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<br />certify to the City that it will claim the exemption in 19 V.S.C. ~8lo(e) as it relates to <br />the FTZ Inventory owned by Company, if any, with respect to ad valorem taxes <br />payable to the City on such FTZ Inventory, only at the percentage rate agreed to <br />under Paragraph C of this agreement. <br /> <br />2. Immediately upon execution of this Agreement, the City shall issue a letter of non-objection in <br />substantially the form attached as Exhibit B, which is to be filed as part of the Company's <br />Application to Expand Foreign Trade Zone No. 84 to encompass the Complex <br /> <br />3. Company agrees that this Agreement is necessary for the Expansion of the Foreign Trade Zone <br />No. 84 to include the Complex, and such Expansion is in the best interest of the community. <br />Therefore, a violation by Company of this Agreement or a determination of its invalidity would <br />justify a reversal of such Expansion. <br /> <br />D. Miscellaneous Provisions <br /> <br />1. Governing Law. This Agreement will be interpreted under the laws of the State of Texas. <br /> <br />2. Binding Effect. This Agreement shall extend to and be binding upon and inure to the benefit of <br />the parties hereto, and their respective legal representatives, successors and assigns. It is agreed <br />that City Taxing Jurisdiction is a beneficiary of this Agreement and shall be entitled to enforce its <br />terms and seek damages for its breach. <br /> <br />3. Entire Agreement. This Agreement supersedes any prior understanding or oral agreements <br />between the parties with respect to the subject matter hereof and constitutes the entire <br />understanding and agreement between the parties with respect to the subject matter hereof, and <br />there are no agreements, understandings, restrictions, representations or warranties among the <br />parties with respect to the subject matter hereof other than those set forth herein or provided for <br />herein. <br /> <br />4. Agreement Does Not Affect Other Rights. Obligations or Agreements. This Agreement does not <br />supersede, modify or affect any other agreement that has been or may be entered into between <br />Company and any other taxing jurisdiction or any other person or entity. <br /> <br />5. Modification of Agreement. This Agreement may be modified only by written consent of all <br />parties. <br /> <br />6. Further Assurances. The parties covenant and agree that they will execute such other and further <br />documents as are or may become necessary or convenient to effectuate and carry out the purpose <br />of this Agreement, including specifically all payment in lieu of tax. agreements sought by Users. <br /> <br />7. Severability. To the extent permitted by law, a holding by any court that any part or any <br />provision in this Agreement is invalid, illegal or unenforceable in any respect, shall not affect any <br />other provision, and this Agreement shall be construed as if the invalid, illegal or unenforceable <br />provision had never been a part ofthe Agreement. <br />