Common use of TAX ESCALATION Clause in Contracts

TAX ESCALATION. If, in any tax fiscal year during the Term commencing with the tax fiscal year 2020 (which tax fiscal year 2020 commences on July 1, 2019 and expires on June 30, 2020), the Real Estate Taxes (as defined below) are in excess of the amount of the Real Estate Taxes or the tax fiscal year 2020 (which tax fiscal year 2019 commences on July 1, 2018 and expires on June 30, 2019)(such tax fiscal year 2019 shall be the “Tax Base Year”), Tenant will pay to Landlord, as Additional Rent hereunder, within thirty (30) days of Xxxxxx’s receipt of Landlord’s written demand, monthly estimated payments of 1/12 of Tenant’s Tax Share (as defined below) of the amount of such excess (such Tenant’s Tax Share of such excess amount being, hereinafter, “Tenant’s Tax Rent”), which written demand shall include, with specificity, Landlord’s calculations of Xxxxxx’s Tax Share and Tenant’s Tax Rent, as well as a copy of the invoice from the applicable municipal authorities of the bill(s) for the Real Estate Taxes applicable thereto as follows: For purposes hereof, “Tenant’s Tax Share” or “Tenant’s Share” currently is deemed for all purposes to be a fraction, the numerator of which is the total rentable square feet of the Premises of 13,532 and the denominator of which is the total rentable square feet of the Building of 130,000 rentable square feet as of the effective date of this lease, Tenant’s Tax Share is ten and 41/100 percent (10.41%) (and which shall not be modified during the initial term of this lease unless either (i) the rentable square footage of the Premises increases or decreases, or (ii) the rentable square footage of the Building increases or decreases, and only by amendment of this Lease). If the Landlord obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less one-third of the abatement obtained recovered in lieu of fees and costs incurred in obtaining the same, if any, shall be refunded to the Tenant. For the manner of billing and payment, see Section 6(C), below. In addition, Tenant shall pay to Landlord, as Tenant’s Tax Share, specified in this Section of the amount of assessments, sales or use taxes imposed with respect to real estate taxes, rent, and other public charges which are in the nature of or similar to taxes (which are limited to any other charge by a federal, state, county, or local government, special district, improvement district, or other political subdivision taxes, all levies or impositions of every kind and nature in connection with the ownership, leasing and operation of the Building, whether foreseen or unforeseen, general, special, ordinary or extraordinary, including ad valorem taxes, transit taxes, use and occupancy taxes, taxes based on the receipt of rent, and value added taxes relating to the Building) which may be placed on the leased premises or the Building, levied, assessed, or imposed at any time by any governmental authority upon or against the Building and personalty or taxes in lieu thereof in any lease year or partial lease year. Notwithstanding the foregoing, none of Landlord’s gross receipts taxes, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and all other real estate taxes relating to a period or payable outside the term of the Lease shall be included in determining Tenant’s Tax Share.

TAX ESCALATION. IfCommencing as of February 1, in 2018, if any tax fiscal year during the Term commencing with the tax fiscal year 2020 (which tax fiscal year 2020 commences on July 1, 2019 and expires on ending June 30, 2020)2019, the Real Estate Taxes (as defined below) real estate taxes on the land and buildings, of which the Leased Premises are a part, are in excess of the amount of the Real Estate Taxes or real estate taxes thereon for the tax fiscal year 2020 (which tax fiscal year 2019 commences on July 1, 2018 and expires on ending June 30, 2019)(such tax fiscal year 2019 shall be 2018 (hereinafter called the “Tax Base Year”), Tenant LESSEE will pay to Landlord, LESSOR as Additional Rent additional rent hereunder, within thirty (30) days of Xxxxxx’s receipt of Landlord’s written demandwhen and as designated by notice in writing by LESSOR, monthly estimated payments of 1/12 of Tenant’s Tax Share (as defined below) of the amount 18.51% of such excess (such Tenant’s Tax Share of such excess amount being, hereinafter, “Tenant’s Tax Rent”), which written demand shall include, with specificity, Landlord’s calculations of Xxxxxx’s Tax Share and Tenant’s Tax Rent, as well as a copy that may occur in each year of the invoice from the applicable municipal authorities of the bill(s) for the Real Estate Taxes applicable thereto as follows: For purposes hereof, “Tenant’s Tax Share” or “Tenant’s Share” currently is deemed for all purposes to be a fraction, the numerator of which is the total rentable square feet of the Premises of 13,532 and the denominator of which is the total rentable square feet of the Building of 130,000 rentable square feet as of the effective date of this lease, Tenant’s Tax Share is ten and 41/100 percent (10.41%) (and which shall not be modified during the initial term of this lease unless either (i) the rentable square footage or any extension or renewal thereof and proportionately for any part of the Premises increases or decreases, or (ii) the rentable square footage of the Building increases or decreases, and only by amendment of this Lease)a fiscal year. If the Landlord LESSOR obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less one-third of the abatement obtained recovered in lieu of reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the TenantLESSEE. For The LESSEE shall, effective July 1, 2018, make estimated installment payments as additional rent as and when the manner payment of billing base rent is due. During the fiscal year ending June 30, 2019 (July 1, 2018 – June 30, 2019) the LESSEE’S estimated installment payments shall be based on 105% of the actual real estate taxes assessed during the fiscal year ending June 30, 2018 (July 1, 2017 – June 30, 2018) less the Base Year amount. Thereafter, estimated real estate tax payments shall be based on 105% of the prior year’s actual real estate taxes less the Base Year amount. Actual real estate taxes will not be known at the beginning of each fiscal year and paymenttherefore retroactive adjustment to estimated payments shall be necessary when actual real estate taxes are known. After the end of each fiscal year, see Section 6(C)as and when the actual real estate taxes are available, belowLESSOR shall provide LESSEE written notice in reasonable detail of LESSEE’S pro rata share of the actual real estate taxes for such fiscal year less the Base Year amount, the estimated payments made by LESSEE on account thereof, and the new estimated payments calculated in accordance with the above. In addition, Tenant The LESSEE shall pay LESSOR within thirty (30) days of receiving such written notice, the balance owed due to Landlordinsufficient estimated payments made in accordance with the above, as Tenant’s Tax Share, specified and the LESSOR shall credit the LESSEE’S account for any excess estimated payments made in this Section accordance with the above or refund such amount to LESSEE at the end of the amount Term if such credit cannot be fully applied against rent. Taxes for which LESSEE is obligated to reimburse LESSOR hereunder shall not include any penalties or interest for late or partial payment nor any income, franchise, inheritance, estate, transfer, excise, gift or capital gain taxes, that are or may be payable by LESSOR or that may be imposed against LESSOR or against the rents payable hereunder; provided, however, if at any time during the Lease term the present method of assessments, sales taxation shall be changed so that in lieu of the whole or use taxes imposed with respect to any part of any real estate taxes, rent, and other public charges which are in the nature of or similar to taxes (which are limited to any other charge by a federal, state, county, or local government, special district, improvement district, or other political subdivision taxes, all levies or impositions of every kind and nature in connection with the ownership, leasing and operation of the Building, whether foreseen or unforeseen, general, special, ordinary or extraordinary, including ad valorem taxes, transit taxes, use and occupancy taxes, taxes based on the receipt of rent, and value added taxes relating to the Building) which may be placed on the leased premises or the Building, levied, assessed, reassessed or imposed at on the property of which the Leased Premises is a part and the improvements thereon, there shall be levied, assessed reassessed or imposed on LESSOR a capital levy or other tax directly on the rents received therefrom and/or a franchise tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents or the present or any time by any governmental authority upon future building or against buildings in and on the Building and personalty or taxes in lieu thereof in any lease year or partial lease year. Notwithstanding property of which the foregoingLeased Premises is a part, none of Landlord’s gross receipts then all such taxes, personal and corporate income taxesassessments, inheritance and reassessments, levies or charges, or the part thereof so measured or based, shall be deemed to be included within the term “real estate taxes” for the purpose hereof. LESSOR shall elect to pay, other business taxes and assessments, franchise, gift and transfer taxes, and all other or real estate taxes relating due from LESSEE shall be calculated as if LESSEE elected to a pay, all real estate taxes and betterments and special assessments over the longest period permitted under applicable law and real estate taxes due from LESSEE shall include only those installments which become due during or payable outside the term of with respect to the Lease shall be included in determining Tenant’s Tax Shareterm (and an interest charged thereon as a result of such installment treatment).

TAX ESCALATION. If, If in any tax fiscal year during the Term commencing with the tax fiscal year 2020 (which tax fiscal year 2020 commences on July 1, 2019 and expires on ending June 30, 2020)2010, the Real Estate Taxes (as defined below) real estate taxes on the land and buildings, of which the Leased Premises are a part, are in excess of the amount of the Real Estate Taxes or real estate taxes thereon for the tax fiscal year 2020 (which tax fiscal year 2019 commences on July 1, 2018 and expires on ending June 30, 2019)(such tax fiscal year 2019 shall be 2009 (hereinafter called the “Tax Base Year”), Tenant LESSEE will pay to Landlord, LESSOR as Additional Rent additional rent hereunder, within thirty when and as designated by notice in writing by LESSOR, 6.28 percent (306.28%) days of Xxxxxx’s receipt of Landlord’s written demand, monthly estimated payments of 1/12 of Tenant’s Tax Share (as defined below) of the amount of such excess (such Tenant’s Tax Share of such excess amount being, hereinafter, “Tenant’s Tax Rent”), which written demand shall include, with specificity, Landlord’s calculations of Xxxxxx’s Tax Share and Tenant’s Tax Rent, as well as a copy that may occur in each year of the invoice from the applicable municipal authorities of the bill(s) for the Real Estate Taxes applicable thereto as follows: For purposes hereof, “Tenant’s Tax Share” or “Tenant’s Share” currently is deemed for all purposes to be a fraction, the numerator of which is the total rentable square feet of the Premises of 13,532 and the denominator of which is the total rentable square feet of the Building of 130,000 rentable square feet as of the effective date of this lease, Tenant’s Tax Share is ten and 41/100 percent (10.41%) (and which shall not be modified during the initial term of this lease unless either (i) the rentable square footage or any extension or renewal thereof and proportionately for any part of the Premises increases or decreases, or (ii) the rentable square footage of the Building increases or decreases, and only by amendment of this Lease)a fiscal year. If the Landlord LESSOR obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less one-third of the abatement obtained recovered in lieu of reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the TenantLESSEE. For The LESSEE shall, effective July 1, 2009, make estimated installment payments as additional rent as and when the manner payment of billing and paymentbase rent is due. During the fiscal year ending June 30, see Section 6(C)2010 (July 1, below. In addition2009- June 30, Tenant 2010) the LESSEE’S estimated installment payments shall pay to Landlord, as Tenant’s Tax Share, specified in this Section be 105% of the amount of assessments, sales or use taxes imposed with respect to real estate taxes, rent, and other public charges which are in the nature of or similar to taxes (which are limited to any other charge by a federal, state, county, or local government, special district, improvement district, or other political subdivision taxes, all levies or impositions of every kind and nature in connection with the ownership, leasing and operation of the Building, whether foreseen or unforeseen, general, special, ordinary or extraordinary, including ad valorem taxes, transit taxes, use and occupancy taxes, taxes based on the receipt of rent, and value added taxes relating to the Building) which may be placed on the leased premises or the Building, levied, assessed, or imposed at any time by any governmental authority upon or against the Building and personalty or taxes in lieu thereof in any lease year or partial lease year. Notwithstanding the foregoing, none of Landlord’s gross receipts taxes, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and all other actual real estate taxes relating to a period or payable outside assessed during the term fiscal year ending June 30, 2009 (July 1, 2008- June 30, 2009) less the Tax Base Year amount. Thereafter, estimated real estate tax payments shall be based on 105% of the Lease prior year’s actual real estate taxes less the Base Year amount. Actual real estate taxes will no be known at the beginning of each fiscal year and therefore retroactive adjustment to estimated payments shall be included necessary when actual real estate taxes are known. After the end of each fiscal year, as and when the actual real estate taxes are available, LESSOR shall provide LESSEE written notice in determining Tenant’s reasonable detail of LESSEE’S pro rata share of the actual real estate taxes for such fiscal year less the Tax ShareBase Year amount, the estimated payments made by LESSEE on account thereof, and the new estimated payments calculated in accordance with the above. The LESSEE shall pay LESSOR within thirty (30) days of receiving such written notice, the balance owed due to insufficient estimated payments made in accordance with the above, and the LESSOR shall credit the LESSEE’S account and deduct from the next monthly installments of base rent payable hereunder any excess estimated payments made in accordance with the above. LESSEE’S percent of expense is calculated as follows: Leased Premises 6,026 rentable square feet, divided by total Building 95,989 rentable square feet equals 6.28%.

TAX ESCALATION. IfDuring the Second Extended Term, in if for any tax fiscal year during the Term commencing with the tax fiscal year 2020 ending June 30, 2014 (which tax fiscal year 2020 commences on July 1, 2019 and expires on 2013- June 30, 20202014), the Real Estate Taxes (as defined below) real estate taxes on the land and buildings, of which the Leased Premises are a part, are in excess of the amount of the Real Estate Taxes or real estate taxes thereon for the tax fiscal year 2020 ending June 30, 2013 (which tax fiscal year 2019 commences on July 1, 2018 and expires on 2012 - June 30, 2019)(such tax fiscal year 2019 shall be 2013) (hereinafter called the “Tax "Second Extended Term Base Year”"), Tenant LESSEE will pay to Landlord, LESSOR as Additional Rent additional rent hereunder, within thirty (30) days of Xxxxxx’s receipt of Landlord’s written demandwhen and as designated by notice in writing by LESSOR, monthly estimated payments of 1/12 of Tenant’s Tax Share (as defined below) of the amount 13.54 percent of such excess (such Tenant’s Tax Share of such excess amount being, hereinafter, “Tenant’s Tax Rent”), which written demand shall include, with specificity, Landlord’s calculations of Xxxxxx’s Tax Share and Tenant’s Tax Rent, as well as a copy that may occur in each year of the invoice from the applicable municipal authorities of the bill(s) for the Real Estate Taxes applicable thereto as follows: For purposes hereof, “Tenant’s Tax Share” or “Tenant’s Share” currently is deemed for all purposes to be a fraction, the numerator of which is the total rentable square feet of the Premises of 13,532 and the denominator of which is the total rentable square feet of the Building of 130,000 rentable square feet as of the effective date of this lease, Tenant’s Tax Share is ten and 41/100 percent (10.41%) (and which shall not be modified during the initial term Extended Term of this lease unless either (i) the rentable square footage or any extension or renewal thereof and proportionately for any part of the Premises increases or decreases, or (ii) the rentable square footage of the Building increases or decreases, and only by amendment of this Lease)a fiscal year. If the Landlord LESSOR obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less one-third of the abatement obtained recovered in lieu of reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the TenantLESSEE. For The LESSEE shall, effective July 1, 2013, make estimated installment payments as additional rent as and when the manner payment of billing and paymentbase rent is due. During the fiscal year ending June 30, see Section 6(C), below. In addition, Tenant 2014 the LESSEE’S estimated installment payments shall pay to Landlord, as Tenant’s Tax Share, specified in this Section be 105% of the amount of assessments, sales or use taxes imposed with respect to real estate taxes, rent, and other public charges which are in the nature of or similar to taxes (which are limited to any other charge by a federal, state, county, or local government, special district, improvement district, or other political subdivision taxes, all levies or impositions of every kind and nature in connection with the ownership, leasing and operation of the Building, whether foreseen or unforeseen, general, special, ordinary or extraordinary, including ad valorem taxes, transit taxes, use and occupancy taxes, taxes based on the receipt of rent, and value added taxes relating to the Building) which may be placed on the leased premises or the Building, levied, assessed, or imposed at any time by any governmental authority upon or against the Building and personalty or taxes in lieu thereof in any lease year or partial lease year. Notwithstanding the foregoing, none of Landlord’s gross receipts taxes, personal and corporate income taxes, inheritance and estate taxes, other business taxes and assessments, franchise, gift and transfer taxes, and all other actual real estate taxes relating to a period or payable outside assessed during the term fiscal year ending June 30, 2013 less the Second Extended Term Base Year amount. Thereafter, estimated real estate tax payments shall be based on 105% of the Lease prior year’s actual real estate taxes less the Second Extended Term Base Year amount. Actual real estate taxes will not be known at the beginning of each fiscal year and therefore retroactive adjustment to estimated payments shall be included necessary when actual real estate taxes are known. After the end of each fiscal year, as and when the actual real estate taxes are available, LESSOR shall provide LESSEE written notice in determining Tenant’s Tax Sharereasonable detail of LESSEE’S pro rata share of the actual real estate taxes for such fiscal year less the Extended Term Base Year amount, the estimated payments made by LESSEE on account thereof, and the new estimated payments calculated in accordance with the above. The LESSEE shall pay LESSOR within thirty (30) days of receiving such written notice, the balance owed due to insufficient estimated payments made in accordance with the above, and the LESSOR shall credit the LESSEE’S account for any excess estimated payments made in accordance with the above, or, in the event the lease has expired and no money is owed on the account of LESSEE, refund such excess to LESSEE. LESSEE percent of expense is calculated as follows: Leased Premises 12,989 rentable square feet, divided by total building 95,989 rentable square feet equals 13.53%.