Common use of Property Operating Expenses Clause in Contracts

Property Operating Expenses. The term “Property Operating Expenses” shall mean and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs. Notwithstanding the foregoing, Property Operating Expenses shall not include: (a) the cost of capital improvements (except as set forth in this Lease); (b) depreciation; (c) all fees, costs, principal payments of mortgage and interest related to any mortgage(s) or deed(s) of trust, all payments made under any ground or underlying lease and all other non-operating debts of Landlord; (d) the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; (e) costs in connection with leasing space in the Building, (including, without limitation, brokerage commissions, marketing costs, attorneys’ fees, lease concessions, rental abatements and construction allowances granted to specific tenants); (f) costs incurred in connection with the sale, financing or refinancing of the Leased Premises (other than any increase in Real Property Taxes that may result therefrom); (g) fines, interest and penalties incurred due to the late payment by Landlord of Property Operating Expenses (unless caused by the act or omission of Tenant); (h) organizational expenses associated with the creation, maintenance and operation of the entity which constitutes Landlord; (i) any penalties or damages that Landlord pays to Tenant under this Lease; (j) costs associated with damage or repairs to any part of the Project or necessitated by the gross negligence or willful misconduct of Landlord or any Landlord Related Party; (k) reserves for Landlord’s repair, replacement or improvement of the Leased Premises or any portion thereof; (1) executive salaries and benefits; (m) legal fees, accountant fees and other expenses incurred in connection with the defense of Landlord’s title to or interest in the Leased Premises or any part thereof; or (n) any costs, fines, or penalties incurred due to violations by Landlord or any Landlord Related Party of any governmental rule or authority, this Lease, or due to Landlord’s gross negligence or willful misconduct.

Property Operating Expenses. The term “Property Operating Expenses” shall mean expenses for the Properties, including (i) insurance premiums for insurance policies with terms extending beyond the Closing Date that are not required to be cancelled effective as of the Closing in accordance with the last sentence of this Section 8.5(e), and include all Real Property Taxes, plus all Landlord’s Insurance Costs, plus all Property Maintenance Costs. Notwithstanding the foregoing, Property Operating Expenses shall not include: (aii) the cost of capital improvements (except as set forth in this Lease); (b) depreciation; (c) all fees, costs, principal payments of mortgage reimbursable expenses and interest related other compensation and amounts properly payable to any mortgage(s) or deed(s) of trust, all payments made under any ground or underlying lease and all other non-operating debts of Landlord; (d) the cost of repairs or other work Manager pursuant to the extent Landlord is reimbursed Management Agreement, shall be prorated as of 12:01 a.m. on the Closing Date; provided that Buyer shall assume and be fully responsible for any disposition fees or termination fees payable to or claimed by insurance or condemnation proceeds; (e) costs in connection with leasing space in the Building, (including, without limitation, brokerage commissions, marketing costs, attorneys’ fees, lease concessions, rental abatements and construction allowances granted to specific tenants); (f) costs incurred Manager in connection with the saletransactions contemplated by this Agreement. Seller shall pay or cause the Acquired Companies to pay prior to the Closing all utility charges and other operating expenses attributable to the Property as of 12:01 a.m. on the Closing Date (except for those utility charges and operating expenses payable directly by Tenants in accordance with the Leases, financing which shall not be prorated), and Buyer shall pay all utility charges and other operating expenses attributable to the Property on or refinancing after such time and date. For those utility charges reimbursable by Tenants in accordance with the Leases, which reimbursements are paid by or on behalf of an Acquired Company and collected from the Tenants, the parties hereto shall use the most recent tenant utility reimbursement statements for the purpose of making Closing adjustments under this Section 8.5(e). To the extent that the amount of actual consumption of any utility services is not determined prior to the Closing, a proration shall be made at the Closing based on the most recent available monthly billing statement. Buyer shall pay to Seller at the Closing an amount equal to the aggregate deposits, if any, which Seller or any Acquired Company has with any of the Leased Premises (other than any increase in Real Property Taxes that may result therefrom); (g) fines, interest and penalties incurred due utility or service companies servicing the Property. Notwithstanding anything to the late payment by Landlord of Property Operating Expenses (unless caused contrary in this Agreement, Buyer shall cause the property insurance policies held by the act or omission Acquired Companies as of Tenant); (h) organizational expenses associated with immediately prior to the creationClosing to be cancelled effective upon the Closing and Buyer shall, maintenance and operation of shall cause the entity which constitutes Landlord; Acquired Companies to, (i) any penalties or damages that Landlord pays to Tenant under this Lease; (j) costs associated with damage or repairs to any part of obtain the Project or necessitated by the gross negligence or willful misconduct of Landlord or any Landlord Related Party; (k) reserves for Landlord’s repair, replacement or improvement of the Leased Premises or any portion thereof; (1) executive salaries and benefits; (m) legal fees, accountant fees and other expenses incurred in connection with the defense of Landlord’s title to or interest in the Leased Premises or any part thereof; or (n) any costs, fines, or penalties incurred due to violations by Landlord or any Landlord Related Party full amount of any governmental rule available refund(s) of premiums previously paid under such policies, and (ii) promptly pay to Seller the full amount of any such refunds received by Buyer or authority, this Lease, or due to Landlord’s gross negligence or willful misconductthe Acquired Companies.

Property Operating Expenses. The term “"Property Operating Expenses” " shall mean and include all Real Property Taxes, plus all Landlord’s 's Insurance Costs, plus all Property Maintenance Costs. Notwithstanding the foregoing, "Property Operating Expenses Expenses" shall not include: include the following (aexcept to the extent any of the following costs are incurred by Landlord as a result of Tenant's failure to perform its obligations hereunder or are otherwise caused by Tenant): (i) Landlord's debt service on any financing related to the Building or the Property or rental under any ground lease or other underlying lease; (ii) franchise, excess -profits or revenue tax, excise tax or inheritance tax, gift tax, gains tax, franchise tax, corporation tax, capital levy transfer, estate, succession, income taxes payable by Landlord; (iii) salaries, benefits and related costs of Landlord's off-site administrative personnel (other than the management fee); (iv) costs of utility usage for utility services separately metered in the name of Tenant; (v) the cost of capital improvements (except as set forth in this Lease)any items for which Landlord is actually reimbursed by insurance proceeds or condemnation awards; (bvi) depreciation; (cvii) all real estate brokerage commissions, moving expenses, design or engineering fees, costsrental concessions or credits, principal payments allowances, lease assumptions, lease cancellation fees or other costs in each case incurred in Landlord's procuring other tenants of mortgage and interest related to any mortgage(s) the Building or deed(s) of trust, all payments made under any ground or underlying lease and all other non-operating debts of LandlordProperty; (dviii) the cost of advertising, promotional and marketing expenses; (ix) expenses for repairs or other work maintenance (to the extent Landlord is fully reimbursed thereunder) which are covered by insurance warranties, guarantees or condemnation proceedsservice contracts; (ex) costs incurred by Landlord by reason of the willful misconduct or gross negligence of Landlord, (xi) costs of removal of Hazardous Materials placed on the Leased Premises by Landlord or its agents or employees, (xii) repairs, alterations, additions, improvements or replacements made to rectify or correct any defect in connection the design, materials or workmanship of the Building Shell or Outside Areas which existed as of the Effective Date of this Lease; (xiii) repairs, alterations, additions, improvements or replacements to the Building Shell or Outside Areas to comply with leasing any Laws in effect as of the Effective Date of this Lease (where compliance was required at such time); (xiv) Landlord's general administrative expenses not related to the Property (other than the management fees set forth above); (xv) costs (including permit, license and inspection fees) incurred in renovating or otherwise improving, decorating, painting or altering space for other tenants or other occupants or vacant space in the Building, (including, without limitation, brokerage commissions, marketing costs, attorneys’ fees, lease concessions, rental abatements and construction allowances granted to specific tenants); (f) costs incurred in connection with the sale, financing or refinancing of the Leased Premises Building reserved for other tenants (other than any increase in Real Property Taxes that may result therefromcommon areas of the Building); (gxvi) finesinterest, interest and penalties incurred due or other costs arising Out of Landlord's failure to the late make timely payment by Landlord of Property Operating Expenses (its obligations, unless caused by the act or omission of Tenant); (h) organizational expenses associated with the creation, maintenance and operation of the entity which constitutes Landlord; (i) any penalties or damages that Landlord pays 's failure to Tenant meet its obligations under this Lease; or (jxvii) costs associated with damage or repairs to of removal of Hazardous Materials from any part area of the Project Property outside the Leased Premises unless (a) the Hazardous Materials originated from the Leased Premises or necessitated by (b) the gross Hazardous Materials came to be located on the Property due to the negligence or willful misconduct of Landlord Tenant or any Landlord Related Party; (k) reserves for Landlord’s repairTenant's agents, replacement or improvement of the Leased Premises or any portion thereof; (1) executive salaries and benefits; (m) legal feesemployees, accountant fees and other expenses incurred in connection with the defense of Landlord’s title to or interest in the Leased Premises or any part thereof; or (n) any costs, finescontractors, or penalties incurred due to violations by Landlord or any Landlord Related Party of any governmental rule or authority, this Lease, or due to Landlord’s gross negligence or willful misconductinvitees.