Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 3 contracts
Sources: Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc), Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Landlord and Tenant shall cooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as of the Effective Date. Tenant shall pay to Landlord as additional rent an amount equal to before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all general real estate taxes estate, municipal utility district and special other similar taxes, assessments, if anyad valorem taxes, levied water and sewer charges, sales tax on Rent, all gross receipts or “margin” tax assessed against the PremisesLandlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, dues or assessments, general or special of any part thereofassociation to which the Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) which accrue may be charged, assessed, levied, imposed upon or become due and payable, during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord if, by Law, any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay all the same (and any accrued interest on the unpaid balance) in installments and shall be required to pay only such tax bills prior to installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Termother than December 31, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth only be liable for the Impositions accruing during the Term (1/12th) of such that the prior years real estate tax bills. Said real estate tax payments same shall be reconciled upon receipt of the second installment real estate tax bills prorated between Landlord and Tenant for each year of the Lease Termsuch calendar year). If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunderbenefit of any abatements or reduction of any Impositions during the Term and, orin all events, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount be entitled to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes tax incentives, rebates, discounts or other similar payments or inducements which Tenant may negotiate for and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon receive (even though allocable to the Premises, or ) from any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, governmental authority with regard to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property location of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in business on the Premises or any leasehold improvements made in otherwise. All reductions, refunds, or rebates of Impositions applicable to the Premises by or for Term shall belong to Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Asbury Automotive Group Inc), Asset Purchase Agreement (Asbury Automotive Group Inc)
Impositions. Tenant Subject to Article 11 relating to contests, Lessee, at Lessee’s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Lessee as provided herein, shall be prima facia evidence for all purposes of this Lease of the existence, amount and validity of such Imposition. Upon the occurrence and continuance of an event of default, at the option of Lessor, which may be exercised by written notice to Lessee, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by Lessor. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Lease (Atlantic Express Transportation Corp), Lease (Atlantic Express Transportation Corp)
Impositions. Tenant Before interest or penalties are due thereon and otherwise ----------- before the same shall become delinquent, the Company shall pay and discharge, or cause to Landlord as additional rent an amount equal be paid or discharged, all taxes of every kind and nature (including real and personal property taxes on the Mortgaged Property, income, franchise, withholding, profits and gross receipts taxes, any tax imposed directly or indirectly on Mortgagee (but not including income taxes) with respect to the Mortgaged Property or this Mortgage, the value of the equity of Mortgagor and/or the Company therein, or the indebtedness evidenced by the Reimbursement Agreement), all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general real estate taxes and special assessments, if anylevies, levied against the Premisespermits, inspection and license fees, all mortgages and other liens which may be permitted by Mortgagee, all water and sewer rents and charges, or payments in lieu of such taxes, assessments or water and sewer rents and charges, and all other charges and liens whether of a like or different nature, even if unforeseen or extraordinary, imposed upon or assessed against Mortgagor and/or the Company or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease TermMortgaged Property or arising in respect of the occupancy, use or possession thereof; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) if by law any of the prior years real estate tax bills. Said real estate tax payments shall foregoing may be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen paid in installments (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after interest shall accrue on the Commencement Date. If unpaid balance thereof the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall Company may pay the general real estate tax bills levied against same in installments (together with interest accrued on the Premises, or any part thereof, for unpaid balance thereof as the second installment of 2005 and the first installment of 2006 when said tax bills same respectively become due, notwithstanding before any fine, penalty or cost attaches thereto. The Company shall comply in all respects with all agreements, mortgages, covenants, and restrictions now or hereafter affecting the Realty or Improvements; provided, however, that said taxes will have accrued for periods prior the Company's failure to the commencement of the Lease Term. In addition, Tenant so comply shall not less than five (5) days prior constitute an Event of Default hereunder if such failure would not have a material adverse effect on Mortgagor, the Company or the Mortgaged Property. The obligations referred to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills Section are hereafter hereinafter collectively referred to as the “"Impositions”)". Tenant If the Company shall provide Landlord evidence of payment fail to timely pay or perform any of the Impositions within three Impositions, Mortgagee may, after having given twenty (320) days days' prior notice to the Company, pay or perform the same, and add the amount so paid or the cost incurred to the indebtedness evidenced by the Reimbursement Agreement, and all such amounts shall on demand be due and payable, together with interest thereon from the date of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing such demand at the commencement rate set forth in the PNC Loan Documents. Nothing in this Section 3 shall require the payment or discharge of any Imposition so long as the Company shall, after complying with each of the term hereof shall be altered so that any new taxfollowing conditions, assessmentin good faith and at its own expense, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon contest the Lease or Premises, same or the Base Rentvalidity thereof by appropriate legal proceedings diligently pursued. Before commencing any such proceedings, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto Company shall: (i) levied against, upon, measured by or reasonably attributable notify Mortgagee in writing of its intent to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoingdo so; (ii) levied upon ascertain that such proceedings will operate to prevent the collection thereof or with respect to other realization thereon and the possession, leasing, operation, management, maintenance, alteration, repair, use sale or occupancy by Tenant forfeiture of the Premises Mortgaged Property or any part thereof to satisfy the same; and (iii) provide security reasonably satisfactory to Mortgagee assuring the discharge of the Company's obligation under this Section 3 and of any additional interest, charge, penalty, or expense arising from or incurred as a result of such contest. Notwithstanding the foregoing, if at any time payment of any Imposition shall become necessary to prevent a lien foreclosure sale of the Mortgaged Property or any portion thereof; or (iii) levied upon this transaction or any document thereof because of nonpayment of such Imposition, then the Company shall pay the same in sufficient time to which Tenant is a party creating or transferring any interest or an estate in prevent the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofforeclosure sale.
Appears in 1 contract
Sources: Mortgage, Security Agreement and Fixture Filing (V I Technologies Inc)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant's right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against 35 partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other bill ▇▇▇ated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord's failure to remit any such Imposition in an amount equal accordance with Tenant's reasonable instructions or Landlord's failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other bill ▇▇▇ated to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord's prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. Tenant shall (a) Borrower will pay to Landlord as additional rent an amount equal to all general real estate taxes each Imposition at least 15 days before the date (the “Imposition Penalty Date”) that is the earlier of (i) the date on which the Imposition becomes delinquent and special assessments(ii) the date on which any penalty, interest or charge for non-payment of the Imposition accrues. Notwithstanding the foregoing, Lender will cause the Accumulations Depositary (i.e. the pledge agent), if any, levied against under the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall Tax Pledge to pay all such tax bills Real Estate Taxes (i.e. all “Taxes” as defined in the Tax Pledge) on or prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During earlier of the Lease Term, Tenant shall pay to Landlord monthly deposits dates set forth in an amount equal to one twelfth clauses (1/12thi) and (ii) of the prior years real estate tax bills. Said real estate tax preceding sentence, provided that (A) without limiting any other provisions set forth herein, Borrower has timely paid to said pledge agent for deposit in the account established under the Tax Pledge sufficient funds for the payment of such Real Estate Taxes (and any other Real Estate Taxes then due and owing any other “Tax Authority”, as defined in the Tax Pledge) and all fees and other amounts that may then be due under the Tax Pledge (it being acknowledged and agreed that the reference set forth in this clause (A) to “timely paid” shall mean that Borrower has made such payments shall be reconciled upon receipt to said pledge agent for deposit in such account at least 15 days before the Imposition Penalty Date), (B) in accordance with the terms of the second installment real estate tax bills for Tax Pledge, Lender or said pledge agent has received a bill or other evidence of such Real Estate Taxes not less than 15 Business Days before the Imposition Penalty Date and (C) no Event of Default has occurred and is then continuing (the conditions set forth in clauses (A)-(C), collectively, the “Payment Conditions Precedent”). In the event each year of the Lease Term. If Payment Conditions Precedent has been satisfied in a timely manner and the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled pledge agent fails to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, applicable Real Estate Taxes on or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement Imposition Penalty Date, Lender (without waiving any rights Lender may have against such pledge agent) shall cause such Real Estate Taxes to be paid and shall hold Borrower harmless from any penalties that may accrue as a result of any such non-payment or late payment (provided that Borrower shall promptly advise Lender in writing of any notice of non-payment or late payment that Borrower may receive from the Lease Term. In additionapplicable Tax Authority).
(b) At least 10 days before each Imposition Penalty Date, Tenant Borrower will deliver (or cause to be delivered) to Lender or its designated agent a receipted bill or other evidence of payment (provided that Borrower shall be deemed to have satisfied such requirement in the event and to the extent the applicable governmental authority shall have delivered such receipted bill or other evidence of payment to Lender or such designated agent).
(c) Borrower, at its own expense, may contest any Taxes or Assessments, provided that the following conditions are met:
(i) not less than five (5) 30 days prior to the due date pay as additional rent any and all special taxes and assessmentsImposition Penalty Date, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required Borrower delivers to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment Lender notice of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; proposed contest;
(ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy contest is by Tenant of the Premises or any portion thereof; or a Proceeding promptly initiated and conducted diligently and in good faith;
(iii) levied upon this transaction there is no Event of Default;
(iv) the Proceeding suspends the collection of the contested Taxes or Assessments;
(v) the Proceeding is permitted under and is conducted in accordance with the Leases and the Property Documents;
(vi) the Proceeding precludes imposition of criminal or civil penalties and sale or forfeiture of the Property and Lender will not be subject to any document civil suit; and
(vii) Borrower either deposits with the Accumulations Depositary reserves or furnishes a bond or other security satisfactory to which Tenant is a party creating Lender, in either case in an amount sufficient to pay the contested Taxes or transferring any Assessments, together with all interest and penalties or an estate in Borrower pays all of the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofcontested Taxes or Assessments under protest.
Appears in 1 contract
Impositions. Tenant shall pay or cause to Landlord as additional rent an amount equal be paid Tenant's Proportionate Share of the Impositions attributable to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue period during the Lease TermTerm before any fine, including such taxes which accrue during the Lease Term but are due and payable penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for nonpayment. Within thirty (30) days after the expiration receipt of written Notice of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to amount of Tenant's Proportionate Share of the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease TermImpositions, Tenant shall pay such amount to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax billsLandlord. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereofits expense, to the extent that they are so measured required or basedpermitted by Legal Requirements, shall be deemed prepare and file all tax returns required to be included within the term Impositions for the purposes hereoffiled by Landlord, and Tenant, at its expense, to the extent that such Impositions would required or permitted by Legal Requirements, shall prepare and file all tax returns and reports required to be payable if the Premises were the only property of Landlord subject to such Impositions, and filed by Tenant shall pay and discharge the same as herein provided in respect of the payment any Imposition as may be required by any Government Agency. Provided that no Default or Event of Impositions. There Default shall have occurred and be continuing, if any refund shall be excluded due from Impositions all federal or state income taxesany taxing authority in respect of any Imposition paid by Tenant, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes Tenant's Proportionate Share of Landlord. In addition to the taxes described above, Tenant such refund shall be responsible for and shall pay prior paid over to delinquency any and all taxes, whether or not customary or now within the contemplation Tenant. Upon request of the parties hereto (i) levied againstother, upon, measured Landlord and Tenant each shall provide such data as is maintained by or reasonably attributable the party to Tenant’s equipment, furniture, fixtures and other personal property located in whom the Premises or any leasehold improvements request is made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possessionLeased Premises as may be necessary to prepare any required returns and reports. In the event that Government Agencies classify any portion of the Leased Premises covered by this Lease as personal property, leasingTenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Upon request, operationeach party shall provide, managementto the extent it possesses the same, maintenancethe other with cost and depreciation records necessary for filing returns for any portion of the Leased Premises so classified as personal property. Landlord shall use its best efforts to give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, alterationHOWEVER, repairthat Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Notwithstanding the provisions of this Section, use in the event that Landlord, in its sole discretion, determines that it will deliver payment of any Impositions referred to in this Section to the appropriate taxing or occupancy by Government Agencies, then, in such event, Landlord agrees to notify Tenant of the Premises delivery of payment of said Impositions by Landlord to the appropriate taxing or Government Agencies and the amount of Tenant's Proportionate Share of such Impositions so paid by Landlord to the appropriate taxing or Government Agencies, and the amount of Tenant's Proportionate Share of such Impositions paid by Landlord on account of said Impositions thereafter shall be reimbursed and paid by Tenant to Landlord on the next succeeding Minimum Rent payment date and shall be added to the next or any portion thereof; subsequent rent thereafter to become due as Landlord elects and shall be collectible as such as Additional Rent. It is understood and agreed by Landlord and Tenant that notwithstanding Landlord's determination pursuant to this Section to deliver the payment of said Impositions to the appropriate taxing or (iii) levied upon Government Agencies, that the obligation to pay Tenant's Proportionate Share of said Impositions during the Term of this transaction Lease shall be the obligation of Tenant hereunder at all times whether said Impositions shall be paid by Tenant directly to Landlord or reimbursed to Landlord as stipulated herein if Landlord so elects. Furthermore, it expressly is understood that payment by Landlord of any document said Impositions, whether pursuant to which Tenant is a party creating this Section or transferring any interest or an estate in the Premises. Upon demand by LandlordEvent of Default hereunder, shall not be deemed to waive or release the obligation of Tenant shall furnish to make payment for said Impositions or to waive or release any rights of Landlord satisfactory evidence of payment thereofhereunder.
Appears in 1 contract
Sources: Training Center and Fractional Ownership Agreement (Training Devices International Inc)
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Commencing on the Effective Date and thereafter throughout the Term, Tenant shall pay or cause to Landlord be paid as additional rent an amount equal to Additional Rent, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all general real estate taxes and special taxes, payments in lieu of taxes, assessments, if anywater and sewer rents, levied against rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the PremisesTerm of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any part thereofthereof or any appurtenance thereto, which accrue during whether such charges are made directly to Tenant or through or in the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration name of the Lease TermLandlord, including, without limitation, all Special Taxes (all such taxes, Special Taxes, payments in lieu of taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges being hereafter referred to as “Impositions”); provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth that
(1/12tha) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against water and sewer tap charges imposed as a condition to Tenant’s obtaining a building permit and Tenant hereby irrevocably assigns to Landlord all credits available by reason of the Premisesconstruction by Landlord’s Affiliates of the infrastructure improvements to National Harbor.
(b) If, or by law, any part thereofImposition may at the option of the taxpayer be paid in installments, Tenant may pay the same in such installments over such period as the law allows and Tenant shall only be liable for such installments as shall become due during the Term of this Lease; and
(c) All Impositions for the second installment of 2005 and fiscal years in which the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term Term of this Lease shall begin and end shall be apportioned so that Tenant shall pay only those portions thereof which correspond with the portion of said year as is within the Term hereby demised. Tenant and its Affiliates shall not institute any judicial or administrative proceedings or actions challenging (such real estate taxes w) the validity, due authorization or adoption or enforceability of CR-25-2004, ▇▇-▇▇-▇▇▇▇, ▇▇ 26-2004 and water bills are hereafter referred to as CB-24-2004 (the “ImpositionsLegislation”) or CR-23-2008 or similar bond or financial incentive enacted in lieu thereof (the “SHOT Legislation”). Tenant shall provide Landlord evidence , (x) the creation of payment of districts thereunder, (y) the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessmentimposition, levy, imposition collection or chargeenforcement of any Special Tax, or any part thereofthe Hotel Tax, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent Special Hotel Rental Tax or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, except to the extent that they are so measured permitted under the Legislation or basedthe SHOT Legislation (collectively “Special Taxes”), shall be deemed to be included within (z) the term Impositions for the purposes hereofextension, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect expansion or increase of the payment Special Taxes, so long as the rate of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or such Special Taxes is not customary or now within the contemplation of the parties hereto more than five percent (i5%) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises aggregate; provided that in no event shall Tenant or any leasehold improvements made in of its Affiliates be prohibited or restricted from objecting to or contesting the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value amount of any of the foregoing; (ii) levied upon or with respect to the possessionSpecial Taxes, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises assessment or any portion thereof; other levy imposed under the Legislation or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofSHOT Legislation.
Appears in 1 contract
Impositions. (a) Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes taxes, assessments for local improvements, water, and special assessmentsstorm and sanitary sewer rates and charges, if anylicenses and permit fees, levied against personal property taxes, other taxes, and governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever which are assessed, levied, confirmed, imposed, or become a lien upon the Premises, or any part thereof, which accrue become payable during the Term of this Lease Termor any renewal or extension thereof (the "Impositions"), including such taxes which accrue during payment thereof to be made before any fine, penalty, interest, or cost may be added thereto for the Lease Term but are due and payable after the expiration of the Lease Termnonpayment thereof; provided, however, that Landlord shall pay all such tax bills prior to if by law any Imposition is payable, or may at the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Termpaid, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlordin installments, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes Imposition, Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable and before any fine, penalty, interest, or cost may be added thereto for the nonpayment of any such installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in a period of time prior to commencement date hereof or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year expiration of the Lease Term, then Tenant Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end adjusted between Landlord and Tenant as of the Lease Term, Landlord shall pay commencement date hereof or such excess amount to Tenant within fourteen (14) days after written demand from Tenantexpiration date. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than Forty-five (545) days prior to the due date pay expiration of the Term, Landlord shall ▇▇▇▇ Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the fiscal period of the taxing authorities, as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoeverreasonably estimated by Landlord, which accrue or may shall not be levied, assessed or imposed subject to re-adjustment. Such pro rata billing shall be based upon the PremisesImpositions for the previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of receipt thereof; provided, however, that if the Impositions for the last fiscal year of the taxing authorities into which the Term extends shall vary from those of the previous fiscal year, Tenant and Landlord shall make a final adjustment at the end of the last such fiscal year based upon the Impositions actually paid by Landlord, and any such liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of this Lease.
(b) Nothing hereinabove contained shall require Tenant to pay sums owing under Landlord's mortgage or mortgages, any franchise, estate, inheritance, succession, capital levy, stamp levy, stamp tax, or transfer of Landlord or any income, excess profits, or revenue tax, or any part thereofother tax, assessment, charge, or any ad valorem taxes for any personal property used in connection therewithlevy based on or measured by the gross income or capital stock of Landlord or upon the net rental payable by Tenant under this Lease; provided, which Landlord shall be required to payhowever, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If that if at any time during the term Term of this Lease an occupation or excise tax on rents is levied or assessed against Landlord or the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new taxnet rental, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based as a substitution in whole or in part upon for taxes assessed or imposed on the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, same shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such "Impositions, " as hereinabove defined and Tenant shall pay and discharge the same as herein provided in accordance with the provisions of this subsection in respect of to the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition Landlord covenants to the taxes described above, forward promptly to Tenant shall be responsible for and shall pay prior to delinquency any and all notices or statements relating to taxes, whether assessments, fees, water, sewer, or not customary other rent, rate or now charge, excise, levy, license fee, permit fee, inspection fee, or other authorization fee and Landlord shall indemnify Tenant (without hereby implying any rights of abatement, diminution, reduction, deduction, or setoff), upon notice from Tenant, for penalty, late charge, delinquency charge, or damages incurred by Tenant due to failure of Landlord to so forward said notice or statement. Tenant shall furnish to Landlord, within thirty (30) days after the contemplation date when any Imposition is due, official receipts of the parties hereto (i) levied againstappropriate taxing authority or other evidence satisfactory to Landlord evidencing payment thereof. The certificate, uponadvice, measured or ▇▇▇▇ of nonpayment of any Imposition from the appropriate official designated by law to make or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in issue the Premises or any leasehold improvements made in same or to the Premises by or for Tenant, regardless receive payment of whether title to such improvements any Imposition shall be in Landlord prima facie evidence that such Imposition is due and unpaid at the time of the making or Tenantissuance of such certificate, advice, or levied upon, measured by ▇▇▇▇ of nonpayment.
(a) In the event that Tenant shall contest the collection or reasonably attributable to cost or value assessment of any tax, assessment, fee, water or sewer charge or rate, excise, or levy by legal proceedings or other appropriate action, then Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to contest such, and on written demand by Landlord shall make a sufficient deposit of funds with an escrow agent designated by Landlord in such written demand or provide a surety bond in amount sufficient to cover the total contested amount plus penalties and interest thereon less any sum previously paid into court or paid to the charging entity or provide such security as may be required by the holder of the foregoing; (ii) levied upon or first-lien deed of trust with respect to the possessionPremises. Such deposit shall remain with the escrow agent until such contest is concluded by final judgment or is otherwise satisfied; provided, leasinghowever, operation, management, maintenance, alteration, repair, use or occupancy that in the event that Landlord reasonably deems itself in danger of losing its interest in the Premises because of action by Tenant the taxing authority prior to the conclusion of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which contest, the funds shall be released immediately without the necessity of further authorization from Tenant. If it be determined that Tenant is a party creating or transferring liable for any such payment, the funds shall be paid to the extent of such payment to the charging entity, together with interest or an estate in and penalties due thereon, if any, and the Premisesbalance, if any, shall be returned to Tenant. Upon demand In the event that the amount of such deposit is insufficient to make such payment, together with interest and penalties due thereon, after such final judgment, the deficit shall be paid by LandlordTenant; provided, however, that Landlord may, at its option, pay such deficiency and the amount so paid shall be due immediately from Tenant as Additional Rent hereunder. If, however, Tenant prevails in its contest, such funds shall furnish Landlord satisfactory evidence of payment thereofbe returned to Tenant.
Appears in 1 contract
Sources: Lease Agreement (Am General Corp)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant’s right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other ▇▇▇▇ related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition in an amount equal accordance with Tenant’s reasonable instructions or Landlord’s failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other ▇▇▇▇ related to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord (a) Borrower shall pay all Impositions before the same become delinquent and, upon written request, shall furnish to Lender duplicate receipts for such tax bills prior payment. Unless Lender has paid such Impositions directly on Borrower's behalf, Borrower shall furnish to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant Lender evidence that all Impositions are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than paid at least five (5) days Business Days prior to the due last date pay as additional rent for payment of such Impositions and before imposition of any penalty or accrual of interest.
(b) Notwithstanding the foregoing, Borrower may, in good faith, with reasonable diligence and at Borrower's sole cost and expense, contest the validity or amount of any Impositions, provided that:
(i) Such contest prevents the collection of the Contested Taxes and the sale or forfeiture of all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required of the Property to pay, accruing or becoming due and payable during satisfy the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three Contested Taxes; and
(3ii) days Borrower notifies Lender in writing of Landlord’s request therefor. If at Borrower's intent to contest before any time during Contested Taxes have been increased by any interest, penalties or other costs; and
(iii) Borrower has deposited with Lender to be held by Lender, together with the term sums provided in subsection (c) below, a sum of this Lease money which taken with the method of taxation prevailing at deposits already held by Lender pursuant to subsection (c) below is sufficient in Lender's judgment to pay the commencement amount of the term hereof Contested Taxes, including interest and penalties, and Borrower shall be altered so that any new tax, assessment, levy, imposition or chargeincrease such deposits upon demand by Lender whenever Lender deems such additional deposit necessary to cover the cost of additional interest and penalties.
(c) If Borrower fails to pursue the proceeding for the Contested Taxes with reasonable diligence, or any part thereofif Borrower fails to deliver to Lender the additional deposits required in this subsection (c), shall be measured by or be based in whole or in part upon the Lease or PremisesLender may, or the Base Rentat Lender's option, apply such additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, deposits to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied of the Contested Taxes, including all penalties and interest. If the amount of the additional deposits is insufficient to pay the Contested Taxes together with all interest and penalties, Borrower shall upon this transaction or any document demand deposit an amount sufficient to which Tenant is make such payment of the Contested Taxes in full. Provided no Event of Default then exists and Borrower has notified Lender in writing that Borrower has obtained a party creating or transferring any interest or final disposition of the Contested Taxes, together with an estate official tax ▇▇▇▇ for such Contested Taxes, Lender shall use the funds on deposit with Lender, together with the Monthly Tax Deposits relating to such Contested Taxes, to pay the Contested Taxes in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoffull.
Appears in 1 contract
Sources: Loan and Security Agreement (Stratus Properties Inc)
Impositions. Tenant Subject to Article 11 relating to contests, ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. At the option of Lessor, which may be exercised by written notice to ▇▇▇▇▇▇, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by ▇▇▇▇▇▇. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Lease Agreement
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, . Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Impositions. Tenant All payments to be made by Borrower under the Receivables Loan Documents shall be free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to Landlord as additional rent an amount equal to the laws of each of Mexico and the United States of America, and in all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills events prior to the due date thereofon which penalties apply, subject in addition to receiving reimbursement from Tenant the other payments provided for in the Receivables Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the United States of America (or any political subdivisions of either) as provided hereina result of inclusion in income of Lender of any amount required by this paragraph 6.1(g) to be paid to or for Lender or FPSI. During In that regard, but without limiting the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) generality of the prior years real estate tax bills. Said real estate tax payments foregoing, the Basic Interest, the Default Rate, the Receivables Loan Fee, the Custodial Fee, the Availability Fee, any prepayment premiums and any other amounts payable under the Receivables Loan Documents on which Impositions may be imposed shall be reconciled upon receipt "grossed up" by any such Impositions which may be imposed, in the way of withholding payments or otherwise, so that after taking into account the second installment real estate tax bills for each year payment of such Impositions, Lender and FPSI receive, at the Lease Termtimes and frequencies required under the Receivables Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant Borrower shall pay promptly make such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior withholding payments to the commencement Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the Lease Term. In additionmaking of such withholding payments, Tenant shall not less than supply Lender with true and correct copies of such receipts within five (5) days prior to the due date pay as additional rent any Business Days following receipt thereof and all special taxes and assessments, water rates and shall in all other impositions, ordinary respects comply with all applicable Mexican and extraordinary, United States of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or America tax laws with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant making of such Imposition payments. FPSI is hereby expressly made a third-party beneficiary of the Premises or any portion thereof; or (iii) levied upon provisions of this transaction or any document paragraph and shall have the right to which Tenant is enforce this paragraph against Borrower in the same manner as if FPSI were a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofto this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Cr Resorts Capital S De R L De C V)