Common use of Real Estate Taxes, Personal Property Taxes and Assessments Clause in Contracts

Real Estate Taxes, Personal Property Taxes and Assessments. Real estate taxes, personal property taxes, and assessments (and refunds thereof) on the basis of the fiscal year or fiscal years for which assessed. If the Closing shall occur before a new real property tax rate, personal property tax rate, or assessed valuation is fixed, the apportionment of such tax at Closing shall be upon the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. Promptly after the actual real estate taxes and personal property taxes have been fixed, the apportionment of taxes shall be recomputed and Hersha Owner or Owner JV, as the case may be, promptly upon demand shall make a payment to the other based upon the recomputed apportionment. In addition, if any real property assessment or personal property assessment affects the Hotel as of the Closing Date and such real property assessment or personal property assessment is payable in annual or other installments (whether at the election of Hersha Owner or otherwise), only the installment relating to, or payable over, the fiscal period of the assessing authority, part of which is included within the period prior to the Closing Date and part of which is included in the period after the Closing Date, shall be apportioned between Hersha Owner and Owner JV as of the Adjustment Point; however, such assessments which are not payable in installments shall be paid by Hersha Owner at Closing where the work has been completed, and shall be assumed by Owner JV at Closing and shall be apportioned between Hersha Owner and Owner JV as of the Adjustment Point where the work has been authorized or started, but not completed. Hersha Owner may have previously filed, and shall have the right at any time to file, an action for the adjustment of taxes payable for any tax year during which Hersha Owner has any liability (including the tax year of Closing and any prior tax years). If Hersha Owner files (or has previously filed) such an action affecting any tax year prior to the year of Closing, any tax savings or refunds resulting from such action shall be solely the property of Hersha Owner. Hersha Owner shall have the exclusive right (at its sole cost and expense) to file, and control, any filing or tax appeals for an adjustment of taxes affecting the tax year in which the Closing occurs, provided, that, such filing or appeal does not have a material adverse effect on the Owner JV, Lessee JV or the Property. If Hersha Owner should file an action for an adjustment of taxes affecting the tax year in which the Closing occurs, and if as a result thereof taxes for said tax year are reduced, then any tax savings or refunds and the third party costs reasonably incurred to achieve the tax savings or refunds shall be prorated between Hersha Owner and Owner JV effective as of the Closing Date. Owner JV acknowledges that Hersha Owner has the sole right to file and control, and Owner JV agrees to reasonably cooperate with Hersha Owner (at the sole cost and expense of Hersha Owner) in connection with any action for the adjustment of taxes. The provisions of this paragraph shall survive the Closing. Notwithstanding the foregoing, in no event shall Hersha Owner be obligated to pay any additional taxes due with respect to any reassessment of the Property which results from the sale of the Property to Owner JV or any improvements to the Property made by Owner JV, and Owner JV acknowledges and agrees that it shall be liable for all such additional taxes.

Real Estate Taxes, Personal Property Taxes and Assessments. Real estate taxes, personal property taxes, and assessments (and refunds thereof) on the basis of the fiscal year or fiscal years for which assessed. If the Closing shall occur before a new real property tax rate, personal property tax rate, or assessed valuation is fixed, the apportionment of such tax at Closing shall be upon the basis of the old tax rate for the preceding fiscal year applied to the latest assessed valuation. Promptly after the actual real estate taxes and personal property taxes have been fixed, the apportionment of taxes shall be recomputed and Hersha Owner or Owner JV, as the case may be, promptly upon demand shall make a payment to the other based upon the recomputed apportionment. In addition, if any real property assessment or personal property assessment affects the Hotel as of the Closing Date and such real property assessment or personal property assessment is payable in annual or other installments (whether at the election of Hersha Owner or otherwise), only the installment relating to, or payable over, the fiscal period of the assessing authority, part of which is included within the period prior to the Closing Date and part of which is included in the period after the Closing Date, shall be apportioned between Hersha Owner and Owner JV as of the Adjustment Point; however, such assessments which are not payable in installments shall be paid by Hersha Owner at Closing where the work has been completed, and shall be assumed by Owner JV at Closing and shall be apportioned between Hersha Owner and Owner JV as of the Adjustment Point where the work has been authorized or started, but not completed. Hersha Owner may have previously filed, and shall have the right at any time to file, an action for the adjustment of taxes payable for any tax year during which Hersha Owner has any liability (including the tax year of Closing and any prior tax years). If Hersha Owner files (or has previously filed) such an action affecting any tax year prior to the year of Closing, any tax savings or refunds resulting from such action shall be solely the property of Hersha Owner. Hersha Owner shall have the exclusive right (at its sole cost and expense) to file, and control, any filing or tax appeals for an adjustment of taxes affecting the tax year in which the Closing occurs, provided, that, such filing or appeal does not have a material adverse effect on the Owner JV, Lessee JV or the Property. If Hersha Owner should file an action for an adjustment of taxes affecting the tax year in which the Closing occurs, and if as a result thereof taxes for said tax year are reduced, then any tax savings or refunds and the third party costs reasonably incurred to achieve the tax savings or refunds shall be prorated between Hersha Owner and Owner JV effective as of the Closing Date. Owner JV acknowledges that Hersha Owner has the sole right to file and control, and Owner JV agrees to reasonably cooperate with Hersha Owner (at the sole cost and expense of Hersha Owner) in connection with any action for the adjustment of taxes. The provisions of this paragraph shall survive the Closing. Notwithstanding the foregoing, in no event shall Hersha Owner be obligated to pay any additional taxes due with respect to any reassessment of the Property which results from the sale of the Property to Owner JV or any improvements to the Property made by Owner JV, and Owner JV acknowledges and agrees that it shall be liable for all such additional taxes.14