Common use of TAX ESCALATION Clause in Contracts

TAX ESCALATION. (a) For the purposes hereof, the following quoted words, terms or phrases shall have the meanings in this Paragraph (a) ascribed to them: (i) “Lease Year” shall mean the period of twelve (12) months or less commencing on the Commencement Date and ending on the following December 31st, and each successive period of twelve (12) months thereafter during the Term, and the final period of twelve (12) months or less commencing with January 1st immediately preceding the expiration of the Term; (ii) “assessed value” shall mean the aggregate value of the Building and the land underlying same (the “Land”), as determined for the applicable period by the department or officer of The City of New York (“NYC”) charged with assessing the value of real property for purposes of calculating NYC real property taxes, in accordance with assessment procedures generally applied by such department or officer to land and improvements similar to the Building and the Land which are subject to such taxes; and (iii) “Taxes” shall mean: (a) an amount during each fiscal year of NYC commencing with the fiscal year immediately after the Tax Base Year all or any part of which occurs within the Term equal to Tenant’s Proportionate Share (as set forth in the Basic Lease Provisions) of the excess of the product obtained by multiplying the assessed value of the Building and the Land for such fiscal year times the official NYC tax rate applicable to the Building and the Land for such fiscal year over the product obtained by multiplying the average of the assessed value of the Building and the Land for the tax years ending June 30, 2013 and June 30, 2014 by the official NYC tax rate applicable to the Building and the Land for each such period (the “Tax Base”); and (b) Tenant’s Proportionate Share of the legal fees and other expenses (including but not limited to consultants’ and expert witnesses’ fees) paid or incurred in connection with Owner’s obtaining any reduction of such tax rate or the assessed value of the Building and/or the Land for any period during the Term, or both. Taxes shall not include any interest or penalties incurred by Owner as a result of Owner’s late payment of such Taxes, taxes of Owner’s income or franchise taxes, estate or inheritance taxes, mortgage recording or similar taxes imposed on Owner.

TAX ESCALATION. If, in any tax fiscal year during the Term commencing with the tax fiscal year 2020 (awhich 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 the purposes hereof, “Tenant’s Tax Share” or “Tenant’s Share” currently is deemed for all purposes to be a fraction, the following quoted wordsnumerator 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, terms or phrases Tenant’s Tax Share is ten and 41/100 percent (10.41%) (and which shall have not be modified during the meanings in initial term of this Paragraph (a) ascribed to them: lease unless either (i) “Lease Year” shall mean the period of twelve (12) months or less commencing on the Commencement Date and ending on the following December 31st, and each successive period of twelve (12) months thereafter during the Term, and the final period of twelve (12) months or less commencing with January 1st immediately preceding the expiration rentable square footage of the Term; Premises increases or decreases, or (ii) “assessed value” shall mean the aggregate value rentable square footage of the Building increases or decreases, and only by amendment of this Lease). If the land underlying same (Landlord obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less one-third of the “Land”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 determined for Tenant’s Tax Share, specified in this Section of the applicable period by the department amount of assessments, sales or officer of The City of New York (“NYC”) charged use taxes imposed with assessing the value of respect to real property for purposes of calculating NYC real property estate taxes, rent, and other public charges which are in accordance with assessment procedures generally applied by such department the nature of or officer to land and improvements 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 Land which are subject 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 such taxes; and (iii) “Taxes” a period or payable outside the term of the Lease shall mean: (a) an amount during each fiscal year of NYC commencing with the fiscal year immediately after the Tax Base Year all or any part of which occurs within the Term equal to be included in determining Tenant’s Proportionate Share (as set forth in the Basic Lease Provisions) of the excess of the product obtained by multiplying the assessed value of the Building and the Land for such fiscal year times the official NYC tax rate applicable to the Building and the Land for such fiscal year over the product obtained by multiplying the average of the assessed value of the Building and the Land for the tax years ending June 30, 2013 and June 30, 2014 by the official NYC tax rate applicable to the Building and the Land for each such period (the “Tax Base”); and (b) Tenant’s Proportionate Share of the legal fees and other expenses (including but not limited to consultants’ and expert witnesses’ fees) paid or incurred in connection with Owner’s obtaining any reduction of such tax rate or the assessed value of the Building and/or the Land for any period during the Term, or both. Taxes shall not include any interest or penalties incurred by Owner as a result of Owner’s late payment of such Taxes, taxes of Owner’s income or franchise taxes, estate or inheritance taxes, mortgage recording or similar taxes imposed on OwnerShare.

TAX ESCALATION. (a) For During the purposes hereof, the following quoted words, terms or phrases shall have the meanings in this Paragraph (a) ascribed to them: (i) “Lease Year” shall mean the period of twelve (12) months or less commencing on the Commencement Date and ending on the following December 31st, and each successive period of twelve (12) months thereafter during the Second Extended Term, and the final period of twelve (12) months or less commencing with January 1st immediately preceding the expiration of the Term; (ii) “assessed value” shall mean the aggregate value of the Building and the land underlying same (the “Land”), as determined if for the applicable period by the department or officer of The City of New York (“NYC”) charged with assessing the value of real property for purposes of calculating NYC real property taxes, in accordance with assessment procedures generally applied by such department or officer to land and improvements similar to the Building and the Land which are subject to such taxes; and (iii) “Taxes” shall mean: (a) an amount during each fiscal any tax year of NYC commencing with the fiscal year immediately after ending June 30, 2014 (July 1, 2013- June 30, 2014), the Tax Base Year all or any part real estate taxes on the land and buildings, of which occurs within the Term equal to Tenant’s Proportionate Share (as set forth Leased Premises are a part, are in the Basic Lease Provisions) of the excess of the product obtained by multiplying the assessed value amount of the Building and real estate taxes thereon for the Land for such fiscal year times the official NYC tax rate applicable to the Building and the Land for such fiscal year over the product obtained by multiplying the average of the assessed value of the Building and the Land for the tax years ending June 30, 2013 (July 1, 2012 - June 30, 2013) (hereinafter called the "Second Extended Term Base Year"), LESSEE will pay to LESSOR as additional rent hereunder, when and as designated by notice in writing by LESSOR, 13.54 percent of such excess that may occur in each year of the Extended Term of this lease or any extension or renewal thereof and proportionately for any part of a fiscal year. If the LESSOR obtains an abatement of any such excess real estate tax, a proportionate share of such abatement, less the reasonable fees and costs incurred in obtaining the same, if any, shall be refunded to the LESSEE. The LESSEE shall, effective July 1, 2013, make estimated installment payments as additional rent as and when the payment of base rent is due. During the fiscal year ending June 30, 2014 the LESSEE’S estimated installment payments shall be 105% of the actual real estate taxes assessed during the 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 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 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 reasonable 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 the official NYC tax rate applicable to the Building LESSEE on account thereof, and the Land for each new estimated payments calculated in accordance with the above. The LESSEE shall pay LESSOR within thirty (30) days of receiving such period (written notice, the “Tax Base”); balance owed due to insufficient estimated payments made in accordance with the above, and (b) Tenant’s Proportionate Share of the legal fees and other expenses (including but not limited to consultants’ and expert witnesses’ fees) paid or incurred in connection with Owner’s obtaining any reduction of such tax rate or LESSOR shall credit the assessed value of the Building and/or the Land LESSEE’S account for any period during excess estimated payments made in accordance with the Termabove, or bothor, in the event the lease has expired and no money is owed on the account of LESSEE, refund such excess to LESSEE. Taxes shall not include any interest or penalties incurred LESSEE percent of expense is calculated as follows: Leased Premises 12,989 rentable square feet, divided by Owner as a result of Owner’s late payment of such Taxes, taxes of Owner’s income or franchise taxes, estate or inheritance taxes, mortgage recording or similar taxes imposed on Ownertotal building 95,989 rentable square feet equals 13.53%.

TAX ESCALATION. (a) For 4.3.1 Tenant shall pay to Landlord, as Additional Rent, for each Tax Year subsequent to the purposes hereof, the following quoted words, terms or phrases shall have the meanings in this Paragraph (a) ascribed to them: (i) “Lease Year” shall mean the period Base Tax Year that contains any part of twelve (12) months or less commencing on the Commencement Date and ending on the following December 31st, and each successive period of twelve (12) months thereafter during the Term, and the final period of twelve (12) months or less commencing with January 1st immediately preceding the expiration of the Term; (ii) “assessed value” shall mean the aggregate value of the Building and the land underlying same (the “Land”), as determined for the applicable period by the department or officer of The City of New York an amount (“NYCTenant’s Tax Payment”) charged with assessing the value of real property for purposes of calculating NYC real property taxes, in accordance with assessment procedures generally applied by such department or officer to land and improvements similar to the Building and the Land which are subject to such taxes; and (iii) “Taxes” shall mean: (a) an amount during each fiscal year of NYC commencing with the fiscal year immediately after the Tax Base Year all or any part of which occurs within the Term equal to Tenant’s Proportionate Tax Share (as set forth in the Basic Lease Provisions) of the excess of the product obtained amount by multiplying the assessed value of the Building and the Land which Taxes for such fiscal year times Tax Year exceed Taxes for the official NYC tax rate applicable Base Tax Year. Prior to or as soon as practicable after the beginning of each Tax Year subsequent to the Building and the Land for such fiscal year over the product obtained by multiplying the average of the assessed value of the Building and the Land for the tax years ending June 30Base Tax Year, 2013 and June 30, 2014 by the official NYC tax rate applicable Landlord shall submit a statement to the Building and the Land for each such period Tenant (the “Tax BaseStatement”); and (b) setting forth Tenant’s Proportionate Tax Payment. Landlord shall furnish a copy of the tax xxxx supporting such Tax Statement to Tenant promptly upon request as soon as such tax xxxx shall be available. Tenant’s Tax Payment shall be payable in two (2) equal installments, the first of which shall be due and payable on the June 1 immediately preceding the commencement of the Tax Year with respect to which a Tax Statement shall be rendered and the second of which shall be due and payable on the December 1 immediately preceding the second half of such Tax Year, provided, however, that if Landlord shall render any Tax Statement after or less than ten (10) Business Days prior to the date on which a Tax Payment would otherwise be due, then such payment shall be due ten (10) Business Days after Landlord shall have rendered such Tax Statement. 4.3.2 If, following the delivery of any Tax Statement, Landlord shall receive a refund of Taxes with respect to a Tax Year for which Tenant has paid any Additional Rent under the provisions of this Section 4.3, Tenant’s Tax Share of the net proceeds of such refund, after deduction of reasonable legal fees, appraiser’s fees and other expenses (including but not limited to consultants’ and expert witnesses’ fees) paid or incurred in connection with Ownerobtaining reductions and refunds and collecting the same, shall be applied and allocated to the periods for which the refund was obtained and, if Tenant shall not be in default of any of Tenant’s obtaining any reduction obligations under this Lease, Landlord shall, at Landlord’s option, refund or credit to Tenant, Tenant’s Tax Share of the net proceeds of such tax rate refund, provided however, that (x) if Tenant shall cure such default, Landlord shall promptly pay Tenant’s Tax Share of such net proceeds to Tenant and (y) after the expiration or the assessed value earlier termination of the Building and/or the Land for any period during the Term, if Tenant shall have paid all Base Rent, Additional Rent and other Rent due and payable under this Lease, Landlord shall promptly pay any such refund to Tenant. In no event shall any refund or bothcredit due to Tenant hereunder exceed Tenant’s Tax Payment paid by Tenant for such particular Tax Year. In no event shall Tenant have the right to seek from the taxing authority any refund or reduction of Taxes. If, prior to the delivery of a Tax Statement to Tenant with respect to a particular Tax Year, Landlord shall obtain a reduction in Taxes for that Tax Year, then Tenant shall not include any interest or penalties pay to Landlord, within fifteen (15) days following the issuance to Tenant of a xxxx therefor, an amount equal to Tenant’s Tax Share of all reasonable costs and expenses (including reasonable legal, appraisal and other expert fees) incurred by Owner Landlord in obtaining such reduction. 4.3.3 If there shall be a reduction or refund of Taxes for the Base Tax Year, Landlord shall furnish to Tenant a revised statement indicating the Taxes payable with respect to the Base Tax Year as a result so finally determined and all prior and future payments of OwnerTenant’s late Tax Share of increases in Taxes provided for in this Section 4.3 shall be recalculated accordingly. Any additional payment due for any Tax Year shall be made by Tenant within thirty (30) days after the furnishing to Tenant of such Taxes, taxes of Owner’s income or franchise taxes, estate or inheritance taxes, mortgage recording or similar taxes imposed on Ownerthe revised Tax Statement.

TAX ESCALATION. (a) For the purposes hereof, the following quoted words, terms or phrases shall have the meanings in this Paragraph (a) ascribed to them: (i) “Lease Year” shall mean the period As of twelve (12) months or less commencing on the Commencement Date of this Lease, the Premises hereby leased comprise approximately five and ending on forty eight/hundredths of a percent (5.48%) of the following December 31sttotal land and/or buildings within which the Premises are located. Tenant agrees to pay as additional rent, within thirty (30) days of Landlord billing, Tenant’s proportionate share of any real estate taxes assessed against the land and/or building, as improved. Real estate taxes shall be deemed to include any taxes assessed against the land and/or buildings generally, and each successive period not resulting from improvements placed therein by Tenant. In the event of twelve any increases in real estate taxes resulting from improvements, alterations or additions made by Tenant, Tenant shall pay one hundred percent (12100%) of the amount of said increase. If this Lease shall be in effect for less than a full fiscal year, Tenant shall pay its proportionate share of the taxes, based upon the number of months thereafter during that this Lease is in effect. For purposes of calculating Tenant’s “proportionate share”, the Termreal estate tax xxxx with be multiplied by a fraction, the numerator of which shall be the Floor Space of the Tenant’s Premises, and the final period denominator of twelve (12) months or less commencing with January 1st immediately preceding which shall be the expiration leasable Floor Space of the Term; (ii) “assessed value” building. All computations shall mean the aggregate value of the Building and the land underlying same (the “Land”), as determined for the applicable period by the department or officer of The City of New York (“NYC”) charged with assessing the value of real property for purposes of calculating NYC real property taxes, be made in accordance with assessment procedures generally applied by such department or officer to land and improvements similar to the Building accepted accounting principles and the Land which are subject “Floor Space” referred to such taxes; herein will be based upon the Floor Space occupied or ready for occupancy (whether or not leased) on the first day of each month during the period in question. Any payment due hereunder shall be deemed to be additional rental pursuant to this Lease and shall be paid within thirty (iii30) days of Landlord’s billing. “Taxes” or “real estate taxes” as used herein shall mean: (a) an amount during each fiscal year of NYC commencing with the fiscal year immediately after the Tax Base Year all or any part of which occurs within the Term equal to Tenant’s Proportionate Share (as set forth in the Basic Lease Provisions) of the excess of the product obtained by multiplying the assessed value of the Building and the Land for such fiscal year times the official NYC tax rate applicable to the Building and the Land for such fiscal year over the product obtained by multiplying the average of the assessed value of the Building and the Land for the tax years ending June 30include, 2013 and June 30, 2014 by the official NYC tax rate applicable to the Building and the Land for each such period (the “Tax Base”); and (b) Tenant’s Proportionate Share of the legal fees and other expenses (including but not limited to consultants’ by way of limitation, all paving taxes, special paving taxes, Metropolitan District [BALANCE INTENTIONALLY LEFT BLANK] Charges, and expert witnesses’ fees) paid any and all other benefits or incurred in connection with Owner’s obtaining any reduction of such tax rate assessments which may be levied on the Premises or the assessed value of land and/or building(s) in which the Building and/or the Land for same are situate, as well as any period during the Termand all costs or fees incurred by Landlord in contesting any real estate tax assessment, or both. Taxes but shall not include any interest or penalties incurred by Owner as a result of Owner’s late payment of such Taxes, taxes of Owner’s income tax on the income or franchise taxes, estate or inheritance taxes, mortgage recording or similar taxes imposed on Ownerrent payable hereunder.