Appears in 3 contracts

Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Agreement for Purchase and Sale of Real Property (Cracker Barrel Old Country Store, Inc)

Real Estate Taxes. ~~A. During the Term,~~ Tenant shall ~~promptly pay, or cause to be paid, on a cash basis when due~~ pay directly to the ~~applicable taxing authority one hundred percent~~ Landlord: (~~100%~~i) Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of all taxes, ~~including ad valorem~~assessments (special or otherwise), ~~sales~~levies, ~~use~~fees, ~~rent or similar taxes, including tax increases~~ water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and ~~public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term~~charges, and ~~including assessments under Encumbrances; water, sewer and~~ all other ~~utility~~ government levies and charges~~; excise tax levies; fees~~, ~~including license, permit, inspection, authorization~~ general and ~~similar fees; and all other governmental and other charges, in each case whether general or~~ special, ordinary or and extraordinary, or foreseen or and unforeseen, which are, at any time during the Term hereof, imposed or levied upon or assessed against the Premises, the Building, the Lot or the Complex, and (ii) the full amount of ~~every character and~~ any ~~kind and nature whatsoever~~ tax or assessment imposed or levied upon or against (A) any Fixed Rent, Additional Rent or other sum payable hereunder, (B) this Lease, or the leasehold estate hereby created, or which arise in respect of the operation, possession or use of the Premises; (C) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any Fixed Rent, Additional Rent or other sum payable hereunder; and (D) all sales, value added, use and similar taxes at any time levied, assessed or payable on account of the acquisition, leasing or use of the Premises (and Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building Lot or the Complex) which may become a lien on the Building, the Lot, the Premises or the Complex (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be made by Tenant not more than twenty (20) days after receipt of an invoice therefor. For any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within twenty 20 days after receipt of an invoice therefor, Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, as applicable, of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. Subject to Tenant's payment to Landlord of taxes and assessments as and when required by this Section 4.2.1, Landlord agrees to pay such tax and assessments to the proper authorities prior to delinquency and to provide Tenant with evidence of such payment upon request therefor. Anything herein to the contrary notwithstanding, if and to the extent that the Lot is not a separately assessed parcel, Landlord shall make reasonable allocation of any taxes and assessments between the Lot and the Building and the Complex of which the Lot is a part. Tenant may apply for any abatement of, or otherwise contest, any tax or assessment, provided that the expenses of such proceedings, including, without limitation, any ~~Building and/or Property~~penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall be paid by Tenant. Landlord and Tenant shall discuss and may mutually agree upon any other tax initiatives available for the Lot or Building. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes, or any taxes or assessments with respect to the Garage and other buildings leased or available for lease (and the parcels of land upon which such buildings are situated), other than the Building, the Lot and any building or portion of a building in the Complex which is not designed and available for lease to third parties (and the parcel(s) ~~and/or~~ of land on which the ~~Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof~~ same may be ~~assessed or imposed on or in respect of or be a lien upon (i~~located) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the ~~Premises~~Complex ("Excluded Taxes"), ~~together with any interest~~ estate, succession, inheritance or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, ~~failure furnish such proof shall not be an Event~~ that if at any time during the Term the present system of ~~Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days~~ ad valorem taxation of ~~receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes~~ real property shall be ~~absolutely fixed upon~~ changed so that in lieu of the ~~date such Real Estate Taxes become a lien upon the Premises~~ whole or any part ~~thereof~~of the ad valorem tax on real property, ~~subject to Section 7.C. Tenant~~ there shall ~~also~~ be ~~responsible for all Real Estate Taxes which,~~ assessed on Landlord a capital levy or other tax on the ~~Commencement Date~~gross rents received with respect to the Building, ~~are~~ the Lot, or the Complex or all of them, or a ~~lien~~ federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon ~~the Premises or~~ gross rents, then any ~~part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt~~ and all of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, ~~Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest~~assessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent ~~customary~~ so measured or based ("Substitute Taxes"), Tenant's Proportionate Fraction for Building and ~~appropriate in the applicable jurisdiction) conducted in good faith and with due diligence~~Tenant's Proportionate Fraction for Complex, ~~the legality or amount~~ respectively, of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Substitute Taxes shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the ~~Premises~~ aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Building and Lot and buildings not available for lease (and the parcel(s) of land on which the same may be ~~necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to~~ located) were the ~~contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes~~ only property of Landlord, ~~provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ and (ii) ~~franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part,~~ only that portion of the ~~Premises or the Property or Landlord’s interest~~ Substitute Taxes in ~~this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination~~ excess of the ~~Term hereof~~Excluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Building and Lot.

Appears in 3 contracts

Samples: Lease Agreement (Genzyme Corp), Lease (BioMed Realty Trust Inc), Lease Agreement (Genzyme Corp)

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, other than those specifically excluded in Section 7.F., below, including ad ~~valorem,~~ valorem tax increases and re-assessments; sales, use, rent or similar ~~taxes, including tax increases and re-assessments~~taxes imposed upon the Rent or other payments due under this Lease; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like~~; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof~~; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax ~~levies~~levies imposed upon the Rent or other payments due under this Lease; fees, including license, permit, inspection, authorization and similar fees; ~~and~~ and, all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, ~~of every character and any kind and nature whatsoever~~ in respect of the ~~Premises (including, without limitation, any~~ Building and/or ~~Property)~~ the Property and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, or (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof~~, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises~~, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the ~~right, before delinquency occurs,~~ right of protesting, contesting, objecting to or opposing, formally or informally, at Tenant’s sole cost and expense, by appropriate administrative and legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord ~~hereunder~~hereunder other than Real Estate Taxes. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises ~~or any portion thereof~~ in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate Taxes and commercial activity tax (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in ~~this~~ Section 77.A hereof, in no event will Tenant be required to pay any taxes of Landlord that are (i) ~~federal~~ imposed on or ~~state income taxes of Landlord~~measured by net income, ~~provided~~net profits, ~~however~~net worth or capital stock (however denominated, ~~for the avoidance of doubt~~including any minimum tax), ~~Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ (ii) franchise ~~and excise~~ taxes; , (iii) branch profits taxes, (iv) gross receipts taxes or (v) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this ~~Lease~~Lease (other than transfer or recordation taxes imposed in connection with the transfer of the Premises or the Property to Landlord, or ~~(iv) Taxes attributable solely~~ the leaseback of the Premises or the Property from Landlord to ~~any period after~~ Tenant, or the ~~expiration or earlier~~ termination of this Lease pursuant to the ~~Term hereof~~express provisions of the Purchase Agreement and the Lease); provided, however that taxes in the nature of rental or property taxes shall not be excluded. In the event that Tenant is required by Law to withhold any amount payable to Landlord under this Lease in respect of a tax excluded under this Section 7.F, the amount so withheld shall be treated for all purposes of this Lease as having been paid to Landlord.

Appears in 2 contracts

Samples: Lease Agreement (Big Lots Inc), Lease Agreement (Big Lots Inc)

Appears in 2 contracts

Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc), Master Lease Agreement (Cracker Barrel Old Country Store, Inc)

Real Estate Taxes. ~~A. During the Term,~~ Tenant shall ~~promptly pay, or cause to be paid, on a cash basis when due~~ pay directly to the ~~applicable taxing authority one hundred percent~~ Landlord: (~~100%~~i) Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of all taxes, ~~including ad valorem~~assessments (special or otherwise), ~~sales~~levies, ~~use~~fees, ~~rent or similar taxes, including tax increases~~ water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and ~~public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term~~charges, and ~~including assessments under Encumbrances; water, sewer and~~ all other ~~utility~~ government levies and charges~~; excise tax levies; fees~~, ~~including license, permit, inspection, authorization~~ general and ~~similar fees; and all other governmental and other charges, in each case whether general or~~ special, ordinary or and extraordinary, or foreseen or and unforeseen, ~~of every character and any kind and nature whatsoever in respect of the Premises (including~~which are, ~~without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which~~ at any time ~~prior to,~~ during ~~or in respect of~~ the Term ~~hereof may be~~ hereof, imposed or levied upon or assessed against the Premises, the Building, the Lot or ~~imposed on or in respect of or be a lien upon (i)~~ the ~~Premises or any part thereof or any appurtenance thereto~~Complex, and (ii) the full amount of any tax or assessment imposed or levied upon or against (A) any Fixed Rent, Additional Rent ~~reserved~~ or other sum payable ~~hereunder or any other sums payable by Tenant~~ hereunder, (~~iii~~B) this ~~Lease~~ Lease, or the leasehold estate hereby ~~created~~ created, or which arise in respect of the operation, ~~possession, occupancy~~ possession or use of the ~~Premises~~ Premises; (C) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any ~~part thereof~~Fixed Rent, Additional Rent or other sum payable hereunder; and (ivD) ~~any occupancy~~all sales, ~~operation~~value added, use and similar taxes at any time levied, assessed or ~~possession of~~payable on account of the acquisition, ~~or sales from or activity conducted on or in connection with the Premises or the Property or the~~ leasing or use of the Premises (and Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, respectively, of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building, Lot or the ~~Property~~ Complex) which may become a lien on the Building, the Lot, the Premises or the Complex (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, wholly included in the Term, all such payments shall be made by Tenant not more than twenty (20) days after receipt of an invoice therefor. For any fraction of a tax or assessment period, or installment period thereof, included in the Term at the beginning or end thereof, Tenant shall pay to Landlord, within twenty 20 days after receipt of an invoice therefor, Tenant's Proportionate Fraction for Building and Tenant's Proportionate Fraction for Complex, as applicable, of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. Subject to Tenant's payment to Landlord of taxes and assessments as and when required by this Section 4.2.1, Landlord agrees to pay such tax and assessments to the proper authorities prior to delinquency and to provide Tenant with evidence of such payment upon request therefor. Anything herein to the contrary notwithstanding, (i) until the Lot is a separately assessed parcel, Landlord shall make a reasonable allocation of any taxes and assessments between the Lot and the Building and the Complex of which the Lot is a part, (ii) taxes and assessments for the Building and Lot shall not include any taxes and assessments for other portions of the Complex and (iii) taxes and assessments for the Complex shall not include taxes and assessments for the Building or Lot. Nothing contained in this Lease shall, however, require Tenant to pay any income taxes, excess profits taxes, excise taxes, franchise taxes, or any ~~part thereof~~taxes or assessments with respect to the Garage and other buildings leased or available for lease (and the parcels of land upon which such buildings are situated), other than the Building, the Lot and any building or ~~(v) any document to which Tenant is~~ portion of a ~~party creating or transferring an interest or estate~~ building in the ~~Premises~~Complex which is not designed and available for lease to third parties (and the parcel(s) of land on which the same may be located) in the Complex ("Excluded Taxes"), ~~together with any interest~~ estate, succession, inheritance or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; transfer taxes, provided, however, ~~failure furnish such proof shall not be an Event~~ that if at any time during the Term the present system of ~~Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days~~ ad valorem taxation of ~~receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes~~ real property shall be ~~absolutely fixed upon~~ changed so that in lieu of the ~~date such Real Estate Taxes become a lien upon the Premises~~ whole or any part ~~thereof~~of the ad valorem tax on real property, ~~subject to Section 7.C. Tenant~~ there shall ~~also~~ be ~~responsible for all Real Estate Taxes which,~~ assessed on Landlord a capital levy or other tax on the ~~Commencement Date~~gross rents received with respect to the Building, ~~are~~ the Lot, or the Complex or all of them, or a ~~lien~~ federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon ~~the Premises or~~ gross rents, then any ~~part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt~~ and all of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, ~~Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest~~assessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent ~~customary~~ so measured or based ("Substitute Taxes"), Tenant's Proportionate Fraction for Building and ~~appropriate in the applicable jurisdiction) conducted in good faith and with due diligence~~Tenant's Proportionate Fraction for Complex, ~~the legality or amount~~ respectively, of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Substitute Taxes shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the ~~Premises~~ aforesaid Substitute Taxes shall be limited to the amount thereof as computed at the rates that would be payable if the Building and Lot and buildings not available for lease (and the parcel(s) of land on which the same may be ~~necessary~~ located) were the only property of Landlord, and (ii) only that portion of the Substitute Taxes in excess of the Excluded Taxes shall be payable by Tenant. Landlord shall furnish to ~~prepare~~ Tenant a copy of any ~~required~~ notice of any public, special or betterment assessment received by Landlord concerning the Building and Lot. In the event that Tenant requests that Landlord apply for any abatement of, or otherwise contest, any tax ~~returns~~ or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and ~~reports required by a governmental authority. F. Notwithstanding anything~~ shall diligently pursue the same to ~~the contrary in this Section 7~~completion, ~~in no event will Tenant be required to pay any~~ provided that (i) ~~federal or state income taxes~~ Landlord receives notice of ~~Landlord~~such request from Tenant be made under applicable law, ~~provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ and (ii) ~~franchise~~ the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and ~~excise taxes; (iii) transfer taxes or any taxes imposed with respect to~~ attorneys' fees incurred as a result thereof, shall be included in the ~~sale, exchange or other disposition by Landlord, in whole or in part,~~ Annual Maintenance Charge of the ~~Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof~~then current fiscal year.

Appears in 2 contracts

Samples: Lease (BioMed Realty Trust Inc), Lease (Vertex Pharmaceuticals Inc / Ma)

Real Estate Taxes. A. (a) During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all ~~taxes~~taxes attributable to the Premises, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; ~~transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof;~~ assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under ~~Encumbrances~~all Encumbrances (excepting Landlord’s obligations to pay debt service to any Landlord Mortgagee under any Landlord Mortgage and further excepting any other Encumbrances created by Landlord unless required by Law or approved by Tenant, such approval not to be unreasonably withheld, conditioned or delayed); water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes, as well as any taxes attributable to Landlord’s business license(s). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section ~~7.C.~~ 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof.. B. (b) If Landlord receives a ~~xxxx~~ bill for Real Estate Taxes, Landlord shall provide the ~~xxxx~~ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ~~xxxx~~bill. Tenant shall pay the Real Estate Taxes set forth on such ~~xxxx~~ bill prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which ~~Tenant~~ Xxxxxx has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis.. C. (c) Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon ~~Tenant~~Xxxxxx’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) ~~in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv)~~ the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by ~~Landlord~~Xxxxxxxx; ~~and~~ (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or ~~comply~~ such other security required by a taxing authority, or reasonably required by Landlord or Landlord Mortgagee, in connection with ~~the applicable requirement of law~~any protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by ~~Tenant~~Xxxxxx, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section ~~7.C~~ 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by ~~Tenant.~~Xxxxxx. D. (d) Tenant will indemnify Landlord and/or any Landlord Indemnified ~~Parties, on an after-tax basis,~~ Parties against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises during the Term that are not expressly excluded from the definition of “Real Estate Taxes” under Section 8(a) (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises during the Term, and/or Tenant’s use of the Premises.. E. (e) Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority~~. F. Notwithstanding anything~~ , subject to the ~~contrary~~ confidentiality provision set forth in ~~this~~ Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.46.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Sierra Bancorp), Purchase and Sale Agreement (Sierra Bancorp)

Appears in 1 contract

Samples: Master Lease Agreement (Cracker Barrel Old Country Store, Inc)

Real Estate Taxes. ~~A. During~~ 14.01 For the ~~Term~~purposes of this Article, ~~Tenant~~ the term “Taxes” shall ~~promptly pay~~include the sum of all real estate taxes and assessments, special assessments, water and sewer rents, PILOT payments and each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable, or ~~cause to be paid, on a cash basis when due to~~ liens upon or arising in connection with the ~~applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales,~~ use, ~~rent~~ occupancy or ~~similar taxes~~possession of or grow out of, ~~including tax increases~~ or for the Building and/or the Land, or any part thereof as if the Building and ~~re-assessments; payments~~ Land were the sole asset of Landlord. If at any time during the Term of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that in lieu of ~~taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement~~ or as a substitute for the ~~like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property~~ whole or any ~~portion thereof;~~ part of the taxes, assessments, ~~including assessments for supplemental assessments and public improvements~~ levies, impositions or ~~benefits~~charges now levied, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on real estate or ~~in respect of~~ the improvements thereon there shall be levied, assessed or ~~be a lien upon~~ imposed (i) a tax, assessment, levy, imposition or charge wholly or partially payable as a capital levy or otherwise on the rents received therefrom, or (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, or (iii) a license fee or charge measured by the rents payable by Tenant to Landlord, or (iv) a license fee or charge measured by the rent receivable by Landlord for the Demised Premises or any ~~part~~ portion thereof ~~or any appurtenance thereto, (ii) any Rent reserved or payable hereunder~~ and/or the Land or any other ~~sums payable by Tenant hereunder, (iii) this Lease~~ building or other improvements constructed on the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereofLand, or (v) ~~any document to~~ a tax, license fee or charge imposed on Landlord which ~~Tenant~~ is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid otherwise measured by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, based in whole or in part, upon the Building or any portion thereof and/or the Land or any other building or other improvements constructed on the Land, or (vi) any other tax or levy imposed in lieu of or as a substitute for Taxes which are levied, assessed or imposed as of the ~~Premises or the Property or Landlord’s interest in~~ date of this Lease, then in any such event, the same shall be included in the computation of Taxes hereunder. A tax bill or ~~(iv) Taxes attributable solely to any period after the expiration or earlier termination~~ copy thereof shall be conclusive evidence of the ~~Term hereof~~amount of Taxes or installments thereof. The term “Tax Payment” shall mean the amount of Taxes as reflect in the bill. In no event shall Tenant have any liability for Taxes prior to the Commencement Date.

Appears in 1 contract

Samples: Lease Agreement (Dealertrack Technologies, Inc)

Real Estate Taxes. ~~A. During the Term,~~ Tenant shall ~~promptly pay, or cause to be paid, on a cash basis when due~~ pay directly to the ~~applicable taxing authority one hundred percent~~ Landlord: (~~100%~~i) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments ~~for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior~~ to the ~~date hereof~~ extent due and ~~whether~~ payable (special or ~~not to be completed within the Term~~otherwise), levies, fees, water and sewer rents and charges, and ~~including assessments under Encumbrances; water, sewer and~~ all other ~~utility~~ government levies and charges~~; excise tax levies; fees~~, ~~including license, permit, inspection, authorization~~ general and ~~similar fees; and all other governmental and other charges, in each case whether general or~~ special, ordinary or and extraordinary, or foreseen or and unforeseen, (and Tenant's Proportionate Fraction of ~~every character~~ any such taxes, assessments, levies, fees and ~~any kind and nature whatsoever in respect of~~ charges if they are assessed against the ~~Premises (including~~entire Building or Lot) which are, ~~without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which~~ at any time prior ~~to,~~ to or during ~~or in respect of~~ the Term ~~hereof may be~~ hereof, imposed or levied upon or assessed ~~or imposed on or in respect of or be a lien upon~~ against (iA) the Premises or ~~any part thereof~~ the Building or ~~any appurtenance thereto~~the Lot, (iiB) any Fixed Rent, Additional Rent ~~reserved~~ or other sum payable hereunder or ~~any other sums payable by Tenant hereunder,~~ (~~iii~~c) this ~~Lease~~ Lease, or the leasehold estate hereby ~~created~~ created, or which arise in respect of the operation, ~~possession, occupancy~~ possession or use of the Premises or the Building or the Lot; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any ~~part thereof~~Fixed Rent, Additional Rent or other sum payable hereunder; (iviii) ~~any occupancy~~all sales, ~~operation~~value added, use and similar taxes at any time levied, assessed or ~~possession of, or sales from or activity conducted~~ payable on ~~or in connection with the Premises or the Property or~~ account of the leasing or use of the Premises (and Tenant's Proportionate Fraction of any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building or Lot); and (iv) all charges for utilities furnished to the Premises (and Tenant's Proportionate Fraction of all charges for utilities furnished to the entire Building or Lot) which may become a lien on the Building or the ~~Property~~ Lot or ~~any part~~ the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, or wholly included in the Term, all such payments shall be made by Tenant not less than five (v5) ~~any document~~ days prior to the last date on which ~~Tenant is a party creating or transferring an~~ the same may be paid without interest or ~~estate~~ penalty, provided that Tenant receives any such invoice for payment at least thirty (30) days before said amount is due. For any fraction of a tax or assessment period, or installment period thereof, included in the ~~Premises~~Term at the beginning or end thereof, Tenant shall pay to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. In the event that Tenant, together with ~~any interest or penalties thereon (~~all of ~~which are hereinafter called “Real Estate Taxes”).~~ the other tenants in the Building, requests that Landlord apply for any abatement of, or otherwise contest, any tax or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant ~~shall make such payments directly~~ and all other tenants in the Building at least 30 days prior to the ~~taxing authorities~~ last day on which such abatement or contest may validly be made under applicable law, and (ii) the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall ~~promptly furnish~~ be included in the Annual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, however, require Tenant to ~~Landlord copies of official receipts~~ pay any income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or ~~other satisfactory proof evidencing such direct payments;~~ transfer taxes, provided, however, ~~failure furnish such proof shall not be an Event~~ that if at any time during the Term the present system of ~~Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days~~ ad valorem taxation of ~~receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes~~ real property shall be ~~absolutely fixed upon~~ changed so that in lieu of the ~~date such Real Estate Taxes become a lien upon the Premises~~ whole or any part ~~thereof~~of the ad valorem tax on real property, ~~subject to Section 7.C. Tenant~~ there shall ~~also~~ be ~~responsible for all Real Estate Taxes which,~~ assessed on Landlord a capital levy or other tax on the ~~Commencement Date~~gross rents received with respect to the Building or the Lot, ~~are~~ or all of them, or a ~~lien~~ federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon ~~the Premises or~~ gross rents, then any ~~part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt~~ and all of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, ~~Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest~~assessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent ~~customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence~~so measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the ~~Premises as may~~ aforesaid Substitute Taxes shall be ~~necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything~~ limited to the ~~contrary in this Section 7, in no event will Tenant~~ amount thereof as computed at the rates that would be ~~required to pay any (i) federal or state income taxes~~ payable if the Premises were the only property of Landlord, ~~provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ and (ii) ~~franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part,~~ only that portion of the ~~Premises or the Property or Landlord’s interest~~ Substitute Taxes in ~~this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination~~ excess of the ~~Term hereof~~Excluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises.

Appears in 1 contract

Samples: Lease Agreement (Millennium Pharmaceuticals Inc)

Real Estate Taxes. ~~A. During the Term,~~ Tenant shall ~~promptly~~ pay, ~~or cause to be paid, on a cash basis when due~~ directly to the ~~applicable taxing authority one hundred percent~~ Landlord ---- ------ ----- or for its benefit: (~~100%~~i) of all taxes, ~~including ad valorem~~assessments (special or otherwise), ~~sales~~levies, ~~use~~fees, ~~rent or similar taxes, including tax increases~~ water and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments for supplemental assessments sewer rents and ~~public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term~~charges, and ~~including assessments under Encumbrances; water, sewer and~~ all other ~~utility~~ government levies and charges~~; excise tax levies; fees~~, ~~including license, permit, inspection, authorization~~ general and ~~similar fees; and all other governmental and other charges, in each case whether general or~~ special, ordinary or and extraordinary, or foreseen or and unforeseen, ~~of every character and any kind and nature whatsoever in respect of the Premises (including~~which are, ~~without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which~~ at any time prior ~~to,~~ to or during ~~or in respect of~~ the Term ~~hereof may be~~ hereof, imposed or levied upon or assessed ~~or imposed on or in respect of or be a lien upon~~ against (iA) the ~~Premises or any part thereof or any appurtenance thereto~~Premises, (iiB) any Fixed Rent, Additional Rent ~~reserved~~ or other sum payable hereunder or ~~any other sums payable by Tenant hereunder,~~ (~~iii~~C) this ~~Lease~~ Lease, or the leasehold estate hereby ~~created~~ created, or which arise in respect of the operation, ~~possession, occupancy~~ possession or use of the ~~Premises~~ Premises; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any ~~part thereof~~Fixed Rent, Additional Rent or other sum payable hereunder; (iviii) ~~any occupancy~~all sales, ~~operation~~value added, use and similar taxes at any time levied, assessed or ~~possession of~~payable on account of the acquisition, ~~or sales from or activity conducted on or in connection with the Premises or the Property or the~~ leasing or use of the Premises; and (iv) all charges for utilities furnished to the Premises which may become a lien on the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or --------------------- ----------------- assessment period, or installment period thereof included in the ~~Property~~ Term, all such payments shall be made by Tenant not less than fifteen days prior to the last date on which the same may be paid without interest or penalty. For any ~~part~~ fraction of a tax or assessment period, or installment period thereof, ~~or (v) any document to which Tenant is a party creating or transferring an interest or estate~~ included in the ~~Premises~~Term at the beginning or end thereof, ~~together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”).~~ Tenant shall ~~make~~ pay to Landlord, within ten (10) days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such ~~payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided~~included period. Nothing contained in this Lease shall, however, ~~failure furnish such proof shall not be an Event of Default hereunder so long as~~ require Tenant ~~provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation~~ to pay ~~Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises~~ any income taxes, estate, succession or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of lawinheritance taxes. Landlord shall ~~execute and deliver~~ furnish to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges copy of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any ~~material claims~~ public, special or ~~assessments for Real Estate Taxes that may be asserted~~ betterment assessment received by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of concerning the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ameritruck Distribution Corp)

Appears in 1 contract

Samples: Lease Agreement (Citi Trends Inc)

Real Estate Taxes. ~~A. During the Term,~~ Tenant shall ~~promptly pay, or cause to be paid, on a cash basis when due~~ pay directly to the ~~applicable taxing authority one hundred percent~~ Landlord: (~~100%~~i) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, including assessments ~~for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior~~ to the ~~date hereof~~ extent due and ~~whether~~ payable (special or ~~not to be completed within the Term~~otherwise), levies, fees, water and sewer rents and charges, and ~~including assessments under Encumbrances; water, sewer and~~ all other ~~utility~~ government levies and charges~~; excise tax levies; fees~~, ~~including license, permit, inspection, authorization~~ general and ~~similar fees; and all other governmental and other charges, in each case whether general or~~ special, ordinary or and extraordinary, or foreseen or and unforeseen, ~~of every character and any kind and nature whatsoever in respect of the Premises (including~~which are, ~~without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which~~ at any time prior ~~to,~~ to or during ~~or in respect of~~ the Term ~~hereof may be~~ hereof, imposed or levied upon or assessed ~~or imposed on or in respect of or be a lien upon~~ against (iA) the Premises or ~~any part thereof~~ the Building or ~~any appurtenance thereto~~a fraction of the Lot, (iiB) any Fixed Rent, Additional Rent ~~reserved~~ or other sum payable hereunder or ~~any other sums payable by Tenant hereunder,~~ (~~iii~~C) this ~~Lease~~ Lease, or the leasehold estate hereby ~~created~~ created, or which arise in respect of the operation, ~~possession, occupancy~~ possession or use of the Premises or the Building or the Lot; (ii) all gross receipts or similar taxes imposed or levied upon, assessed against or measured by any ~~part thereof~~Fixed Rent, Additional Rent or other sum payable hereunder; (iviii) ~~any occupancy~~all sales, ~~operation~~value added, use and similar taxes at any time levied, assessed or ~~possession of, or sales from or activity conducted~~ payable on ~~or in connection with the Premises or the Property or~~ account of the leasing or use of the Premises (and any such taxes if they are levied, assessed or payable on account of the acquisition, leasing or use of the entire Building or Tenant's Proportionate Share of Lot); and (iv) all charges for utilities furnished to the Premises (and all charges for utilities furnished to the entire Building or Tenant's Proportionate Share of the Lot) which may become a lien on the Building or the ~~Property~~ Lot or ~~any part~~ the Premises (collectively "taxes and assessments" or if singular "tax or assessment"). For each tax or assessment period, or installment period thereof, or wholly included in the Term, all such payments shall be made by Tenant not less than five (v5) ~~any document~~ days prior to the last date on which ~~Tenant is a party creating or transferring an~~ the same may be paid without interest or ~~estate~~ penalty, provided that Tenant receives any such invoice for payment at least thirty (30) days before said amount is due. For any fraction of a tax or assessment period, or installment period thereof, included in the ~~Premises~~Term at the beginning or end thereof, ~~together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”).~~ Tenant shall ~~make~~ pay to Landlord, within 20 days after receipt of invoice therefor, the fraction of taxes and assessments so levied or assessed or becoming payable which is allocable to such ~~payments directly~~ included period. At Landlord's option, Tenant shall pay taxes and assessments in accordance with Section 4.2.5 hereof. In the event that Tenant requests that Landlord apply for any abatement of, or otherwise contest, any tax or assessment, Landlord shall file such abatement or otherwise contest such tax or assessment and shall diligently pursue the same to completion, provided that (i) Landlord receives notice of such request from Tenant at least 30 days prior to the ~~taxing authorities~~ last day on which such abatement or contest may validly be made under applicable law, and (ii) the expenses of such proceedings, including, without limitation, any penalties, interest, late fees or charges, and attorneys' fees incurred as a result thereof, shall ~~promptly furnish~~ be included in the Annual Maintenance Charge of the then current fiscal year. Nothing contained in this Lease shall, however, require Tenant to ~~Landlord copies of official receipts~~ pay any income taxes, excess profits taxes, excise taxes, franchise taxes ("Excluded Taxes"), estate, succession, inheritance or ~~other satisfactory proof evidencing such direct payments;~~ transfer taxes, provided, however, ~~failure furnish such proof shall not be an Event~~ that if at any time during the Term the present system of ~~Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days~~ ad valorem taxation of ~~receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes~~ real property shall be ~~absolutely fixed upon~~ changed so that in lieu of the ~~date such Real Estate Taxes become a lien upon the Premises~~ whole or any part ~~thereof~~of the ad valorem tax on real property, ~~subject to Section 7.C. Tenant~~ there shall ~~also~~ be ~~responsible for all Real Estate Taxes which,~~ assessed on Landlord a capital levy or other tax on the ~~Commencement Date~~gross rents received with respect to the Premises, ~~are~~ the Building and the Lot, or all of them, or a ~~lien~~ federal, state, county, municipal, or other local income, franchise, excise or similar tax, assessment, levy or charge (distinct from any now in effect) measured by or based, in whole or in part, upon ~~the Premises or~~ gross rents, then any ~~part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt~~ and all of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxestaxes, ~~Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest~~assessments, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium levies or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection processcharges, to the extent ~~customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence~~so measured or based ("Substitute Taxes"), the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with shall be payable by Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made 's obligation with respect to the ~~Premises as may~~ aforesaid Substitute Taxes shall be ~~necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything~~ limited to the ~~contrary in this Section 7, in no event will Tenant~~ amount thereof as computed at the rates that would be ~~required to pay any (i) federal or state income taxes~~ payable if the Premises were the only property of Landlord, ~~provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ and (ii) ~~franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part,~~ only that portion of the ~~Premises or the Property or Landlord’s interest~~ Substitute Taxes in ~~this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination~~ excess of the ~~Term hereof~~Excluded Taxes shall be payable by Tenant. Landlord shall furnish to Tenant a copy of any notice of any public, special or betterment assessment received by Landlord concerning the Premises.

Appears in 1 contract

Samples: Lease (Millennium Pharmaceuticals Inc)

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, assessments including assessments for supplemental assessments and public improvements or ~~benefits~~benefits (subject to Section 7.D), whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term~~, and including assessments under Encumbrances~~; water, sewer and other utility levies and charges; excise tax levies; ~~fees,~~ fees including license, permit, inspection, authorization and similar fees; and all other governmental ~~and other~~ charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the ~~Premises (including, without limitation, any~~ Building ~~and/or Property)~~ or the Property and/or the Rent (other than Real Estate Taxes) and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the ~~Property~~ property or the leasing or use of the Premises or the ~~Property~~ property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, revenue, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall ~~promptly~~ promptly, upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. Tenant may request that the local tax collector’s office xxxx all Real Estate Taxes and deliver any other notices from the tax collector and/or tax assessor concerning the Premises directly to Tenant. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant ~~promptly~~ as soon as possible upon Landlord’s receipt of such ~~xxxx~~xxxx and shall request that the local tax assessor’s office issue a duplicate copy of the real estate tax xxxx directly to Tenant. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when ~~due~~due if during the Term. Tenant ~~shall~~ shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. ~~Tenant may pay~~ If permitted by Law, any Real Estate Taxes may at the option of the taxpayer be paid in ~~installments~~installments (whether or not interest shall accrue on the unpaid balance of such Real Estate Taxes), Tenant may exercise the option to pay the same in such installments and shall be responsible for the payment of installments only, together with applicable interest, if ~~payment may be so made without penalty~~any, ~~fine~~provided that all such installment payments, ~~premium or~~ together with applicable interest, ~~except that on~~ if any, relating to the period prior to the expiration of this Lease, shall be made prior to the Expiration Date. Upon the expiration or termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments (other than those assessments under Section 7.D) shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned on a per diem basis between Landlord and Tenant on a cash basis. To the extent that it shall be determined that Tenant has made any overpayments or underpayments of Real Estate Payments during the Term (due to the resolution of any tax appeals or otherwise subsequent to the expiration or sooner termination of the Term), Tenant shall be credited or pay any overpayments or underpayments of Real Estate Payments within thirty (30) days after the delivery of written notice to the other party advising that such overpayment or underpayment. C. Landlord shall promptly notify Tenant in the event that it shall receive a “Chapter 91” request pursuant N.J.S.A. 54:4-34, and Tenant shall promptly notify Landlord in the event that it shall receive a “Chapter 91” request pursuant N.J.S.A. 54:4-34. Upon receipt, Tenant shall timely complete the “Chapter 91” request and return a copy of same to Landlord for Landlord’s approval. Landlord’s approval of the completed “Chapter 91” request shall be deemed granted unless Landlord objects to same within five (5) business days upon receipt thereof. Upon receipt of Landlord’s approval, Tenant shall timely submit the completed “Chapter 91” request to the municipal tax assessor. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 18 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of ~~law~~law or insurance requirements of Section 18. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ reasonable, actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein ~~at no cost or expense to Landlord~~and/or fully participate therein in conjunction with Tenant. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any Impositions or Third- Party Charges that Tenant may from time to time be required to impound with Landlord Mortgagee pursuant to this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save ~~harmless~~ Landlord and all Landlord Indemnified Parties and the Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises ~~or any portion thereof~~ in connection with any such contest and any loss resulting therefrom, except to the extent caused by Landlord or any Landlord Indemnified Party’s gross negligence or willful misconduct. ~~Each party~~ Landlord and Tenant shall each promptly notify the other of any written notice of any ~~material~~ claims or assessments for Real Estate Taxes that may be asserted by ~~the~~ applicable taxing authorities that could result in a potential ~~material~~ liability or expense for the other, and coordinate with the other in the response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. In the event that a new special assessment for the Premises (a “New Special Assessment”) is proposed or enacted during the Term, Landlord, promptly following receipt of written notice thereof, shall notify Tenant of such New Special Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without Tenant’s written approval thereof, which approval shall not be unreasonably withheld or delayed. If Landlord has the option to cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Section 7.B hereof. E. Tenant will indemnify the Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate ~~Taxes~~ Taxes, (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States ~~or any state~~ in connection with ~~this Lease, Landlord’s ownership of the Premises and/or~~ Tenant’s use of the Premises or this Lease (unless with respect to a portion of the Premises which has been recaptured or terminated). This general tax indemnity (“General Tax Indemnity”) will exclude: (i) Taxes based on income or capital gains, or franchise or doing business taxes of an Indemnified Party imposed by a jurisdiction in which such Indemnified Party is otherwise resident for tax purposes or is subject to taxation as a result of the Premises being located in such jurisdiction; (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Taxes preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an Indemnified Party of an interest in all or any part of the Premises, an Indemnified Party or any other interest created under the operative documents, other than during an Event of Default and other than pursuant to Tenant’s exercise of any rights or obligations under the operative documents; (v) Taxes imposed because the Indemnified Party is not a U.S. person; (vi) Taxes resulting from the gross negligence or willful misconduct of the Indemnified Party or any of its Affiliates or the violation of any provision of this Lease by the Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the expiration or earlier termination of this Lease (the “Tenant Tax Exclusions”). The General Tax Indemnity will be subject to Tenant’s right to contest Real Estate Taxes in the manner provided in Section 7.C. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event giving rise to payment of a General Tax Indemnity or the making of such payment. E. F. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Appears in 1 contract

Samples: Lease Agreement (Valley National Bancorp)

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, assessments including assessments for supplemental assessments and public improvements or ~~benefits~~benefits (subject to Subsection 7.D.), whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term~~, and including assessments under Encumbrances~~; water, sewer and other utility levies and charges; excise tax levies; ~~fees,~~ fees including license, permit, inspection, authorization and similar fees; and all other governmental ~~and other~~ charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the ~~Premises (including, without limitation, any Building and/or Property)~~ Buildings or the Property and/or the Rent (other than Real Estate Taxes) and all interest and penalties thereon attributable to any failure in payment by Tenant (other than failures arising from the acts or omissions of Landlord) which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the ~~Property~~ property or the leasing or use of the Premises or the ~~Property~~ property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, revenue, excise, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall ~~promptly~~ promptly, upon request, furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to ~~Section~~ Subsection 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant ~~promptly upon Landlord~~at least forty-five (45) days prior to when due, or as soon as possible thereafter as Landlord has received such xxxx and shall request that the local tax assessor’s ~~receipt~~ office issue a duplicate copy of the real estate tax xxxx directly to Tenant. If Landlord fails to timely deliver a xxxx for Real Estate Taxes hereunder, Landlord shall be responsible for any penalties, late charges or other expenses incurred by Tenant if it fails to timely pay such Real Estate Taxes as a result of such ~~xxxx~~delay. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when ~~due~~due if during the Term. Tenant ~~shall~~ shall, if Landlord so requests, provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default beyond the expiration of any applicable notice and cure periods in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, if such penalties and interest are caused by Tenant’s failure to pay such Real Estate Taxes in a timely manner, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments (other than those assessments under Subsection 7.D.) shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency ~~occurs,~~ occurs of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 18 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of ~~law~~law or insurance requirements of Section 18. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ reasonable, actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein ~~at no cost or expense to Landlord~~and/or fully participate therein in conjunction with Tenant. The provisions of this ~~Section 7.C~~ Subsection 7.C. shall not be construed to permit Tenant to contest the payment of Rent or any other amount (other than the Real Estate Taxes being contested in accordance herewith and any Impositions or Third-Party Charges that Tenant may from time to time be required to impound with Landlord Mortgagee pursuant to this Lease) payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save ~~harmless~~ Landlord and all ~~Landlord~~ Indemnified Parties and the Premises harmless from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises ~~or any portion thereof~~ in connection with any such contest and any loss resulting therefrom, except to the extent caused by Landlord’s negligence or willful misconduct. ~~Each party~~ Landlord and Tenant shall each promptly notify the other of any written notice of any ~~material~~ claims or assessments for Real Estate Taxes that may be asserted by ~~the~~ applicable taxing authorities that could result in a potential ~~material~~ liability or expense for the other, and coordinate with the other in the response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. In the event that a new special assessment for the Premises (the “New Special Assessment”) is proposed or enacted during the Term, Landlord, immediately upon receipt of notice thereof, shall notify Tenant of such New Special Assessment. Landlord shall not voluntarily elect to participate in, or vote in favor of, any such New Special Assessment without Tenant’s written approval thereof, which approval shall not be unreasonably withheld or delayed. If Landlord has the option to cause the assessments associated with a New Special Assessment to be paid in installments, Landlord shall so elect, and Tenant shall only be responsible for those installments that are due and payable during the Term. To the extent that any New Special Assessments are included in Real Estate Taxes, such New Special Assessment shall be paid pursuant to the provisions of Subsection 7.B. hereof. E. Tenant will indemnify ~~Landlord and/or any Landlord~~ the Indemnified Parties, on an after-tax basis, against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate ~~Taxes~~ Taxes, (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States ~~or any state~~ in connection with ~~this Lease, Landlord’s ownership of the Premises and/or~~ Tenant’s use of the Premises or this Lease (unless with respect to a portion of the Premises which has been recaptured or terminated). This general tax indemnity (“General Tax Indemnity”) will exclude: (i) Taxes based on income or capital gains, or franchise or doing business taxes of an Indemnified Party imposed by a jurisdiction in which such Indemnified Party is otherwise resident for tax purposes or is subject to taxation as a result of the Premises being located in such jurisdiction; (ii) Taxes on capital or net worth (including minimum and alternative minimum Taxes measured by any items of Taxes preference); (iii) Taxes to the extent they would not have been imposed if the Indemnified Party or any of its Affiliates had not engaged in activities or had a presence in the jurisdiction imposing such Taxes that activities or presence are unrelated to the transaction contemplated hereby; (iv) Taxes resulting from a voluntary or involuntary transfer by an Indemnified Party of an interest in all or any part of the Premises, an Indemnified Party or any other interest created under the operative documents, other than during an Event of Default by Tenant and other than pursuant to Tenant’s exercise of any rights or obligations under the operative documents; (v) Taxes imposed because the Indemnified Party is not a U.S. person; (vi) Taxes resulting from the negligence or willful misconduct of the Indemnified Party or any of its Affiliates or the violation of any provision of this Lease by the Indemnified Party or any of its Affiliates; and (vii) Taxes, with respect to any period after the expiration or earlier termination of this Lease. The General Tax Indemnity will be subject to Tenant’s right to contest Real Estate Taxes in the manner provided in Subsection 7.C. Tenant will be entitled to all future refunds of, and tax savings of Landlord (but not any of its direct or indirect beneficial owners) resulting from or attributable to, any event giving rise to payment of a General Tax Indemnity or the making of such payment. E. F. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Appears in 1 contract

Samples: Absolute Lease Agreement (First Midwest Bancorp Inc)

Real Estate Taxes. A. During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all taxes, other than those specifically excluded in Section 7.F, including ad valorem, sales, use, ~~rent~~ rent, commercial activity, and similar taxes imposed upon the Rent or ~~similar taxes~~other payments due under this Lease, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer ~~taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof~~taxes; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax ~~levies~~levies imposed upon the Rent or other payments due under this Lease; fees, including license, permit, inspection, authorization and similar fees; ~~and~~ and, all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or the Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes due and payable during under this Lease during the Term shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. If Landlord receives a ~~xxxx~~ bill for Real Estate Taxes, Landlord shall provide the ~~xxxx~~ bill for each installment of Real Estate Taxes to Tenant promptly upon ~~Landlord~~Xxxxxxxx’s receipt of such ~~xxxx~~bill. Tenant shall pay the Real Estate Taxes set forth on such ~~xxxx~~ bill prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which ~~Tenant~~ Xxxxxx has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the ~~right, before delinquency occurs,~~ right of protesting, contesting, objecting to or opposing, formally or informally, at Tenant’s sole cost and expense, by appropriate administrative and legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon ~~Tenant~~Xxxxxx’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by ~~Landlord~~Xxxxxxxx; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by ~~Tenant~~Xxxxxx, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord ~~hereunder~~hereunder other than Real Estate Taxes. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises (or any portion ~~thereof~~ thereof) in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by ~~Tenant~~Xxxxxx. ~~D. Tenant~~ X. Xxxxxx will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises on a site level basis (“Taxes”) ), imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises, including, without limitation, reimbursing Landlord for any such Taxes that are paid directly by Landlord. ~~E. Landlord~~ X. Xxxxxxxx and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in ~~this~~ Section 77.A through 7.C hereof, in no event will Tenant be required to pay any taxes of Landlord that are (i) ~~federal~~ imposed on or ~~state income taxes of Landlord~~measured by net income, ~~provided~~net profits, ~~however~~net worth or capital stock (however denominated, ~~for the avoidance of doubt~~including any minimum tax), ~~Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant~~ (ii) franchise ~~and excise~~ taxes; , (iii) branch profits taxes, (iv) gross receipts taxes (other than excise taxes on rental income), or (v) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this ~~Lease~~Lease (other than transfer or recordation taxes imposed in connection with the transfer of the Premises or the Property to Landlord, or ~~(iv) Taxes attributable solely~~ the leaseback of the Premises or the Property from Landlord to ~~any period after~~ Tenant, or the ~~expiration or earlier~~ termination of this Lease pursuant to the ~~Term hereof~~express provisions of the Purchase Agreement and the Lease); provided, however that taxes in the nature of rental or property taxes shall not be excluded. In the event that Tenant is required by Law to withhold any amount payable to Landlord under this Lease in respect of a tax excluded under this Section 7.F, the amount so withheld shall be treated for all purposes of this Lease as having been paid to Landlord.

Appears in 1 contract

Samples: Lease Agreement (Big Lots Inc)

Real Estate Taxes. ~~A. During~~ Section 15.01. Commencing on and as of the ~~Term~~Term Commencement Date, Tenant shall ~~promptly pay,~~ pay all Taxes (as hereinafter defined) on the Demised Premises on or ~~cause to be paid, on a cash basis when due~~ prior to the ~~applicable taxing authority one hundred percent (100%)~~ last day on which Taxes can be paid without interest or penalty. Section 15.02. For the purposes of this Article, the term “Taxes” shall include the sum of any and all taxes, ~~including ad valorem, sales, use, rent or similar taxes, including tax increases~~ real estate taxes and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof; assessments, ~~including assessments for supplemental assessments~~ special assessments, water and ~~public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water,~~ sewer ~~and other utility levies~~ rents and charges~~; excise tax~~ , levies~~; fees~~, ~~including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether~~ general or special, ordinary or extraordinary, unforeseen or ~~foreseen or unforeseen~~foreseen, of ~~every character and~~ any kind or nature whatsoever, and ~~nature whatsoever~~ each and every installment thereof which shall or may during the Term of this Lease be levied, assessed, imposed, become due and payable, or liens upon or arising in ~~respect~~ connection with the use, occupancy or possession of or grow out of, or for the Building and/or the Land, or any part thereof as if the Building and Land were the sole asset of Landlord. The parties acknowledge and agree that as used herein, “Taxes” includes any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Xxxxxx and Landlord that Proposition 13 was adopted by the voters of the ~~Premises~~ State of California in the June 1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants (~~including~~it is the intention of Tenant and Landlord that all such new and increased assessments, ~~without limitation~~taxes, ~~any Building and/or Property) and/or the Rent~~ fees, levies, and charges and all ~~interest~~ similar assessments, taxes, fees, levies and ~~penalties thereon attributable to any failure in payment by Tenant which~~ charges be included within the definition of Taxes for purposes of this Lease). If at any time ~~prior to,~~ during the Term of this Lease the methods of taxation prevailing at the execution of this Lease shall be altered so that in lieu of or ~~in respect~~ as a substitute for the whole or any part of the ~~Term hereof may be~~ taxes, assessments, levies, impositions or charges now levied, assessed or imposed on real estate or ~~in respect of~~ the improvements thereon there shall be levied, assessed or ~~be a lien upon~~ imposed (i) a tax, assessment, levy, imposition or charge wholly or partially payable as a capital levy or otherwise on the ~~Premises~~ rents received therefrom, or ~~any part thereof or any appurtenance thereto,~~ (ii) a tax, assessment, levy, imposition or charge measured by or based in whole or in part upon the Demised Premises and imposed upon Landlord, or (iii) a tax, imposition, license fee or charge measured by or otherwise in any ~~Rent reserved~~ way based upon the rents payable by Tenant to Landlord, or ~~payable hereunder~~ (iv) a tax, imposition, license fee or charge measured by or otherwise in any way based upon the rent receivable by Landlord for the Building or any portion thereof and/or the Land or any other ~~sums payable by Tenant hereunder, (iii) this Lease~~ building or other improvements constructed on the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereofLand, or (v) a tax, license fee or charge imposed on Landlord which is otherwise measured by or based in whole or in part, upon the Building or any ~~document to~~ portion thereof and/or the Land or any other building or other improvements constructed on the Land (whether based upon the area or value thereof or other measure), or (vi) any other tax or levy imposed in lieu of or as a substitute for Taxes which ~~Tenant is a party creating~~ are levied, assessed or ~~transferring an interest or estate~~ imposed as of the date of this Lease, then in any such event, the same shall be included in the ~~Premises~~computation of Taxes hereunder. Except as otherwise set forth in the preceding sentence, ~~together with~~ the term “Taxes” shall not include federal, state or local income taxes; franchise, gift, transfer, excise, capital stock, estate or inheritance taxes; penalties and/or interest for late payments. A tax bill or copy thereof shall be conclusive evidence of the amount of Taxes or installments thereof. Section 15.03. If at any ~~interest or penalties thereon~~ time during the Term the holder of any superior mortgage requires the establishment of an escrow account for the payment of Taxes, Tenant shall, at the election of Landlord, pay to Landlord, within thirty (~~all~~ 30) days after receipt of ~~which are hereinafter called “Real Estate Taxes”)~~notice of Xxxxxxxx’s election provided herein, the amount of Landlord’s initial deposit into such escrow account and thereafter, commencing on the first day of the month after receipt said notice, the amount required by the superior mortgagee to be deposited monthly into such account. Such monthly escrow payments shall be subject to adjustments as required by the superior mortgagee. Section 15.04. Only Tenant shall ~~make~~ be eligible to institute proceedings to reduce the assessed valuation of the Land or the Building. In the event Tenant shall obtain a tax refund as a result of any such ~~payments directly~~ reduction proceedings for any period after the Term Commencement Date, then Tenant shall be entitled to the ~~taxing authorities~~ entire refund obtained; it being understood and agreed that Landlord shall ~~promptly furnish~~ be entitled to ~~Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided~~the entire refund obtained that is attributable to any period prior to the Term Commencement Date. Notwithstanding anything contained to the contrary herein, ~~however, failure furnish such proof~~ Tenant shall not be ~~an Event~~ entitled to any refund in excess of ~~Default hereunder so long as~~ Taxes paid by Tenant ~~provides Landlord with~~ hereunder. Section 15.05. If the ~~same within two~~ Term of this Lease shall terminate on any date other than the last day of a tax fiscal year, the amount payable by Tenant during the tax fiscal year in which such termination occurs shall be prorated on the basis that the number of days from the commencement of said tax fiscal year to and including said termination date bears to three hundred sixty-five (~~2) Business Days of receipt written notice from Landlord~~365). ~~Tenant~~A similar proration shall be made for the tax fiscal year in which Xxxxxx’s obligation to pay ~~Real Estate~~ Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section 7.C. Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereoffirst arises. ~~B. If Landlord receives~~ Section 00.00. Xx no event shall any adjustment of the Taxes payable hereunder result in a xxxx for Real Estate Taxes, Landlord shall provide the xxxx for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such xxxx. Tenant shall pay the Real Estate Taxes set forth on such xxxx prior to when due. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default decrease in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium Base Rent or interest, except that on the termination of this Lease any Real Estate Taxes which Tenant has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings (or informal objection process, to the extent customary and appropriate in the applicable jurisdiction) conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon Tenant’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim Additional Rent payable pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the applicable Site or Sites, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the applicable Site or Sites, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv) the insurance coverage required by Section 15 shall be maintained; (v) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; and (vi) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, or comply with the applicable requirement of law. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its commercially reasonable out-of-pocket third party costs associated with such execution, and, if reasonably requested by Tenant, Landlord shall join as a party therein at no cost or expense to Landlord. The provisions of this Section 7.C shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, ~~Tenant shall indemnify, defend, protect~~ it being agreed that the payment of Additional Rent under this Article is an obligation supplemental and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon Landlord, the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response addition to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by Tenant. D. Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any and all fees or taxes, including, but not limited to, Real Estate Taxes (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, Landlord’s ownership of the Premises and/or Tenant’s use of the Premises. E. Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required obligation to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereofBase Rent.

Appears in 1 contract

Samples: Lease Agreement (Highland Transcend Partners I Corp.)

Real Estate Taxes. A. (a) During the Term, Tenant shall promptly pay, or cause to be paid, on a cash basis when due to the applicable taxing authority one hundred percent (100%) of all ~~taxes~~Taxes, including ad valorem, sales, use, rent or similar taxes, including tax increases and re-assessments; payments in lieu of taxes pursuant to any statutory service agreement, payment-in-lieu-of-taxes agreement or the like~~; transfer taxes payable in connection with Tenant’s transfer of any of its interest in this Agreement, the Property or any portion thereof~~; assessments, including assessments for supplemental assessments and public improvements or benefits, whether or not commenced or completed prior to the date hereof and whether or not to be completed within the Term, and including assessments under Encumbrances; water, sewer and other utility levies and charges; excise tax levies; fees, including license, permit, inspection, authorization and similar fees; and all other governmental and other charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character and any kind and nature whatsoever in respect of the Premises (including, without limitation, any Building and/or Property) and/or the Rent and all interest and penalties thereon attributable to any failure in payment by Tenant which at any time prior to, during or in respect of the Term hereof may be assessed or imposed on or in respect of or be a lien upon (i) the Premises or any part thereof or any appurtenance thereto, (ii) any Rent reserved or payable hereunder or any other sums payable by Tenant hereunder, (iii) this Lease or the leasehold estate hereby created or the operation, possession, occupancy or use of the Premises or any part thereof, (iv) any occupancy, operation, use or possession of, or sales from or activity conducted on or in connection with the Premises or the Property or the leasing or use of the Premises or the Property or any part thereof, or (v) any document to which Tenant is a party creating or transferring an interest or estate in the Premises, together with any interest or penalties thereon (all of which are hereinafter called “Real Estate Taxes”). Notwithstanding the foregoing, there shall be excluded from Real Estate Taxes: all excess profits, transfer, gain, foreign ownership or control, mortgage, intangible, gift, inheritance and succession, estate and income taxes. Tenant shall make such payments directly to the taxing authorities and shall promptly furnish to Landlord copies of official receipts or other satisfactory proof evidencing such direct payments; provided, however, failure furnish such proof shall not be an Event of Default hereunder so long as Tenant provides Landlord with the same within two (2) Business Days of receipt written notice from Landlord. Tenant’s obligation to pay Real Estate Taxes shall be absolutely fixed upon the date such Real Estate Taxes become a lien upon the Premises or any part thereof, subject to Section ~~7.C.~~ 8(c). Tenant shall also be responsible for all Real Estate Taxes which, on the Commencement Date, are a lien upon the Premises or any part thereof. B. (b) If Landlord receives a ~~xxxx~~ bill for Real Estate Taxes, Landlord shall provide the ~~xxxx~~ bill for each installment of Real Estate Taxes to Tenant promptly upon Landlord’s receipt of such ~~xxxx~~bill. Tenant shall pay the Real Estate Taxes set forth on such ~~xxxx~~ bill prior to when due. If Landlord fails to timely deliver a bill for Real Estate Taxes hereunder and so long as Tenant did not know or would not otherwise have known of such Real Estate Taxes after commercially reasonable due diligence and inquiry, Landlord shall be responsible for any penalties, late charges or other expenses incurred by Tenant if it fails to timely pay such Real Estate Taxes as a result of such delay; provided that the foregoing shall not apply to any ad valorem real property or Personal Property taxes. Tenant shall provide Landlord with reasonable evidence that such Real Estate Taxes have been paid. If Tenant shall default in the payment of any Real Estate Taxes, Landlord shall have the right (but not the obligation) to pay the same together with any penalties and interest, in which event the amount so paid by Landlord shall be paid by Tenant to Landlord upon demand with interest thereon at the Default Rate. Tenant may pay any Real Estate Taxes in installments, if payment may be so made without penalty, fine, premium or interest, except that on the termination of this Lease any Real Estate Taxes which ~~Tenant~~ Xxxxxx has elected to pay in installments shall be apportioned between Landlord and Tenant based on the time remaining in the Term. All Real Estate Taxes for the tax year in which this Lease shall terminate shall be apportioned between Landlord and Tenant on a cash basis. C. (c) Tenant shall have the right, before delinquency occurs, of protesting, contesting, objecting to or opposing, at Tenant’s sole cost and expense, by appropriate legal proceedings ~~(or informal objection process, to the extent customary and appropriate in the applicable jurisdiction)~~ conducted in good faith and with due diligence, the legality or amount of any such Real Estate Taxes, assessments or assessed valuations in its own or in Landlord’s name as the case may be, and upon ~~Tenant~~Xxxxxx’s written request, Landlord will, at no cost or expense to Landlord, reasonably cooperate with Tenant; provided, however, that (i) in the case of any unpaid Real Estate Taxes, lien, attachment, levy, encumbrance, charge or claim pursuant to any Law, the commencement and continuation of such proceedings shall suspend the collection or enforcement thereof from or against Landlord and the ~~applicable Site or Sites~~Premises, which suspension may be caused by the payment by Tenant of a bond or some other form of security for payment; (ii) neither the ~~applicable Site or Sites~~Premises, the Rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings solely based on the outcome of the proceeding and not if Tenant has the right to make a curative payment following the outcome of the proceeding to avoid any of the foregoing consequences; (iii) ~~in the case of any requirement of Law, neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; (iv)~~ the insurance coverage required by Section 15 16 shall be maintained; (viv) Tenant shall keep Landlord reasonably informed as to the status of and with copies of all documents in the proceedings, upon request by Landlord; ~~and~~ (viv) if such contest shall be finally resolved against Landlord or Tenant, Tenant shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon, and (vi) Tenant shall fund without reimbursement from Landlord any bond, deposit or ~~comply~~ such other security required by a taxing authority and if reasonably required, by Landlord or Landlord Mortgagee, in connection with ~~the applicable requirement of law~~any protest or contest contemplated by this Section 8. Landlord shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest, provided Tenant shall reimburse Landlord for its ~~commercially reasonable~~ actual out-of-pocket ~~third party~~ costs associated with such execution, and, if reasonably requested by ~~Tenant~~Xxxxxx, Landlord shall join as a party therein (and at no cost or expense to Landlord). The provisions of this Section ~~7.C~~ 8(c) shall not be construed to permit Tenant to contest the payment of Rent or any other amount payable by Tenant to Landlord hereunder. Without limiting any other provision of this Lease, Tenant shall indemnify, defend, protect and save harmless Landlord and all Landlord Indemnified Parties and the Premises from and against any and all liability, costs, fees, damages, expenses, penalties, fines and charges of any kind (including reasonable attorneys’ fees, including those incurred in the enforcement of this indemnity) that may be imposed upon ~~Landlord,~~ Landlord or the Premises or any portion thereof in connection with any such contest and any loss resulting therefrom. Each party shall promptly notify the other of any written notice of any material claims or assessments for Real Estate Taxes that may be asserted by the applicable taxing authorities that could result in a potential material liability or expense for the other, and coordinate with the other in response to and settlement of such claims or assessments for Real Estate Taxes. Any refund due from any taxing authority in respect of any Real Estate Taxes paid by or on behalf of Tenant shall be paid over to or retained by ~~Tenant~~Xxxxxx. D. (d) In the event that a new special assessment for the Premises (a “New Special Assessment”) is proposed or enacted during the Term, Landlord, promptly following receipt of written notice thereof, shall notify Tenant of such New Special Assessment; provided that, for the avoidance of doubt, failure to provide such notice shall not result in any liability for Landlord or relieve Tenant of any of its obligations hereunder (including, without limitation, Tenant’s obligation to pay Real Estate Taxes). (e) Tenant will indemnify Landlord and/or any Landlord Indemnified Parties, on an after-tax basis, against any ~~and all~~ fees or taxes, including, but not limited to, Real Estate Taxes and any fees or taxes directly attributable to the Premises, including the Business, Professions & Occupational Licenses (“BPOL”) tax assessed by applicable counties (“Taxes”) imposed by the United States or any taxing jurisdiction or authority of or in the United States or any state in connection with this Lease, ~~Landlord~~Xxxxxxxx’s ownership of the Premises and/or Tenant’s use of the Premises~~. E.~~ . Landlord and Tenant shall, upon request of the other, promptly provide such data as is maintained by the party to whom the request is made with respect to the Premises as may be necessary to prepare any required tax returns and reports required by a governmental authority. F. Notwithstanding anything to the contrary in this Section 7, in no event will Tenant be required to pay any (i) federal or state income taxes of Landlord, provided, however, for the avoidance of doubt, Tenant shall be obligated to pay any rent taxes or other similar taxes levied against payments received by Tenant (ii) franchise and excise taxes; (iii) transfer taxes or any taxes imposed with respect to the sale, exchange or other disposition by Landlord, in whole or in part, of the Premises or the Property or Landlord’s interest in this Lease, or (iv) Taxes attributable solely to any period after the expiration or earlier termination of the Term hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Atlantic Union Bankshares Corp)

Common use of Real Estate Taxes Clause in Contracts