Common use of Incentive Agreements Clause in Contracts

Incentive Agreements. Copies of the Incentive Agreement have been provided to Buyer as part of the Property Information From and after the Closing Date, Buyer agrees to assume the obligations, agreements, covenants and restrictions under the CRA Agreement as to the Property, which Buyer shall evidence such assumption by executing an assumption agreement substantially in the form of "Assumption Agreement" attached as Exhibit C to the CRA Agreement, which is also attached hereto as Exhibit B (as 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 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 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 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 benefits and obligations of Seller and/or Company under the Incentive Documents. Seller and/or Company shall have the right to further modify or assign to Seller some or all of the Incentive Agreements during the pendency of this Agreement, including ,without limitation, to update same as to the anticipated construction of the Improvements and the structure of this transaction provided that Buyer shall be provided with copies of all such modifications or 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 any of the Incentive Agreements, to the extent such default affects or relates to the Property. The benefits and obligations under this Section 4.10 of this Agreement shall survive the Closing.

Incentive Agreements. Copies The Incentive Agreements are in full force and effect Seller has provided Buyer with true, correct and complete copies of the Incentive Agreement have been provided to Buyer as part of the Property Information From and after the Closing Date, Buyer agrees to assume the obligations, agreements, covenants and restrictions under the CRA Agreement as to the Property, which Buyer shall evidence such assumption by executing an assumption agreement substantially in the form of "Assumption Agreement" attached as Exhibit C to the CRA Agreement, which is also attached hereto as Exhibit B (as 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 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 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 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 benefits and obligations of Seller and/or Company under the Incentive Documents. Seller and/or Company shall have the right to further modify or assign to Seller some or all of the Incentive Agreements during Seller has not given or received any written notice of any breach or default under the pendency Incentive Agreements which remains uncured. To Seller's knowledge, the Company is in full compliance, in all material respects, with its obligations under the Incentive Agreements. "Seller's knowledge," as used in this Agreement means the current actual knowledge of this Agreement▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇ ▇▇▇▇▇▇, who are Managing Directors of Prologis, Inc, an affiliate of Seller, without any duty of inquiry or investigation and without personal liability whatsoever. Seller's representations and warranties concerning the Property (collectively, the "Property Representations") are qualified by any knowledge obtained by Buyer (including ,without limitation, to update same as to the anticipated construction Buyer's receipt of the Improvements Estoppel Certificate), and in the structure of this transaction provided that Buyer shall be provided with copies of all such modifications or assignments and, if any such modification shall materially and adversely alter any obligation being assumed by Buyer, shall be subject to event Buyer's prior ,written consent, not election to be unreasonably withheld, conditioned or delayed. If Buyer receives any amounts owing to proceed with the owner purchase of the Property subsequent pursuant to Closing with respect Section 2.3 above, then Buyer shall consummate the acquisition of the Property subject to such qualification without any adjustment 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 BuyerPurchase Price. Seller agrees may further qualify the Property Representations by notice, specifying with reasonable particularity the facts and circumstances known to Seller that it shall also use commercially reasonable efforts to have make the Assumption Agreement modified to include the following provision: The County acknowledges through the Transfer Dateapplicable Property Representation false, that the CRA Agreement is in full force and effect, and hereby waives any and all failures by the Company, any Occupantmisleading, or anyone else with regard inaccurate, delivered to compliance with Buyer before the obligations Closing Date. If Seller delivers a Property Representation notice or if after the expiration of the CRA Agreement and the Transferred Initial Due Diligence Period Buyer obtains knowledge of any facts or circumstances that makes any Property through the Transfer Date. In the event the County does not agree Representation false, misleading or inaccurate (herein collectively referred 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 "Exception Matters") within less than 3 business days before the Closing, Seller shall provide written then Buyer may by notice to Buyer in Seller extend the event Seller becomes aware Closing Date to that day which is 3 business days after the Company has received written notice date of receipt of the company's default under Property Representation notice or after obtaining knowledge of such Exception Matters. If any Exception Matters reflects a Material Adverse Change (as defined in Section 2.3 above) which prevents the transaction from proceeding, then Buyer, as its sole remedy, may terminate this Agreement within 3 business days after receipt of such notice, receive a refund of the Incentive Agreements▇▇▇▇▇▇▇ Money, to the extent such default affects or relates to the Property. The benefits and neither party shall have any further rights and obligations under this Section 4.10 Agreement except as provided in Sections 2.2, 2.3 and 10.2 of this Agreement; provided, that if Buyer so elects to terminate this Agreement, Seller shall have the right, but not the obligation, to cure such Exception Matters within 60 days (and the Closing shall be delayed to the extent necessary to allow Seller the entire 60-day period within which to effect such cure) and if Seller cures such Exception Matters, then Buyer's right to terminate this Agreement as a result of such Exception Matters shall be revoked, null and void and this Agreement shall survive continue without termination (and, if the ClosingClosing Date is extended, Closing shall occur on the date that is 5 days after Seller cures such Exception Matters).