Real Estate Taxes Borrower shall pay and discharge, and shall cause its Subsidiaries to pay and discharge, as and when due and payable, before any penalty attaches, all charges, impositions, levies, assessments and taxes (whether general, special or otherwise), water charges, sewer service charges and all other municipal or governmental charges, impositions, levies, assessments and taxes of any kind or nature that may be at any time levied, assessed or imposed upon or against any real property owned in fee by any Subsidiary or in which any Subsidiary has a leasehold interest (but only to the extent Borrower or any Subsidiary is required to pay such taxes in accordance with the terms of the lease), and shall promptly deliver to Collateral Agent upon Collateral Agent’s request therefor, duplicate receipts evidencing payment thereof prior to delinquency. Notwithstanding anything to the contrary in the foregoing, Borrower may contest any tax imposed, assessed, levied or due with respect to or from said real property, by instituting and diligently and in good faith prosecuting by appropriate judicial proceedings the validity or amount of a tax, charge, imposition or assessment (said tax, charge, imposition or assessment being hereinafter referred to in this Section as “impositions”) if (i) the contest or decision relating thereto will not and cannot result in the forfeiture of said real property or the Subsidiary’s leasehold interest therein prior to or pending resolution of such contest and the invalidity, forfeiture, loss of priority or unenforceability of Collateral Agent’s mortgage lien on said real property or the Subsidiary’s leasehold interest therein will not and cannot result from such contest or failure to pay such impositions, (ii) no Event of Default shall exist hereunder, and (iii) prior to commencement and during the duration of such proceeding, Borrower shall maintain adequate reserves on account of the failure to pay such imposition and/or the contest of the amount and/or validity thereof in accordance with GAAP. Upon resolution of such contest, Borrower shall promptly pay the impositions then due. If, at any time during the continuance of the contest described in the preceding sentence, said real property or the Subsidiary’s leasehold interest therein is, in Collateral Agent’s reasonable determination, in imminent danger of being forfeited, lost or rendered invalid or unenforceable, then, in any of said events, Borrower shall, at Collateral Agent’s demand, use the aforesaid reserve to pay such impositions and if such reserve is insufficient to pay in full the required payment, Borrower promptly shall pay the amount of such insufficiency.
Payment of Taxes and Assessments The lessee shall pay prior to delinquency all taxes and assessments accruing against the leasehold.
Payment of Taxes, Etc Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Borrower nor any of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.
Real Estate Taxes and Assessments Subject to Section 4(c) below, Tenant shall pay all Real Estate Taxes (as hereinafter defined) levied, assessed, accruing, or imposed from and after the Commencement Date, which shall become due and payable during the Term with respect to the Property. If any such Real Estate Taxes may, at the option of the taxpayer, be paid in installments, Tenant may exercise the option to pay the same in installments; provided Tenant pays all costs and charges related to such installment payment method. All Real Estate Taxes that shall be assessed with respect to a taxable year or period beginning on or before and ending after the Commencement Date or beginning on or before and ending after the Termination Date shall be apportioned pro rata between Landlord and Tenant on a per diem basis in accordance with the respective number of days in such taxable year or period during which this Lease is in effect. “Real Estate Taxes” shall mean the ad valorem real estate taxes levied against the Property (and the improvements and fixtures located thereon), betterment assessments, special benefit taxes and special assessments levied or imposed against the Property, taxes levied or assessed on gross rentals payable by Tenant to the extent charged, assessed or imposed upon tenants in general which are based upon the rents payable under this Lease, any impact fees levied or assessed, whether or not billed by the taxing authority as a special benefit tax or a special assessment, all taxes levied or assessed on the Property that are in addition to or in lieu of taxes that are currently so assessed, and penalties and interest related to Real Estate Taxes if the applicable Real Estate Tax bills have been forwarded to Tenant in a timely manner; provided, however, that Real Estate Taxes shall not include any Excluded Taxes. “Excluded Taxes” shall mean, without limitation, Landlord’s income taxes, gift taxes, excess profit taxes, excise taxes, franchise taxes, estate, succession, inheritance and realty transfer taxes resulting from the transfer of any direct or indirect interest in the Property by Landlord unless such taxes replace Real Estate Taxes in the future (except as expressly set forth in the last sentence of this Section 4(a)), and any interest or penalty charges resulting solely from Landlord’s failure to promptly deliver the Real Estate Tax bills to Tenant if the applicable taxing authority has forwarded the tax xxxx to Landlord rather than Tenant. All special benefit taxes and special assessments shall be amortized over the longest time permitted under ordinance and Tenant’s liability for installments of such special benefit taxes and special assessments not yet due shall be paid in full prior to the expiration or termination of this Lease; provided, that the useful life of any such improvements do not extend beyond the expiration of the Term. Tenant shall also pay, directly to the applicable Governmental Authority (as hereinafter defined), any storm water charges, fees and taxes and use and occupancy tax in connection with the Property or any improvements thereon (or in the event Landlord is required by law to collect such tax, Tenant shall pay such use and occupancy tax to Landlord as Rent within thirty (30) days of written demand and Landlord shall remit any amounts so paid to Landlord to the appropriate Governmental Authority in a timely fashion) and deliver evidence of such payment to Tenant within ten (10) days of making such payment or within ten (10) days of receipt of Tenant’s request for such evidence of payment.
Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.
REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property.
(b) All income and all operating expenses from the Entire Property shall be prorated between the parties and adjusted by them as of the date of Closing. Seller shall be entitled to all income earned and shall be responsible for all expenses incurred prior to the date of Closing, and Buyer shall be entitled to its proportionate share of all income earned and shall be responsible for its proportionate share of all operating expenses of the Entire Property incurred on and after the date of closing.
Payment of Taxes and Charges All shares of Common Stock issuable upon the exercise of this Warrant pursuant to the terms hereof shall be validly issued, fully paid and nonassessable, and without any preemptive rights. The Company shall pay all expenses in connection with, and all taxes and other governmental charges that may be imposed with respect to, the issue or delivery thereof.
Payment of Taxes The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.
Payments Net of Taxes All payments made by the Borrowers under this Agreement or any other Loan Document shall be made free and clear of, and without reduction or withholding, unless required by Law, for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, and all liabilities with respect thereto, excluding
(i) in the case of the Agent and each Lender, income or franchise taxes imposed on the Agent or such Lender by the jurisdiction under the laws of which the Agent or such Lender is organized or any political subdivision or taxing authority thereof or therein or as a result of a connection between such Lender and any jurisdiction other than a connection resulting solely from this Agreement and the transactions contemplated hereby, and
(ii) in the case of each Lender, income or franchise taxes imposed by any jurisdiction in which such Lender's lending offices which make or book Loans are located or any political subdivision or taxing authority thereof or therein (all such non-excluded taxes, levies, imposts, deductions, charges or withholdings being hereinafter called "Taxes"). If any Taxes are required to be withheld or deducted from any amounts payable to the Agent or any Lender under this Agreement or any other Loan Document, the Borrowers shall pay the relevant amount of such Taxes and the amounts so payable to the Agent or such Lender shall be increased to the extent necessary to yield to the Agent or such Lender (after payment of all Taxes) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement and the other Loan Documents. Whenever any Taxes are paid by the Borrowers with respect to payments made in connection with this Agreement or any other Loan Document, as promptly as possible thereafter, the Borrowers shall send to the Agent for its own account or for the account of such Lender, as the case may be, a certified copy of an original official receipt received by the Borrowers showing payment thereof.
Proration of Taxes For purposes of this Agreement, in the case of any Straddle Period, (a) Property Taxes for the Pre-Closing Tax Period shall be equal to the amount of such Property Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days during the Straddle Period that are in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period, and (b) Taxes (other than Property Taxes) for the Pre-Closing Tax Period shall be computed as if such taxable period ended as of the close of business on the Closing Date.
