Taxes; Charges Except as disclosed on Disclosure Schedule 7.9 all tax returns, reports and statements required by any Governmental Authority to be filed by each Credit Party have, as of the Closing Date, been filed and will, until the Termination Date, be filed with the appropriate Governmental Authority and no tax Lien has been filed against each Credit Party or any of each Credit Party’s property. Proper and accurate amounts have been and will be withheld by each Credit Party from its employees for all periods in complete compliance with all Requirements of Law and such withholdings have and will be timely paid to the appropriate Governmental Authorities. Disclosure Schedule 7.9 sets forth as of the Closing Date those taxable years for which each Credit Party’s tax returns are currently being audited by the IRS or any other applicable Governmental Authority and any assessments or threatened assessments in connection with such audit, or otherwise currently outstanding. Except as described on Disclosure Schedule 7.9, no Credit Party nor its respective predecessors are liable for any Charges: (a) under any agreement (including any tax sharing agreements or agreement extending the period of assessment of any Charges) or (b) to any Credit Party’s knowledge, as a transferee. As of the Closing Date, no Credit Party has agreed or been requested to make any adjustment under IRC Section 481(a), by reason of a change in accounting method or otherwise, which could reasonably be expected to have a Material Adverse Effect.
Payment of Taxes and Assessments The lessee shall pay prior to delinquency all taxes and assessments accruing against the leasehold.
Taxes and Assessments As of the date of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, all taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges) due with respect to the Mortgaged Property (excluding any related personal property) securing a Mortgage Loan that is or could become a lien on the related Mortgaged Property that became due and owing prior to the Cut-off Date with respect to each related Mortgaged Property have been paid, or, if the appropriate amount of such taxes or charges is being appealed or is otherwise in dispute, the unpaid taxes or charges are covered by an escrow of funds or other security sufficient to pay such tax or charge and reasonably estimated interest and penalties, if any, thereon. For purposes of this representation and warranty, any such taxes, assessments and other charges shall not be considered due and payable until the date on which interest and/or penalties would be payable thereon.
Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.
Real Property Taxes Tenant shall pay directly to the applicable tax collector ("Tax Collector") and prior to delinquency all Real Property Taxes (as hereinafter defined) which become due during the Lease Term, as Additional Rent. The term "Real Property Taxes" as used herein shall mean (1) all taxes, assessments, levies, and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any change in ownership of the Premises or the Project) now or hereafter imposed by any governmental or quasi- governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to (a) the value, occupancy, or use of, all or any portion of the Premises or the Project (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein, including Landlord's interest in this Lease; or (b) any improvements located on the Premises or the Project (regardless of ownership); and (2) all area wide taxes, charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Project. If at any time during the Lease Term the taxation or assessment of the Project prevailing as of the Commencement Date shall be altered so that in lieu of or in addition to any Real Property Taxes described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (a) on the value, use or occupancy of the Project or Landlord's interest therein; (b) on or measured by the gross receipts, income or rentals from the Project; (c) on Landlord's business of leasing the Premises; or (d) computed in any manner with respect to the operation of the Premises or the Project, then any such tax or charge, however designated, shall be included within the meaning of the term "Real Property Taxes". Notwithstanding the foregoing, the term "Real Property Taxes" shall not include estate, inheritance, gift or franchise taxes of Landlord or the federal or state net income tax imposed on Landlord's income from all sources. Notwithstanding anything within this Paragraph 10.1, it is agreed that if any special assessments for capital improvements are assessed, and if Landlord has the option to either pay the entire assessment in cash or go to bond, Landlord shall elect to go to bond so that Tenant will pay such special assessment in installments rather than in a lump sum. It is additionally agreed that Tenant shall have the right, at Tenant's sole cost and expense, to contest with any taxing authority or appellate body the imposition or amount of any Real Property Tax, but any such contest shall not excuse Tenant from any of its obligations hereunder as to paying any such Real Property Tax when payable hereunder. In addition, Landlord agrees to consult with Tenant in advance of any contemplated change in ownership of the Project so as to have the benefit of Tenant's recommendations, if any, as to any possible way to avoid any reassessment of the Project, but regardless of any such consultation, Landlord shall have no obligation to Tenant to follow, or any liability to Tenant for failing to follow, any recommendations of Tenant.
