred in connection with the approval and documentation of the matters referred to herein. This indemnity shall be superseded by a similar indemnity in the Infrastructure Credit Fee Agreement;; and (ef) To invest not less than One Ninety Million Five Hundred Thousand Dollars ($1,500,00090,000,000) and create of otherwise taxable investment in the Project during the Investment Period which investment level will be maintained for not less than Twenty twelve (2012) newyears, fullwith a non-time jobs in the Project between January 1, 2014 and December 31, 2019 or lose the benefits exempt investment level of this Agreement prospectively, from that point, for failure to do so, in addition to repaying the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One not less than Seventy Million Five Hundred Thousand Dollars ($1,500,00070,000,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still to be provided, maintained for the full six year term, but the percentage remaining term of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitmentFee Agreement.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Agreement and subsequent to this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction and carrying out of the Project including any infrastructure. Section 3.2. The County will have no obligation to assist the Company in finding a bank any source of financing for all or any portion of the property constituting the Project and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition acquisition, construction and installation of the Project and the costs of the transactionProject. Section 3.33.2. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquireenter into the Fee in Lieu of Tax Agreement, or cause under the terms of which it will obligate itself to be acquiredmake the payments required by the Act including, title to the assets constituting the Projectbut not limited to, payments in lieu of taxes at rates calculated in accordance with Section 2.3(c) hereof; (b) To indemnifyWith respect to the Project, defendto reimburse the County for all out-of-pocket costs, including reasonable attorney’s fees of the County actually incurred, and other out-of-pocket expenditures to third parties to which to which the County might be reasonably put with regard to executing and entering into this Agreement and the Fee in Lieu of Tax Agreement; (c) To hold the County harmless from all pecuniary liability including, without limitation, environmental liability, and to reimburse it the County for all expenses to which it the County might be put in the fulfillment of its obligations under this Agreement and in the negotiation and implementation of its terms and provisions; (c) To apply for, including reasonable legal expenses and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Projectfees; (d) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing construction and carrying out of the Project. The Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all expenses not hereinbefore mentioned incurred by the County in connection with the Project. This indemnity shall be superseded superceded by a similar indemnity in the Infrastructure Credit any Fee in Lieu Agreement; (e) To apply for, and use commercially reasonable efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the construction and implementation of the Project; and (f) To invest an aggregate of not less than One Thirteen Million Five Hundred Thousand Dollars ($1,500,00013,000,000) and create not less than Twenty (20) new, full-time jobs in the Project between January 1, 2014 and December 31, 2019 or lose (not all of which investment must be included within the benefits Fee in Lieu of this Agreement prospectively, from that point, for failure to do so, in addition to repaying Tax Agreement) by the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage end of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitmentInvestment Period.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Fee Agreement and subsequent to the delivery of this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction and carrying out of the Project including any infrastructureinfrastructure and be entitled to subject the constructed or acquired property to the Fee Agreement, to the extent permitted by law. Section 3.2. The County will have no obligation to assist the Company in finding a bank and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition and installation of the Project and the costs of the fee in lieu of tax transaction. Section 3.3. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquireobligate itself to make the payments required by the Act including, or cause to be acquiredbut not limited to, title to the assets constituting the Projectpayments in lieu of taxes at rates calculated in accordance with Section 2.3 (e) hereof; (b) To indemnify, defend, and hold the County harmless from all actual pecuniary liability reasonably incurred and to reimburse it for all expenses actual expenses, to which it might be put in the fulfillment of its obligations under this Agreement and in the its negotiation and execution and in the implementation of its terms and provisions; (c) To perform such further acts and adopt such further proceedings as may be required to faithfully implement its undertakings and consummate the proposed financing; (d) To apply for, and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Project;connection (de) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring directly in connection with the planning, design, approval, acquisition, construction, leasing and carrying out of the Project, including environmental indemnity. The Company also agrees agrees, subject to section 4.3(a) below to reimburse or otherwise pay, on behalf of the County, any and all reasonable out of pocket expenses not hereinbefore mentioned incurred by the County in connection with the ProjectProject and the administration of the Fee Agreement, including without limitation reasonable attorneys fees incurred in connection therewith and with respect to the approval and documentation of the matters referred to herein. This indemnity shall be superseded by a similar indemnity in the Infrastructure Credit Fee Agreement;; and (ef) To invest not less than One Ten Million Five Hundred Thousand Dollars ($1,500,00010,000,000) and create not less than Twenty (20) new, full-time jobs in taxable investment in the Project between January 1by the end of the fifth (5th) year following the year in which the Fee Agreement is executed and to maintain, 2014 and December 31within the meaning of the Act, 2019 such investment for the term of the Fee Agreement or lose the benefits of this Agreement prospectively, from that point, for failure to do so, in addition to repaying accordance with the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitmentAct.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Agreement and subsequent to this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction and carrying out of the Project including any infrastructure. Section 3.2. The County will have no obligation to assist the Company in finding a bank any source of financing for all or any portion of the property constituting the Project and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition acquisition, construction and installation of the Project and the costs of the transactionProject. Section 3.33.2. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquireenter into the FILOT Agreement, or cause under the terms of which it will obligate itself to be acquiredmake the payments required by the Act including, title to the assets constituting the Projectbut not limited to, payments in lieu of taxes at rates calculated in accordance with Section 2.3(c) hereof; (b) To indemnifyWith respect to the Project, defendto reimburse the County for all out-of-pocket costs, including reasonable attorney’s fees of the County actually incurred, and other out-of-pocket expenditures to third parties to which to which the County might be reasonably put with regard to executing and entering into this Agreement and the FILOT Agreement; (c) To hold the County harmless from all pecuniary liability including, without limitation, environmental liability, and to reimburse it the County for all expenses to which it the County might be put in the fulfillment of its obligations under this Agreement and in the negotiation and implementation of its terms and provisions; (c) To apply for, including reasonable legal expenses and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Projectfees; (d) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing construction and carrying out of the Project. The Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all expenses not hereinbefore mentioned incurred by the County in connection with the Project. This indemnity shall be superseded superceded by a similar indemnity in the Infrastructure Credit any FILOT Agreement; (e) To apply for, and use commercially reasonable efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the construction and implementation of the Project; and (f) Along with any Sponsor Affiliates, to invest an aggregate of not less than One Eight Million Five Hundred Thousand Dollars ($1,500,0008,000,000) and create not less than Twenty (20) new, full-time jobs in the Project between January 1, 2014 and December 31, 2019 or lose (not all of which investment must be included within the benefits of this Agreement prospectively, from that point, for failure to do so, in addition to repaying FILOT Agreement) by the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage end of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitmentInvestment Period.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Agreement and subsequent to this Agreement, the Company may advance any acquisition or construction funds required in connection with the planning, design, acquisition, construction and carrying out of the Project including any infrastructure. Section 3.2. The County will have no obligation to assist the Company in finding a bank any source of financing for all or any portion of the property constituting the Project and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition acquisition, construction and installation of the Project and the costs of the transactionProject. Section 3.33.2. If the Project proceeds as contemplated, the Operating Company further agrees as follows: (a) To acquireAlong with the Landlord, or cause to be acquiredenter into the FILOT Agreement, title under the terms of which it will obligate itself to make the assets constituting payments required by the ProjectAct including, but not limited to, payments in lieu of taxes at rates calculated in accordance with Section 2.3(c) hereof; (b) To indemnifyWith respect to the Project, defendto reimburse the County for all out-of-pocket costs, including reasonable attorney’s fees of the County actually incurred, and other out-of-pocket expenditures to third parties to which the County might be reasonably put with regard to executing and entering into this Agreement and the FILOT Agreement; (c) To hold the County harmless from all pecuniary liability including, without limitation, environmental liability, and to reimburse it the County for all expenses to which it the County might be put in the fulfillment of its obligations under this Agreement and in the negotiation and implementation of its terms and provisions; (c) To apply for, including reasonable legal expenses and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Projectfees; (d) To indemnify, defend and hold the County and the individual directors, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing construction and carrying out of the Project. The Operating Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all expenses not hereinbefore mentioned incurred by the County in connection with the Project. This indemnity shall be superseded superceded by a similar indemnity in the Infrastructure Credit any FILOT Agreement; (e) To Along with the Landlord, to apply for, and use commercially reasonable efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the construction and implementation of the Project; and (f) Along with the Landlord and any Sponsor Affiliates, to invest an aggregate of not less than One Million Five Hundred Thousand Dollars ($1,500,000) 15,500,000 in the Project, and create not less than Twenty (20) at least 29 new, full-time jobs in with respect thereto, all by the Project between January 1, 2014 and December 31, 2019 or lose the benefits of this Agreement prospectively, from that point, for failure to do so, in addition to repaying the full amount of any Infrastructure Credit previously received to the County within sixty (60) days of December 31, 2019. Provided, should the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage end of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitmentInvestment Period.

UNDERTAKINGS ON THE PART OF THE COMPANY. Section 3.1. Prior to execution of the Infrastructure Credit Agreement and subsequent to this Agreement, the Company may advance pay any acquisition or construction funds required in connection with the planning, design, acquisition, construction and or carrying out of the Project including any infrastructure. Section 3.2. The County will have no obligation to assist the Company in finding a bank any source of financing for all or any portion of the property constituting the Project and the Company may endeavor to finance the Project to the extent required to finance the cost of the acquisition and installation of the Project and the costs of the transaction. Section 3.3. If the Project proceeds as contemplated, the Company further agrees as follows: (a) To acquire, or cause to be acquired, acquire title to the assets constituting the Project; (b) To With respect to the Project, to indemnify, defend, defend and hold the County harmless from all pecuniary liability with respect to the Infrastructure Credit Agreement and the Project and to reimburse it for all reasonable out-of-pocket costs, including reasonable attorneys' fees of the County, and other reasonable out-of-pocket expenses to which it might be put in the fulfillment of its the County's obligations under this Agreement Agreement, the Infrastructure Credit Agreement, and any resolutions or ordinances approved same, and in the negotiation and implementation of its terms and provisions; (c) To perform such further acts and adopt such further proceedings as may be required to faithfully implement its undertakings hereunder; (d) To apply for, and use its best efforts to obtain, all permits, licenses, authorizations and approvals required by all governmental authorities in connection with the acquisition, construction, operation and use of the Project; (de) To indemnify, defend and hold the County and the elected officials, individual directorsmembers, officers, agents and employees thereof harmless against any claim or loss or damage to property or any injury or death of any person or persons occurring in connection with the planning, design, acquisition, construction, leasing leasing, operation and carrying out of the Project, including without limitation any environmental liability. The Company also agrees to reimburse or otherwise pay, on behalf of the County, any and all reasonable out-of-pocket expenses not hereinbefore mentioned incurred by the County in connection with the Project, including but not limited to the County’s attorneys fees. Any defense provided hereunder shall be with counsel acceptable to the County, the acceptance of which shall not be unreasonably withheld. This indemnity shall be superseded by a similar an equivalent or greater indemnity in the Infrastructure Credit Agreement;; and (ef) To invest not less than One Three Million Five Nine Hundred Thousand Dollars ($1,500,0003,900,000) and create not less than Twenty (20) new, full-time jobs of taxable investment in the Project between January 1, 2014 and by December 31, 2019 or lose 2016. Such investment requirement shall hereinafter be referred to as the benefits of this Agreement prospectively, from that point, for failure to do so, in addition to repaying the “Investment Requirement”. To create at least 89 new full amount of any Infrastructure Credit previously received to the County within sixty (60) days of time jobs by December 31, 20192016. Provided, should Such job creation requirement shall hereinafter be referred to as the Company invest the One Million Five Hundred Thousand Dollars ($1,500,000) and create Fifteen (15) or more jobs but less than Twenty (20) jobs on or before December 31, 2019, the Infrastructure Credit provided in this Agreement will still be provided, for the full six year term, but the percentage of the Infrastructure Credit will be prorated, based on the actual number of jobs created as a percentage of the full twenty (20) jobs expected, and the Company must repay to the County the difference between the Infrastructure Credit already received and that which should have been provided, based on the proration described in this subsection, within sixty (60) days following December 31, 2019. There is to be no proration of benefits for failure to make the investment commitment“Job Requirement”.