Tax Rent. A. Tenant shall pay to Landlord, as Additional Rent, Tax Rent in an amount equal to the product obtained by multiplying Taxes by a fraction, the numerator of which shall be the Floor Space of the Premises excluding Storage Space, if any, and the denominator of which shall be the portion of the aggregate leased and occupied Floor Space in the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the Term. B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items. C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.
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Samples: Lease Agreement (Silicon Entertainment Inc /Ca/), Lease Agreement (Silicon Entertainment Inc /Ca/)
Tax Rent. A. Tenant shall pay to Landlord, as Additional Tenant's Pro Rata Share of all Taxes in excess of the Tax Base ("Tax Rent, Tax Rent in an amount equal to the product obtained by multiplying Taxes by a fraction"). For purposes hereof, the numerator of which Tax Base shall be the Floor Space Taxes for Tax Fiscal Year 2002 (July 1, 2001 through June 30, 2002, based on the assessment as of January 1, 2001). Taxes shall include real estate taxes, assessments, sales or use taxes, sewer entrance fees, rent taxes and other public charges on or relating to the Property including, without limitation, the Building, other improvements, land and personalty, taxes on rentals, and taxes in addition to or in lieu of existing taxes, foreseen and unforeseen, ordinary and extraordinary, and all reasonable costs related to attempts to secure a refund or abatement (together called "Taxes"); provided Taxes shall not include franchise, estate, inheritance, succession, transfer, income or excess profits taxes assessed on Landlord. Tenant also shall pay before the due date all taxes attributable to its signs or personal property, and all Tax increases resulting from Tenant's Improvements to the Premises. If less than ninety-five percent (95%) of the Premises excluding Storage SpaceBuilding is leased and occupied on the applicable Taxes assessment date, if anythen the Taxes for such year shall be extrapolated to reflect the Taxes that would have been assessed had the Building been ninety-five percent (95%) leased and occupied on the applicable Taxes assessment date. Tenant's Pro Rata Share shall be based upon Taxes provided Landlord first shall receive from any Tax refund all costs of securing the refund and, to the extent Tenant paid Taxes for which the refund was received, Tenant then shall be entitled to its Pro Rata Share of the balance. Landlord shall have sole control of all tax abatement proceedings, and the denominator pendency of which abatement proceedings or Landlord's withholding of tax payments shall be not affect Tenant's obligation to pay Taxes as provided herein. If the portion Property or the Premises is not separately assessed, Landlord shall reasonably determine Tenant's Pro Rata Share of the aggregate leased and occupied Floor Space in the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting Taxes based on the enclosed mall, assessor's worksheet and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosksother reasonably available information. Tax Rent shall be payable at least [***] days prior paid to Landlord monthly with Base Rent in the due date amount which Landlord estimates, from time to time, will represent Tenant's Tax Rent. Landlord shall notify Tenant of its actual Pro Rata Share after receipt of a Tax bill, xxd any Taxes or installment thereof; however, Landlord may, if it so elects, collect excess paid by Tenant shall be applied to Tenant's next Tax Rent from Tenant on a monthly basispayment or refunded, in which event Tenant shall payat Landlord's election, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such any deficiency within [***] thirty (30) days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the Term.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject theretonotice.
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Tax Rent. A. In addition to Basic Rent, Tenant shall pay to LandlordLandlord Tenant's Pro Rata Share of Real Property Taxes (sometimes referred to herein as Tax Rent) including real and personal property taxes, as Additional Rentlocal improvement districts, Tax Rent in an amount equal assessments, and other governmental impositions and charges of every kind and nature, now or hereafter imposed, including surcharges with respect thereto, which may during the Term of this Lease be levied, assessed, imposed, or otherwise become due and payable with respect to the product obtained by multiplying Taxes by a fractionBuilding including tenant improvements and all improvements, the numerator of which shall be the Floor Space of the Premises excluding Storage Space, if anyfixtures, and equipment thereon, or the denominator use, occupancy or possession thereof; taxes on any personal property of Tenant which shall be have not been paid by Tenant directly to the portion taxing authority; costs and expenses, including costs of appraisers, attorneys and consultants incurred in negotiating, reviewing or appealing any taxes; and any taxes levied or assessed in addition to, in lieu of, or as a substitute for, in whole or part, taxes now levied or assessed or any other tax upon owning, leasing or rents receivable by Landlord from the aggregate leased and occupied Floor Space in the Shopping Center which is included in the assessment which constitutes the basis for the TaxesBuilding, but excluding Storage Spacenot including any federal or state income tax imposed on Landlord or any federal, if anystate, buildings county or areas occupied by Department Stores and Specialty Storesmunicipal franchise, stores not fronting on the enclosed mallincome or unincorporated business tax, and temporary kiosks; providedor any estate, howeverinheritance, that succession, capital stock, transfer or capital gains tax, levied upon Landlord. "Tenant's Tax Rent for any year Share of Real Property Taxes" shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, mean the amount of Real Property Taxes payable during any calendar year by Landlord multiplied by Tenant's previously made monthly payments is insufficient to Pro Rata Share. Tenant shall pay Tenant's sharePro Rata Share of Real Property Taxes within ten (10) days after receipt of an invoice for payment from Landlord. If any or all of the Taxes paid hereunder are by all applicable laws governing the Premises (collectively, the "Law") permitted to be paid in installments, notwithstanding how Landlord pays the same, then, for purposes of calculating Taxes, such Taxes shall be deemed to have been divided and paid in the maximum number of installments permitted by Law, and there shall be included in Taxes for each year only such installments as are required by Law to be paid within such year, together with interest thereon and on future such installments as provided by Law. If Taxes are not contested by Landlord, Tenant shall pay have the right to contest such deficiency within [***] days after demand thereforTaxes, at no cost or expense to Landlord, by the appropriate proceedings diligently contested in good faith. In Notwithstanding such proceedings, the event of any excess, it contested Taxes shall be credited promptly paid and applied discharged, unless such proceedings (and where necessary the posting of an appropriate bond or other security) shall operate to future Tax Rent payments, except that prevent or stay the collection of the Taxes and secure any excess accruing penalties or interest and to cure Landlord's default in the last year payment of Taxes required under any mortgage upon the Term Property. Landlord shall be refunded at the end of the Term.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by join Tenant in the Premisessuch proceedings, if necessary, provided that Tenant pays all reasonable costs and expenses incurred by Landlord. If Landlord obtains a refund of Taxes for any Lease Year after Tenant has paid its share of Taxes for such Lease Year, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis immediately refunded its share of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon refund received by Landlord, provided, however, that if, at less any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that expenses incurred by Landlord in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of securing such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject theretorefund.
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Tax Rent. A. Tenant shall pay to LandlordTenant's Pro Rata Share of Taxes in excess of Tax Base ("Tax Rent"). Taxes shall include all real estate taxes, as Additional Rentassessments, Tax Rent in an amount equal sales or use taxes, sewer entrance fees, and other public charges on or relating to the product obtained by multiplying Taxes by a fractionProperty including, without limitation, the numerator Building, other improvements, land and personalty, taxes or rentals, and taxes in addition to or in lieu of which existing taxes, foreseen and unforeseen ordinary and extraordinary, and all costs related to attempts to secure a refund or abatement (together called "Taxes"); provided Taxes shall not include franchise, estate, inheritance, succession, transfer, income or excess profits taxes assessed on Landlord. Tenant also shall pay before the due date all taxes attributable to its signs or personal property, and all Tax increases resulting from Xxxxxx's Improvements to the Premises. Tenant's Pro Rata Share shall be based upon Taxes "as abated" provided Landlord first shall receive from any Tax refund all costs of securing the Floor Space refunds and, to the extent Tenant paid Taxes for which the refund was received, Tenant then shall be entitled to its Pro Rata Share of the Premises excluding Storage Space, if anybalance. Landlord shall have sole control of all tax abatement proceedings, and the denominator pendency of which abatement proceedings or Xxxxxxxx's withholding of tax payments shall be not affect Tenant's obligation to pay Taxes as provided herein. If the portion Property or the Premises is not separately assessed, Landlord shall reasonably determine Tenant's Pro Rata Share of the aggregate leased and occupied Floor Space in the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting Taxes based on the enclosed mall, assessor's worksheet and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosksother reasonably available information. Tax Rent shall be payable at least [***] days prior paid to Landlord monthly with Base Rent in the due date amount which Landlord estimates, from time to time, will represent Tenant's Tax Rent. Landlord shall notify Tenant of its actual Pro Rata Share after receipt of a Tax bill, and any Taxes or installment thereof; however, Landlord may, if it so elects, collect excess paid by Tenant shall be applied to Tenant's next Tax Rent from Tenant on a monthly basispayment or refunded, in which event Tenant shall payat Landlord's election, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such any deficiency within [***] 15 days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the Term.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject theretonotice.
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Tax Rent. A. Tenant shall pay to Landlord, as Additional Rent, Tax Rent in an amount equal to the product obtained by multiplying Taxes by a fraction, the numerator of which shall be the Floor Space of the Premises excluding Storage Spacebasement space, if any, not used as retail sales area, and the denominator of which shall be the portion of the aggregate leased and occupied Floor Space in Gross Leaseable Area of the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Spacethe Gross Leaseable Area of basement space, if any, buildings or areas occupied by Department Stores and Specialty Stores, and stores occupying Gross Leaseable Area not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] thirty (30) days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] ten (10) days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the Term.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premisesof Tenant, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.the
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Tax Rent. A. Tenant shall pay to Landlord, as Additional Rent, Tax Rent in an amount equal to the product obtained by multiplying Taxes by a fraction, the numerator of which shall be the Floor Space of the Premises excluding Storage Spacebasement space, if any, not used as retail sales area, and the denominator of which shall be the portion of the aggregate leased and occupied Floor Space in Gross Leaseable Area of the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, and stores occupying Gross Leaseable Area not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] thirty (30) days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are not known, monthly installments shall be based on the preceding tax year with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] ten (10) days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the Term.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premisesof Tenant, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.
D. For the purpose of this Section 3.4, the term 'Taxes" shall include all real estate taxes, assessments, license fees or charges, excise on rent, water and sewer rents, any sums including interest or any payments in lieu or in substitution thereof on any bonds or debt (except industrial revenue bonds or similar indebtedness incurred for construction of nonpublic facilities) incurred by any Governmental Authority and payable by Landlord in connection with the Shopping Center and other governmental impositions, payments and charges of every kind and nature whatsoever, extraordinary as well as ordinary, foreseeable and unforeseeable, 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 liens upon or arising in connection with the use, occupancy or possession of or grow due or payable out of, or for, the Shopping Center, or any part thereof or any land, building or other improvements therein, including any and all fees or expenses incurred in connection with the institution, prosecution, conduct and maintenance of any negotiations, settlements, actions or proceedings with respect to the amount of any Taxes, less the contributions or payments, if any, paid to Landlord with respect to Taxes by Department Stores and stores occupying Gross Leaseable Area not fronting on the enclosed mall, such deduction to be credited to the year in which actually received. Taxes shall not include any of the foregoing relating to any parcel or improvement included in the Shopping Center which, except for insignificant portions thereof, comprises a separate tax lot or is separately assessed or valued for the purpose of real estate taxes to the extent the taxes thereon are paid by a single tenant or occupant thereof, and further excluding any charge such as a water meter charge, sewer rent, if any, based thereon, which is measured by the consumption by the actual user of the item or service for which the charge is made. Whether or not Landlord shall take the benefit of the provisions of any statute or ordinance permitting an assessment for public betterment or improvements to be paid over a period of time, Landlord shall, nevertheless, be deemed to have taken such benefit so that the term Taxes shall include only the current annual installment of any such assessment and the interest on unpaid installments. A tax bill xx copy thereof submitted by Landlord to Tenant shall be conclusive evidence of the amount of taxes or installments thereof.
E. In the event Landlord shall obtain a tax refund as a result of tax reduction proceedings or other proceedings of similar nature, then Tenant shall, provided Tenant is not then in default beyond any opportunity to cure elsewhere set forth in this Lease, and after the final conclusion of all appeals or other remedies, be entitled to its pro rata share of the net refund obtained based upon Tax Rent paid by Tenant which is the subject of the
Appears in 1 contract
Tax Rent. A. (a) Tenant shall pay “Tax Rent” on a monthly estimated basis as hereinafter provided. Tenant shall be obligated to deposit monthly with Landlord, or such other entity as Landlord may designate, on the first day of each and every month in the Term, a sum equal to 1/12th of Landlord’s reasonable estimate of the current amount of Taxes levied with respect to the Premises, which monthly deposits need not be kept separate and apart by Landlord and shall be held by Landlord in such account or accounts as may be authorized by the then current state or federal banking laws, rules or regulations and which monthly deposits shall be used as a fund to be applied, to the extent thereof, to the payment of Taxes as the same become due and payable. The existence of said fund shall not limit or alter Tenant’s obligation to pay the Taxes for which the fund was created. Tenant’s monthly deposits of Tax Rent shall, at Landlord’s sole option, either (y) be placed into an interest-bearing account, or (z) be deemed to accrue interest at an agreed upon rate of the Reference Rate (such interest, whether earned pursuant to item (y) or deemed accrued pursuant to item (z), or both, is hereinafter referred to as the “Tax Rent Interest”) first, to pay Tenant’s Tax Rent as and when such payment of Taxes by Landlord occurs, in the event that Tenant’s estimated payments of Tax Rent are less than the Taxes actually due and payable by Landlord for the period in question; and second, to pay for the premiums due and payable in connection with the rent insurance described in Section 22.2 below. On or prior to the Commencement Date, Landlord shall advise Tenant as to Landlord’s estimate of the monthly deposits that will be required for the period commencing on the Commencement Date and ending on the December 31 immediately thereafter. As soon as reasonably feasible after Landlord’s receipt of tax bills with respect to each applicable calendar year during the Term, Landlord will furnish Tenant a statement (the “Tax Adjustment Statement”) showing the following: (i) actual Taxes for the calendar year last ended and the amount of Taxes payable by Tenant for such calendar year, (ii) the amount of additional Tax Rent due Landlord for the calendar year last ended, less credits for monthly deposits paid; (iii) the amount of interest accrued upon Tenant’s monthly Tax Rent, together with a check from Landlord refunding such interest if not previously applied by Landlord to Tenant’s Tax Rent in the manner provided for above; (iv) the monthly deposits due in the current calendar year; and (v) a copy of the tax xxxx or bills paid (or to be paid) by Landlord. Within thirty (30) days after Tenant’s receipt of each Tax Adjustment Statement, Tenant shall pay to Landlord, as Additional Rent, : (i) the amount of additional Tax Rent (if any) shown on the Tax Adjustment Statement to be due Landlord for the calendar year last ended; plus (ii) the amount which, when added to the monthly deposits theretofore paid by Tenant as Tax Rent for Tenant’s estimated Taxes in the current calendar year, will result in Landlord having then received, for the current calendar year, the full monthly deposits due as Tax Rent for such estimated Taxes for such current calendar year as of the end of such 30-day period. With respect to the last calendar year (or portion thereof) falling within the Term, Landlord’s estimate of the current annual Taxes shall be increased by ten percent (10%) for purposes of determining the amount of Tenant’s deposits required hereunder during such last calendar year (or portion thereof) to account for any additional Tax Rent which may not be finally determined until after the expiration of the Term. Tenant’s obligation to pay such additional Tax Rent shall survive the expiration or earlier termination of the Term. Tenant’s payment of the monthly deposit for each calendar year shall be credited against the Tax Rent due with respect to such calendar year. If the monthly deposits paid by Tenant for any calendar year exceed the Tax Rent due for such calendar year, then Landlord shall give a credit to Tenant in an amount equal to such excess against the product obtained Tax Rent due for the next succeeding calendar year, except that if any such excess relates to the last calendar year (or portion thereof) falling within the Term, then provided that no Default of Tenant exists hereunder, Landlord shall refund such excess to Tenant within thirty (30) days after Landlord’s receipt of the final tax xxxx for such calendar year.
(b) Provided Tenant is not then in Default of this Lease, Tenant may request in writing no later than ten (10) business days after receipt of any tax bills from Landlord that Landlord contest or object to the legal validity or amount of any Tax. Landlord shall notify Tenant in writing within ten (10) days after receipt of Tenant’s request whether Landlord has elected, in Landlord’s sole discretion, to pursue such contest. Landlord’s notice shall contain the name or names of tax consultants Landlord is willing to retain in connection with such contest, including the method of billing that would be utilized in connection therewith. If Landlord elects to pursue such contest, then Landlord shall diligently pursue such protest using tax consultants experienced in real estate tax matters and reasonably approved by multiplying Taxes Tenant (which approval shall not be unreasonably withheld or delayed), and all fees and costs (including without limitation reasonable actual attorney’s fees ) incurred by a fractionLandlord in pursuing such contest regardless of the ultimate success thereof, the numerator of which shall be payable by Tenant as Additional Rent within fifteen (15) days after being billed therefor. If Landlord declines to pursue such contest, then Tenant may pursue such contest provided: (a) Tenant is not then in Default of this Lease; (b) such protest is in good faith; and (c) Tenant timely pays to Landlord the Floor Space Tax Rent with respect to the tax being contested as and when due and payable hereunder. With respect to any contested Tax required by the taxing body to be paid under protest, Landlord shall apply the amount paid by Tenant to Landlord to the payment of such Tax, and shall at Tenant’s request do so under protest, signing such reasonable documents in connection therewith as Tenant shall request and provide at Tenant’s cost. If payment of the Premises excluding Storage Spacecontested Tax may be deferred pending determination of the contest, then Landlord shall defer the payment of such Tax pending such determination. All costs, fees, penalties and interest associated or imposed in connection with such contest or protest shall be paid by Tenant, and Tenant hereby agrees to indemnify and hold the Landlord Related Parties harmless from and against any thereof. Provided Tenant is not in Default with respect to the provisions of this Section 6.1, Tenant shall receive the benefit of any reduction in any contested Tax unless any applicable refund relates to a period of time which is not part of the Term, which amount, if any, and shall belong to Landlord after first being applied in accordance with the denominator of which sentence next following. In any event, any net reduction or savings in Taxes shall be the portion applied first, to Tenant’s payment of the aggregate leased and occupied Floor Space in the Shopping Center which is included in the assessment which constitutes the basis for the Taxes, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, one-twelfth (1/12) of the annual amount estimated by Landlord to be due hereunder. In the event Taxes for the then current tax year are in question, if not knowntheretofore paid in full by Tenant, monthly installments and second, to the costs, expenses and fees (including without limitation reasonable actual attorneys’ fees and tax consultant fees paid or incurred by Tenant), and third, any excess or remaining amount not so applied shall be based on the preceding tax year applied or refunded in accordance with immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] days after demand therefor. In the event of any excess, it shall be credited and applied to future Tax Rent payments, except that any excess in the last year of the Term shall be refunded at the end of the TermSection 6.1(a) above.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.
Appears in 1 contract
Samples: Lease Agreement (Cryolife Inc)
Tax Rent. A. As additional Rent for each year of this Lease (herein called "Tax Rent"), Tenant shall pay to Landlord, as Additional Rentin the manner hereinafter described, Tax Rent in an amount equal to the tile product obtained by multiplying the aggregate amount of all Taxes payable by Landlord for the then-current calendar year (or other fiscal or accounting year selected by Landlord) by a fractionfraction ("Tenant's Fraction"), the numerator of which shall be is the Floor Space Area of the Premises excluding Storage Space, if anyLeased Premises, and the denominator of which shall be is the portion total square foot ground floor area which is leasable for space (on the first day of the aggregate leased and occupied Floor Space month in question) inside all the buildings of the Shopping Center. Notwithstanding the foregoing, at Landlord's option Tenant's Fraction may be appropriately adjusted with regard to Tax Rent and/or Common Area Rent to exclude from the denominator thereof any land and/or building(s) in the Shopping Center leased to or occupied by third parties with separate tax lots or parcels for which is included they directly or indirectly pay taxes and/or who are responsible for maintenance of portions of the Common Areas; provided that in such event the Taxes or Common Area expenses paid by such third parties shall also be excluded in the assessment which constitutes computation of Taxes and/or Yearly Common Area Costs. On the basis for the Taxesfirst day of each month in advance, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, pay to Landlord one-twelfth (1/121/12th) of Tenant's annual share of Tax Rent, based on Landlord's estimates. If after the end of a calendar year (or other accounting period used by Landlord) the total of the monthly payment, by Tenant for the year has exceeded or is less than the annual Tax Rent actually due, then an adjustment shall be made with appropriate payments to or repayment by Landlord. If the amount estimated of any Taxee payable during the current year shall not yet have been billed by Landlord to be due hereunder. In the event Taxes for taxing authority, the monthly Tax Rent then current tax year are not known, monthly installments payable shall be based on the amount of the corresponding Taxes for the immediately preceding tax year with Tax year, subject to immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] days after demand therefor. In the event of any excess, it shall be credited (and applied to future Tax Rent payments, except that any excess in the last year payment of the Term shall be refunded at the end of the Termadjusted amount by Tenant) when such Taxes are billed or determined.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.
Appears in 1 contract
Samples: Shopping Center Lease (Lafayette Community Bancorp)
Tax Rent. A. As additional Rent for each year of this Lease (herein called “Tax Rent”), Tenant shall pay to Landlord, as Additional Rentin the manner hereinafter described, Tax Rent in an amount equal to the product obtained by multiplying the aggregate amount of all Taxes payable by Landlord for the then-current calendar year (or other fiscal or accounting year selected by Landlord) by a fractionfraction (“Tenant’s Fraction”), the numerator of which shall be is the Floor Space Area of the Premises excluding Storage Space, if anyLeased Premises, and the denominator of which shall be is the portion total square foot ground floor area which is leasable for space (on the first day of the aggregate leased and occupied Floor Space month in question) inside all the buildings of the Shopping Center. Notwithstanding the foregoing, at Landlord’s option Tenant’s Fraction may be appropriately adjusted with regard to Tax Rent and/or Common Area Rent to exclude from the denominator thereof any land and/or building(s) in the Shopping Center leased to or occupied by third parties with separate tax lots or parcels for which is included they directly or indirectly pay taxes and/or who are responsible for maintenance of portions of the Common Areas; provided that in such event the Taxes or Common Area expenses paid by such third parties shall also be excluded in the assessment which constitutes computation of Taxes and/or Yearly Common Area Costs. On the basis for the Taxesfirst day of each month in advance, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, pay to Landlord one-twelfth (1/121/12th) of Tenant’s annual share of Tax Rent, based on Landlord’s estimates. If after the end of a calendar year (or other accounting period used by Landlord) the total of the monthly payments by Tenant for the year has exceeded or is less than the annual Tax Rent actually due, then an adjustment shall be made with appropriate payments to or repayment by Landlord. If the amount estimated of any Taxes payable during the current year shall not yet have been billed by Landlord to be due hereunder. In the event Taxes for taxing authority, the monthly Tax Rent then current tax year are not known, monthly installments payable shall be based on the amount of the corresponding Taxes for the immediately preceding tax year with Tax year, subject to immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] days after demand therefor. In the event of any excess, it shall be credited (and applied to future Tax Rent payments, except that any excess in the last year payment of the Term shall be refunded at the end of the Termadjusted amount by Tenant) when such Taxes are billed or determined.
B. Should the taxing authority include in Taxes as a separately stated item the value of any improvements made by or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.
Appears in 1 contract
Tax Rent. A. As additional Rent for each year of this Lease (herein called 'Tax Rent"), Tenant shall pay to Landlord, as Additional Rentin the manner hereinafter described, Tax Rent in an amount equal to the product obtained by multiplying the aggregate amount of all Taxes payable by Landlord for the then-current calendar year (or other fiscal or accounting year selected by Landlord) by a fractionfraction ("Tenant's Fraction"), the numerator of which shall be is the Floor Space Area of the Premises excluding Storage Space, if anyLeased Premises, and the denominator of which shall be is the portion total square foot ground floor area which is leasable for space (on the first day of the aggregate leased and occupied Floor Space month in question) inside all the buildings of the Shopping Center. Notwithstanding the foregoing, at Landlord's option Tenant's Fraction may be appropriately adjusted with regard to Tax Rent and/or Common Area Rent to exclude from the denominator thereof any land and/or building(s) in the Shopping Center leased to or occupied by third parties with separate tax lots or parcels for which is included they directly or indirectly pay taxes and/or who are responsible for maintenance of portions of the Common Areas; provided that in such event the Taxes or Common Area expenses paid by such third parties shall also be excluded in the assessment which constitutes computation of Taxes and/or Yearly Common Area Costs. On the basis for the Taxesfirst day of each month in advance, but excluding Storage Space, if any, buildings or areas occupied by Department Stores and Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks; provided, however, that Tenant's Tax Rent for any year shall not exceed the amount which would otherwise be payable by Tenant hereunder if the denominator of said fraction were [***] percent of the Gross Leaseable Area of that portion of the Shopping Center included in the assessment, exclusive of Department Stores, Specialty Stores, stores not fronting on the enclosed mall, and temporary kiosks. Tax Rent shall be payable at least [***] days prior to the due date of any Taxes or installment thereof; however, Landlord may, if it so elects, collect Tax Rent from Tenant on a monthly basis, in which event Tenant shall pay, with each monthly installment of Fixed Rent, pay to Landlord one-twelfth (1/12l/12th) of Tenant's annual share of Tax Rent, based on Landlord's estimates. If after the end of a calendar year (or other accounting period used by Landlord) the total of the monthly payments by Tenant for the year has exceeded or is less than the annual Tax Rent actually due, then an adjustment shall be made with appropriate payments to or repayment by Landlord, If the amount estimated of any Taxes payable during the current year shall not yet have been billed by Landlord to be due hereunder. In the event Taxes for taxing authority, the monthly Tax Rent then current tax year are not known, monthly installments payable shall be based on the amount of the corresponding Taxes for the immediately preceding tax year with Tax year, subject to immediate adjustment as soon as current taxes become known. If at the time any Taxes or installments are required to be paid, the amount of Tenant's previously made monthly payments is insufficient to pay Tenant's share, Tenant shall pay such deficiency within [***] days after demand therefor. In the event of any excess, it shall be credited (and applied to future Tax Rent payments, except that any excess in the last year payment of the Term shall be refunded at the end of the Term.
B. Should the taxing authority include in adjusted amount by Tenant) when such Taxes as a separately stated item the value of any improvements made by are billed or for the benefit of Tenant, or include machinery, equipment, fixtures, inventory or other personal property or assets used by Tenant in the Premises, then Tenant shall pay the entire tax attributable to such items.
C. Nothing herein contained shall be construed to include as a tax which shall be the basis of Tax Rent, any inheritance, estate, succession, transfer, gift, franchise, corporation, income or profit tax or capital levy that is or may be imposed upon Landlord, provided, however, that if, at any time during the Term, the method of taxation prevailing at the Commencement Date of this Lease shall be altered so that in lieu of or as a substitute for the whole or any part of the taxes now levied, assessed or imposed on real estate as such, there shall be levied, assessed or imposed (i) a tax on the rents received from real estate, or (ii) a tax or license fee imposed on Landlord which is otherwise measured by or based, in whole or in part, upon the Shopping Center or any portion thereof, then the same shall be included in the computation of Tax Rent hereunder, computed as if the amount of such tax or fee so payable were that due if the Shopping Center were the only property of Landlord subject thereto.determined,
Appears in 1 contract
