Common use of Rent Taxes Clause in Contracts

Rent Taxes. The Base Rent for the Equipment will commence on the Base Term Date and will be due and payable without notice or demand at Lessor’s address set forth above, or such other address as Lessor may designate in writing, and on the same day of each month until the Equipment is returned or purchased by Lessee as provided herein. In addition to Base Rent, Lessee will pay one-thirtieth (1/30) of the Base Rent (or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit to the appropriate taxing authority, and Lessee agrees to reimburse Lessor for, all Impositions. If Lessor pays any Impositions, Lessee will indemnify and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in the preparation and filing of any tax returns relating to such Impositions. Lessee's obligation to pay all amounts due and to become due under any Schedule will be absolute and unconditional and will not be subject to any abatement, reduction, defense, counterclaim, set-off, or recoupment, including without limitation, any present or future claim against Lessor, Manufacturer, or any other person or entity for any cause whatsoever. In furtherance of the foregoing, Lessee agrees that each Schedule constitutes a “finance lease” solely for the purposes of Article 2A of the UCC, and waives any other law, present or future, which permits Lessee to suspend or reduce payment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, all available money damages consistent herewith arising from a default of Lessor's obligations hereunder, which Lessee will pursue in an independent action brought within two (2) years after the cause of action first accrued. Any payment of Base Rent or other amount due under a Schedule which is not paid when due will accrue interest at the Overdue Rate.

Rent Taxes. The Base Tenant agrees to pay to Landlord, without demand, deduction or offset, Minimum Annual Rent and Annual Operating Expenses for the Term. Tenant shall pay the Monthly Rent, in advance, on the first day of each calendar month during the Term, at Landlord’s address designated in Section 1 above unless Landlord designates otherwise; provided that Monthly Rent for the Equipment will commence third full month shall be paid at the signing of this Lease. Notwithstanding anything contained in this Lease to the contrary, if the Commencement Date does not occur on the Base Term first day of a calendar month, then (i) the Monthly Rent for that partial calendar month (“Partial Month”) in which the Commencement Date occurs shall be appropriately prorated on a per diem basis at the rate of $11,899.27 per day and will shall be due paid by Tenant to Landlord on or before the Commencement Date, and payable without notice or demand at Lessor’s address (ii) Tenant shall not be responsible for paying Landlord monthly installments of Minimum Annual Rent for the Premises for the period (“Abatement Period”) commencing on the first day of the first full calendar month following the Partial Month and expiring on the last day of the second full calendar month following the Partial Month, as set forth abovein Section 1(f) of this Lease, or such other address as Lessor may designate provided, however, that Tenant shall be responsible for paying Landlord monthly installments of Annual Operating Expenses for the Premises in writing, and on the same day amount of each month until the Equipment is returned or purchased by Lessee $46,881.31 (subject to adjustment as provided hereinin this Lease) during such Abatement Period, as set forth in Section 1(g) of this Lease. Tenant shall pay Landlord a service and handling charge equal to 5% of any Rent not paid within 5 days after the date due. In addition to Base addition, any Rent, Lessee including such charge, not paid within 5 days after the due date will pay one-thirtieth (1/30) of bear interest at the Base Rent (or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent Interest Rate from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit date due to the appropriate taxing authority, and Lessee agrees to reimburse Lessor for, all Impositionsdate paid. If Lessor pays any Impositions, Lessee will indemnify and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in the preparation and filing of any tax returns relating to such Impositions. Lessee's obligation to pay all amounts due and to become due under any Schedule will be absolute and unconditional and will not be subject to any abatement, reduction, defense, counterclaim, set-off, or recoupment, including without limitation, any present or future claim against Lessor, Manufacturer, or any other person or entity for any cause whatsoever. In furtherance of Notwithstanding the foregoing, Lessee agrees with respect to the first two late payments in any 12 consecutive month period, no service and handling charge or interest shall be assessed if Landlord receives such late payment within 5 days after Tenant’s receipt of written notice from Landlord that each Schedule constitutes a “finance lease” solely for the purposes of Article 2A of the UCC, and waives any other law, present or future, which permits Lessee to suspend or reduce paymentsuch payment has not been timely received. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, Tenant shall pay before delinquent all available money damages consistent herewith arising from a default of Lessor's obligations hereunder, which Lessee will pursue in an independent action brought within two (2) years after the cause of action first accrued. Any payment of Base Rent taxes or other charges levied or assessed upon, measured by, or arising from: (a) the conduct of Tenant’s business; (b) Tenant’s leasehold estate; or (c) Tenant’s property. Additionally, Tenant shall pay to Landlord all sales, use, transaction privilege, or other excise tax that may at any time be levied or imposed upon, or measured by, any amount due payable by Tenant under a Schedule which is not paid when due will accrue interest at the Overdue Ratethis Lease, excluding any inheritance, estate, succession, transfer, gift, income, franchise, corporate and/or excise taxes imposed upon Landlord.

Rent Taxes. The Base 4.1. Except as otherwise provided in Section 2.1 herein with respect to the Maxon Building, the monthly rent for all of the Leased Premises, exclusive of VAT (the “Other Rent”), for the first four (4) years of the Initial Lease Term, shall be the sum for all of the Leased Premises of the calculation for each Leased Building of the applicable Monthly Unit Rent as of December 31, 2003 derived in accordance with Exhibit C multiplied by the number of square meters in the Leased Premises of the applicable Leased Building. Commencing on the fourth (4th) anniversary of the Closing Date, or on the first day of the immediately succeeding calendar month if the Closing Date is not the first day of the calendar month, and every anniversary of such date (each, a “Calculation Date”), the Other Rent for the Equipment each Leased Premises in each Leased Building will commence be recalculated annually based on the Base Term Date and will be due and payable without notice or demand at Lessor’s address set forth aboveRent Calculation for Monthly Unit Rent attached as Exhibit C, or such other address as Lessor may designate multiplied by the number of square meters in writing, and on the same day Leased Premises of each month until the Equipment is returned or purchased by Lessee as provided hereinapplicable Leased Building. 4.2. In addition to Base RentProvided the square meters of the Leased Premises for the particular Leased Building are more than fifty percent (50%) of all of the square meters of the Leased Building, Lessee will pay one-thirtieth (1/30) of shall have the Base Rent (right to require Lessor to contest the amount or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit to the appropriate taxing authority, and Lessee agrees to reimburse Lessor for, all Impositions. If Lessor pays any Impositions, Lessee will indemnify and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in the preparation and filing validity of any tax returns Taxes or other claim (collectively, “Claims”) relating to such Impositions. Lessee's obligation Leased Building, if Lessee in good faith, reasonably believes they are incorrect, in which case Lessee may pay under protest while the Claim is contested, or delay payment thereof or compliance therewith to the extent they are being so contested, provided that (i) Lessee shall pay all amounts or perform the contest of such Claim, and the amount due and for such Claims as finally determined; (ii) such contest shall not otherwise cause Lessor to become due be in default under any Schedule will be absolute and unconditional and will not be subject to contracts or legally enforceable requirements of third parties including any abatement, reduction, defense, counterclaim, set-off, Governmental Entity which are binding upon Lessor; or recoupment, including without limitation, cause any present or future claim against Lessor, Manufacturer, material part of the Leased Buildings or any other person Rent therefrom to be in any immediate danger of sale, forfeiture, attachment or entity for loss; and (iii) Lessee shall indemnify, protect, defend and hold harmless Lessor from and against any cause whatsoever. In furtherance of the foregoingDamage, Lessee agrees that each Schedule constitutes incurred by Lessor in connection therewith or as a “finance lease” solely for the purposes of Article 2A of the UCC, and waives any other law, present or future, which permits Lessee to suspend or reduce payment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, all available money damages consistent herewith arising from a default of Lessor's obligations hereunder, which Lessee will pursue in an independent action brought within two (2) years after the cause of action first accrued. Any payment of Base Rent or other amount due under a Schedule which is not paid when due will accrue interest at the Overdue Rateresult thereof.

Rent Taxes. The Base (a) Tenant agrees to pay to Landlord, without demand, deduction or offset other than as expressly set forth in this Lease, Minimum Annual Rent and Annual Operating Expenses for the Term. Tenant shall pay the Monthly Rent, in advance, on the first day of each calendar month during the Term to an account designated by Landlord. In addition, the Monthly Rent for the Equipment first full month shall be paid within five (5) days after the satisfaction or waiver by Landlord of the Lease Contingency set forth in Section 37 below. If the Commencement Date is not the first day of the month, the Monthly Rent for that partial month shall be apportioned on a per diem basis at a daily rate equal to the Monthly Rent for the first month of the Term multiplied by a fraction, the numerator of which is one (1) and the denominator of which is the number of days in the calendar month in which the Commencement Date occurs, and such amount shall be paid on or before the Commencement Date. Tenant shall pay Landlord a service and handling charge equal to five percent (5%) of any Rent not paid within five (5) Business Days after the date due. In addition, any regularly scheduled installment of monthly Rent, including such charge, not paid within five (5) Business Days after the due date will commence bear interest at the Interest Rate from the date due to the date paid; provided, however that such charge shall not be assessed unless and until Tenant shall have failed to make payment of any regularly scheduled installment of monthly Rent after notice and within such grace period more than once in any twelve (12) month period, and thereafter such charge shall be payable in the instance of a delinquency in the payment of any regularly scheduled installment of monthly Rent greater than five (5) Business Days within such twelve (12) month period. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the right to make any payment under this Lease “under protest” and, if Tenant makes payment of such sums under protest, such payment shall not be regarded as a voluntary payment, and there shall survive the right on the Base Term Date part of Tenant to institute suit for the recovery of such sum. Notwithstanding the foregoing to the contrary, if such suit is not commenced within one hundred twenty (120) days after the payment under protest has been made, the cause of action shall be deemed waived. If Tenant commences such suit within the required time period, and will it shall be due and payable without notice adjudged by a court of competent jurisdiction that there was no legal obligation on the part of Tenant to pay such sum or demand at Lessorany part thereof, Tenant shall be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease. (b) Subject to Tenant’s address right to contest the same in good faith as set forth abovebelow, Tenant shall pay before delinquency all taxes or other charges levied by a governmental or quasi-governmental taxing authority assessed upon, measured by, or such other address as Lessor may designate in writing, and on the same day of each month until the Equipment is returned or purchased by Lessee as provided herein. In addition to Base Rent, Lessee will pay one-thirtieth arising from: (1/30i) Tenant’s use of the Base Rent Premises and/or the conduct of Tenant’s business at the Premises (or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit to the appropriate taxing authorityincluding, and Lessee agrees to reimburse Lessor for, all Impositions. If Lessor pays any Impositions, Lessee will indemnify and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in the preparation and filing of any tax returns relating to such Impositions. Lessee's obligation to pay all amounts due and to become due under any Schedule will be absolute and unconditional and will not be subject to any abatement, reduction, defense, counterclaim, set-off, or recoupment, including without limitation, any present the Philadelphia Use and Occupancy Tax); (ii) Tenant’s leasehold estate; or future claim against Lessor(iii) Tenant’s property or trade fixtures. Additionally, Manufacturersubject to such right of good faith contest, Tenant shall pay to Landlord all sales, use, transaction privilege, or other excise tax that may at any other person time be levied or entity for imposed upon, or measured by, any cause whatsoever. In furtherance amount payable by Tenant under this Lease (including, without limitation, the gross receipts portion of the foregoingPhiladelphia Business Income & Receipts Tax). (c) Tenant, Lessee agrees that each Schedule constitutes at its sole cost and expense may from time to time, if it shall in good faith so desire, seek by appropriate proceedings to obtain a “finance lease” solely for reduction in the purposes of Article 2A assessed valuation of the UCCProperty for tax purposes, and waives subject to the following conditions: (i) at the time of any other lawsuch proceedings, present or future, which permits Lessee to suspend or reduce payment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, all available money damages consistent herewith arising from a default of Lessor's obligations hereunder, which Lessee will pursue in an independent action brought within there shall be at least two (2) years after Lease Years remaining in the cause of action Term, (ii) Tenant shall first accrued. Any payment of Base Rent have requested in writing that Landlord undertake such contest and Landlord shall have refused or other amount due under a Schedule which is not paid when due will accrue interest failed to do so within sixty (60) days following such request from Tenant, (iii) Tenant shall, at the Overdue Ratetime of such request, be leasing at least 66.67% of the rentable square footage of the Building (other than the retail portions thereof), (iv) Tenant shall provide to Landlord, in writing, the basis on which Tenant proposes to contest such Taxes or assessment, including if relevant the appraised valuation of the applicable tax parcel determined by Tenant’s consultant, and (v) Tenant shall undertake all measures necessary to prevent the lien of any taxing authority from being perfected or foreclosed by reason of Tenant’s contest including, without limitation, where required, paying all disputed taxes, placing such amounts in escrow or bonding over such lien. Landlord agrees, at the request of Tenant, to join with Tenant at Tenant’s expense in said proceedings and Landlord agrees to sign and deliver such papers and instruments as may be reasonably necessary to prosecute such proceedings. If such contest shall result in any decrease or refund of Taxes for which Tenant has been charged hereunder, Landlord shall promptly reimburse to Tenant its proportionate amount of such decrease or refund.

Rent Taxes. The Base This is a “triple net” lease and the Minimum Annual Rent payments due from Tenant do not include any Annual Operating Expenses, other additional Rent, or utilities and services, which amounts are Tenant’s responsibility as set forth herein. Accordingly, Tenant agrees to pay to Landlord, without demand, deduction or offset, Minimum Annual Rent, Annual Operating Expenses, and other additional Rent for the Equipment will commence Term, in advance, on the Base first (1st) day of each calendar month during the Term Date and will be due and payable without notice or demand at Lessor(collectively, the “Monthly Rent”), to Landlord’s address set forth above, or such other address as Lessor may designate in writing, and on the same “Payment Rider” attached hereto as Exhibit “C” (unless Landlord designates otherwise in writing to Tenant) or if required by Landlord to an account selected by Landlord by direct payment, in which event Tenant shall execute and deliver a direct payment authorization within five (5) days after receipt of Landlord’s notice; provided that Monthly Rent for the first (1st) full month of the Term shall be paid to Landlord concurrent with the signing of this Lease. If either the Initial Premises Commencement Date or the Expansion Premises Commencement Date is not the first (1st) day of each the month, the monthly installment of Minimum Annual Rent for that partial month until shall be apportioned on a per diem basis and shall be paid on or before the Equipment is returned or purchased by Lessee Initial Premises Commencement Date and/or the Expansion premises Commencement Date, as provided hereinthe case may be. Tenant shall pay Landlord a service and handling charge equal to [***] of any Rent not paid within five (5) days after the date due, which amount shall be considered part of Tenant’s Rent obligation. In addition to Base addition, any Rent, Lessee including such charge, not paid within five (5) days after the due date will pay one-thirtieth bear interest at the at the rate of [***] per month (1/30the “Interest Rate”) of the Base Rent (or one-ninetieth (1/90) of the Base Rent if paid quarterly) as additional pro rata rent from the Date of Acceptance until the Base Term Date payable on the Base Term Date. Lessor will report and remit date due to the appropriate taxing authoritydate paid, and Lessee agrees to reimburse Lessor for, all Impositionswhich amount shall be considered part of Tenant’s Rent obligation. If Lessor pays any Impositions, Lessee The payment of interest on such amounts will indemnify and reimburse Lessor upon receipt of Lessor’s invoice for any such payment and any expenses incurred in not extend the preparation and filing due date of any tax returns relating to such Impositionsamount owed. Lessee's obligation to pay all amounts due and to become due under any Schedule will be absolute and unconditional and will not be subject to any abatement, reduction, defense, counterclaim, set-off, or recoupment, including without limitation, any present or future claim against Lessor, Manufacturer, or any other person or entity for any cause whatsoever. In furtherance of Notwithstanding the foregoing, Lessee agrees that each Schedule constitutes a “finance lease” solely for Landlord shall waive the purposes first late charge and interest payment in any twelve (12)-month period during the Term provided the delinquent payment is made within five (5) days after Tenant’s receipt of Article 2A of the UCC, and waives any other law, present or future, which permits Lessee to suspend or reduce paymentwritten notice thereof. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE BY SECTIONS 2A-401 AND 2A-402, AND SECTIONS 2A-508 THROUGH 2A-522 OF THE UCC, PROVIDED HOWEVER, THAT THE FOREGOING WAIVER WILL IN NO EVENT IMPAIR OR DIMINISH ANY RIGHT OR REMEDY OTHERWISE CONFERRED UPON LESSEE HEREUNDER. Lessee hereby reserves, and Lessor will remain fully responsible for, Tenant shall pay before delinquent all available money damages consistent herewith arising from a default of Lessor's obligations hereunder, which Lessee will pursue in an independent action brought within two (2) years after the cause of action first accrued. Any payment of Base Rent or other amount due under a Schedule which is not paid when due will accrue interest at the Overdue Rate.taxes or