Common use of Real Estate Tax Escalations Clause in Contracts

Real Estate Tax Escalations. (a) The term “Taxes” and “Real Estate Taxes” as used herein, shall mean the real estate taxes and assessments (including special assessments) on or with respect to the Building and the Land, assessed, levied, or imposed by any governmental authority having jurisdiction, including, without limitation, (i) assessments made upon or with respect to any “air” and “development” rights now or hereinafter appurtenant to or affecting the Land; (ii) any fee, tax or charge imposed by any governmental authority for any vaults, vault space or other space within or outside the boundaries of the Land; and (iii) any taxes or assessments levied after the date of this Lease in whole or in part for the public benefits to the Land or the Building, including, without limitation, Business Improvement District taxes and assessments; without taking into account any discount that Landlord may receive by virtue of any early payment of Taxes, in ease case, calculated as if the Land and Building were the only asset of Landlord; provided, that if because of any change in the taxation of real estate, any other tax or assessment however denominated (including without limitation any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon Landlord or the owner of the Land or the Building, or the occupancy, rents or income therefrom, in substitution for any of the foregoing taxes, such other tax or assessment shall be deemed part of Taxes computed as if Landlord’s sole asset were the Land and Building. Excluded from the foregoing enumerations of Taxes and Real Estate Taxes will be (i) any income, franchise, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or any capital gains tax, deed tax or transfer tax, and mortgage recording tax imposed on Landlord by municipal, state or federal law, (ii) any Taxes resulting from an increase of the assessed value of the Building attributable to additions to the Building which increase the square footage of the Building. The foregoing notwithstanding, Tenant shall be responsible for any increase in Taxes which result from an increase in the assessed value of the building attributable to Landlord’s Work and Tenant’s Work and any replacements. As of the date hereof, to the best of Landlord’s knowledge, the only Taxes affecting the building and/ or Land are the real estate taxes payable to the City of New York.

Real Estate Tax Escalations. (a) The For each fiscal year (or portion thereof) of the City of New York during the term of this Lease, Tenant covenants and agrees to pay as additional rent (“Tenant’s Tax Payment”), without set-off, counterclaim or deduction, 8.53% (herein, the “Tenant’s Proportionate Share”) of the excess of Real Estate Taxes (as hereinafter defined), for such year over and above the amount of Real Estate Taxes payable by Landlord for the period commencing January I, 2012 and ending December 31, 2012 (the “Base Tax Year”). If, by virtue of any application or proceeding brought by or on behalf of Landlord, (here shall be a reduction of the assessed valuation of the land and/or Building containing the Premises for any fiscal year which affects the Real Estate Taxes” , or part thereof, for which additional rent has been paid by Tenant pursuant to this Article, such additional rent payment shall be recomputed on the basis of any such reduction and Landlord will credit against the next accruing installments of additional rent due under this Article 37 after receipt by Landlord of a tax refund, any sums paid by Tenant in excess of the recomputed amounts, less a sum equal to Tenant’s Proportionate Share of all costs, expenses and fees, including, but not limited to, attorneys’ fees, incurred by Landlord in connection with such application or proceeding. (b) For the purposes of this Lease, the term “Real Estate Taxes” as used herein, shall mean the total of all real estate property taxes and special or other assessments (including special assessments) on or with respect to the Building and the Land, assessed, and/or vault charges levied, assessed or imposed at any lime by any governmental authority having jurisdiction, or against the Building (including, without limitation, (i) assessments made upon or business improvement district taxes and any replacement and/or substitution with respect to same), and also any “air” and “development” rights now or hereinafter appurtenant to or affecting the Land; (ii) any fee, tax or charge assessment levied, assessed or imposed at any time by any governmental authority for in connection with the receipt of income or rents from said Building to the extent that same shall be in lieu of all or a portion of any vaultsof the aforesaid taxes or assessments, vault space or additions or increases thereof, upon or against the Building and any business improvement district charges, taxes and/or assessments. If, due to a future change in the method of taxation or in the taxing authority, a franchise, income, transit, profit or other space within tax or outside the boundaries of the Land; and (iii) any taxes or assessments governmental imposition, however designated, shall be levied after the date of this Lease against Landlord in substitution in whole or in part for the public benefits to the Land or the Building, including, without limitation, Business Improvement District taxes and assessments; without taking into account any discount that Landlord may receive by virtue of any early payment of Real Estate Taxes, or in ease caselieu of, calculated as if the Land and Building were the only asset additions to, or increases of Landlord; providedsaid Real Estate Taxes, that if because of any change in the taxation of real estate, any other tax or assessment however denominated (including without limitation any then such franchise, income, profittransit, sales, use, occupancy, gross receipts profit or rental tax) is imposed upon Landlord or the owner of the Land or the Building, or the occupancy, rents or income therefrom, in substitution for any of the foregoing taxes, such other tax or governmental imposition shall be deemed to be included within the definition of “Real Estate Taxes” for the purposes hereof. As to special assessments which are payable over a period of time extending beyond the term of this Lease, only a pro rata portion thereof, covering the portion of the terms of this Lease unexpired at the time of the imposition of such assessment, shall be included in “Real Estate Taxes”. If, by law, any assessment may be paid in installments, then, for the purposes hereof (a) such assessment shall be deemed part to have been payable in the maximum number of Taxes computed as if Landlord’s sole asset were the Land installments permitted by law and Building. Excluded from the foregoing enumerations of Taxes and (b) there shall be included in Real Estate Taxes will Taxes, for each year in which such installments may be (i) any income, franchise, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or any capital gains tax, deed tax or transfer tax, and mortgage recording tax imposed on Landlord by municipal, state or federal law, (ii) any Taxes resulting from an increase of the assessed value of the Building attributable to additions to the Building which increase the square footage of the Building. The foregoing notwithstanding, Tenant shall be responsible for any increase in Taxes which result from an increase in the assessed value of the building attributable to Landlord’s Work and Tenant’s Work and any replacements. As of the date hereof, to the best of Landlord’s knowledgepaid, the only Taxes affecting the building and/ or Land are the real estate taxes installments of such assessments so becoming payable to the City of New Yorkduring such year, together with interest payable during such year.

Real Estate Tax Escalations. (aA) The term “Taxes” and “Real Estate Taxes” as used herein, shall mean the real estate taxes and assessments (including special assessments) on or with respect to the Building and the land on which it stands (“Land, ”) which are assessed, levied, or imposed by any governmental authority having jurisdiction, jurisdiction including, without limitation, (i) assessments made upon or with respect to any “air” and “development” rights now or hereinafter appurtenant to or affecting the Land; (ii) any fee, tax or charge imposed by any governmental authority for any vaults, vault space or other space within or outside the boundaries of the Land; and (iii) any taxes or assessments levied after the date of this Lease in whole or in part for the public benefits to the Land or the Building, including, without limitation, Business Improvement District taxes and assessments; without taking into account any discount that Landlord may receive by virtue of any early payment of Taxes, in ease each case, calculated as if the Land and Building were the only asset of Landlord; provided, that if because of any change in the taxation of real estate, any other tax or assessment however denominated (including including, without limitation any franchise, income, profit, sales, use, occupancy, gross receipts or rental tax) is imposed upon Landlord or the owner of the Land or the Building, or the occupancy, rents or income therefrom, in substitution for any of the foregoing taxesTaxes, such other tax or assessment shall be deemed part of Taxes computed as if Landlord’s sole asset were the Land and Building. Excluded from the foregoing enumerations of Taxes and Real Estate Taxes will be (i) any income, franchise, inheritance, capital stock, excise, excess profits, occupancy or rent, gift, estate, payroll or stamp taxes or foreign ownership or control taxes or and any capital gains tax, tax and deed tax or transfer taxtax imposed by Article 29 of the New York State Tax Law, and any mortgage recording tax imposed on Landlord by municipalArticle 11 of the New York State Tax Law, state or federal law, and (ii) any Taxes resulting from an increase of the assessed value of the Building attributable to additions to the Building which increase the square footage rentable area of the Building. The foregoing notwithstanding, Tenant shall be responsible for any increase in Taxes which result from an increase in the assessed value of the building attributable to Landlord’s Work and Tenant’s Work and any replacements. As of the date hereof, to the best of Landlord’s knowledge, the only Taxes affecting the building and/ or Building and/or the Land are the real estate taxes payable to the City of New York.