Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 3 contracts
Sources: Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc), Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Landlord and Tenant shall cooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as of the Effective Date. Tenant shall pay to Landlord as additional rent an amount equal to before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all general real estate taxes estate, municipal utility district and special other similar taxes, assessments, if anyad valorem taxes, levied water and sewer charges, sales tax on Rent, all gross receipts or “margin” tax assessed against the PremisesLandlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, dues or assessments, general or special of any part thereofassociation to which the Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) which accrue may be charged, assessed, levied, imposed upon or become due and payable, during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord if, by Law, any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay all the same (and any accrued interest on the unpaid balance) in installments and shall be required to pay only such tax bills prior to installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Termother than December 31, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth only be liable for the Impositions accruing during the Term (1/12th) of such that the prior years real estate tax bills. Said real estate tax payments same shall be reconciled upon receipt of the second installment real estate tax bills prorated between Landlord and Tenant for each year of the Lease Termsuch calendar year). If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunderbenefit of any abatements or reduction of any Impositions during the Term and, orin all events, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount be entitled to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes tax incentives, rebates, discounts or other similar payments or inducements which Tenant may negotiate for and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon receive (even though allocable to the Premises, or ) from any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, governmental authority with regard to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property location of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in business on the Premises or any leasehold improvements made in otherwise. All reductions, refunds, or rebates of Impositions applicable to the Premises by or for Term shall belong to Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Asbury Automotive Group Inc), Asset Purchase Agreement (Asbury Automotive Group Inc)
Impositions. Tenant Subject to Article 11 relating to contests, Lessee, at Lessee’s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Lessee as provided herein, shall be prima facia evidence for all purposes of this Lease of the existence, amount and validity of such Imposition. Upon the occurrence and continuance of an event of default, at the option of Lessor, which may be exercised by written notice to Lessee, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by Lessor. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Lease (Atlantic Express Transportation Corp), Lease (Atlantic Express Transportation Corp)
Impositions. Tenant (a) Borrower shall (or shall cause Mortgage Borrower to) pay and discharge all Impositions prior to Landlord as additional rent delinquency and shall provide to Administrative Agent validated receipts or other evidence reasonably satisfactory to Administrative Agent showing the payment of such Impositions within ten (10) Business Days after the same would otherwise have become delinquent. Borrower’s obligation to pay (or cause Mortgage Borrower to pay) Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Administrative Agent or Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) make an Advance to pay such Impositions or any part portion thereof.
(b) Borrower shall not be required to (or cause Mortgage Borrower to) pay, discharge or remove any Imposition so long as Borrower or Mortgage Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such contest will not result in a tax bills certificate or other sale of the tax lien and prior to the due date thereofon which such Imposition would otherwise have become delinquent, subject Borrower shall have: (i) given Administrative Agent prior written notice of such contest; and (ii) unless otherwise deposited by Mortgage Borrower with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement, deposited with Administrative Agent (for the benefit of Lender), and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to at least one twelfth hundred five percent (1/12th105%) of the prior years real estate tax billstotal of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties, costs and charges accrued or accumulated thereon. Said real estate tax payments Any such contest shall be reconciled upon receipt prosecuted with due diligence, and Borrower shall promptly pay (or cause Mortgage Borrower to pay) the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Administrative Agent shall have full power and authority to apply any amount deposited with Administrative Agent (for the benefit of Lender) under this Section 7.3(b) to the payment of any unpaid Imposition to prevent the sale of any tax lien or the sale or forfeiture of the second installment real estate tax bills Mortgaged Property (or any portion thereof) for each year non-payment thereof. Neither Administrative Agent nor Lender shall have liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the Lease Termparticular Imposition for which such amount was deposited. If Any surplus retained by Administrative Agent (for the monthly deposits made by Tenant are less than the actual tax bills for any year benefit of Lender) after payment of the Lease TermImposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred, then Tenant in which case said surplus may be retained by Administrative Agent (for the benefit of Lender) to be applied to the Indebtedness. Notwithstanding any provision of this Section 7.3(b) to the contrary, Borrower shall pay such deficiency within fourteen (14or cause Mortgage Borrower to pay) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Administrative Agent, failure to pay will result in a credit against tax certificate or other sale of the next monthly tax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, Lender may make an Advance to pay the same. Additionally, in such event, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, if Lender is prevented by law or judicial or administrative order from paying such Imposition and Borrower fails to pay (or cause Mortgage Borrower to pay) the same, then Administrative Agent (for the benefit of Lender), at its option, may declare the entire Indebtedness immediately due and payable.
(c) To the extent cash flow from the Mortgaged Property is insufficient to pay same, Carry Costs (as defined in the Master Loan Agreement) shall be disbursed by Mortgage Lender (or Administrative Agent, if applicable, pursuant to Section 2.9(c)) from the Carry Cost Reserve Account (as defined in the Master Loan Agreement) in accordance with, and subject to, the terms and conditions of disbursement in the Mortgage Loan Agreement. To the extent Mortgage Borrower fails to satisfy the conditions of disbursement in the Mortgage Loan Agreement or if there are insufficient funds on deposit due hereunderin the Carry Cost Reserve Account or cash flow from the Mortgaged Property, Borrower shall cause Mortgage Borrower to pay the Carry Costs that would otherwise be funded from the Carry Cost Reserve Account or from cash flow from the Mortgaged Property; provided that if an Event of Default exists, Borrower shall cause Mortgage Borrower to deposit with Mortgage Lender (or, if the Mortgage Loan is no longer outstanding or if Mortgage Lender has waived the obligation of Mortgage Borrower to deposit such amounts, with Administrative Agent (for tax bills received after the end benefit of Lender)), monthly, on each Payment Date, 1/12th of the Lease Termannual charges (as reasonably estimated by Mortgage Lender or Administrative Agent, Landlord as applicable) for Impositions and insurance premiums, and, if required by Mortgage Lender or Administrative Agent, as applicable, 1/12th of the annual charges for rent (if Mortgage Borrower is lessee of an interest in any of the Mortgaged Property) with respect to the Mortgaged Property. If required by Mortgage Lender or Administrative Agent, as applicable, Borrower shall pay such excess amount to Tenant within fourteen also deposit with Mortgage Lender or Administrative Agent (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment benefit of 2005 and Lender), as applicable, simultaneously with such monthly deposits, a sum of money which together with such monthly deposits will be sufficient to make the first installment payment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five each such charge at least fifteen (515) days prior to the due date pay initially due. Should such charges not be ascertainable at the time any deposit is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as additional rent reasonably estimated by Mortgage Lender or Administrative Agent, as applicable. When the charges are fixed for the then current year or period, Borrower shall cause Mortgage Borrower to deposit any and all special taxes and assessmentsdeficiency on demand. All funds deposited with Administrative Agent (for the benefit of Lender) shall be held without interest (unless the payment of interest thereon is required under applicable law), water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be leviedcommingled with Administrative Agent’s other funds, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord and shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of applied in payment of the Impositions within three (3) days foregoing charges when and as payable provided that no Event of Landlord’s request thereforDefault shall have occurred and be continuing. If at any time during Should an Event of Default occur and be continuing, the term of this Lease the method of taxation prevailing at the commencement funds so deposited may be applied in payment of the term hereof charges for which such funds shall be altered so that any new tax, assessment, levy, imposition have been deposited or charge, to the payment of the Indebtedness or any part thereofother charges affecting the Mortgaged Property, shall be measured by or be based as Administrative Agent in whole or in part upon the Lease or Premisesits sole discretion may determine, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all but no such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, application shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property have been made by operation of Landlord subject to such Impositions, and Tenant shall pay and discharge the same law or otherwise until actually made by Administrative Agent as herein provided in respect of provided. Borrower shall provide (or cause Mortgage Borrower to provide) Administrative Agent with bills and all other documents necessary for the payment of Impositions. There shall be excluded from Impositions all federal or state income taxesthe foregoing charges within ten (10) Business Days following Borrower’s receipt of the same, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition but in any event at least fifteen (15) days prior to the taxes described above, Tenant date on which each payment thereof shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoffirst become due.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Impositions. Commencing upon the Commencement Date, Tenant shall pay to Landlord pay, as additional rent an amount equal to and when due, all general real estate taxes, personal property taxes and special assessmentsother ad valorem and non ad valorem taxes, if anyand any other levies, charges, local improvement rates, impositions and assessments whatsoever assessed or charged against the Demised Property, the equipment and improvements therein contained, and including any amounts assessed or charged in substitution for or in lieu of any such taxes (collectively, ”Impositions”), levied or assessed against the Premises, Demised Property by any lawful authority for each calendar year or any part thereof, which accrue portion thereof during the Lease Term, including such taxes which accrue during period between the Lease Term but are due Commencement Date and payable after the expiration of the Lease Term; provided, however, that . Landlord shall request the tax assessor or the Department of Revenue, if centrally assessed, to send all ▇▇▇▇(s) and any trim notice (i.e., notice of the assessed value of the property of which the Demised Property is a part) for Impositions directly to Tenant and Tenant agrees to be responsible to pay all such tax bills the Impositions directly to the taxing authorities prior to the due date thereof, subject to receiving reimbursement from Tenant as provided hereinany delinquency. During the Lease TermIf applicable, Tenant shall pay to make any required filings with the Department of Revenue and provide Landlord monthly deposits in an amount equal to one twelfth (1/12th) with copies of such filings. If any Impositions may at the option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen paid in installments (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In additionImpositions), Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming pay only such installments as shall become due and payable during the term Term of this Lease Lease. In the event that the tax ▇▇▇▇(s) and/or trim notice are not sent by the taxing authorities directly to Tenant, Landlord shall provide Tenant with all such real estate taxes tax ▇▇▇▇(s) and/or trim notice promptly upon Landlord’s receipt thereof. Any rebates, refunds, or abatements of Impositions received by Landlord subsequent to payment of Impositions by Tenant shall be refunded to Tenant within thirty (30) days of receipt thereof by Landlord (less, if Landlord contested such Impositions at Tenant’s request, Landlord’s reasonable costs and water bills are hereafter referred to as the “Impositions”expenses of procuring such rebate, refund, or abatement). Tenant shall provide Landlord evidence with paid tax receipts or, if not available, other proof of payment of reasonably acceptable to Landlord, on or before five (5) business days before the date that the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall would be deemed to be included within delinquent (i.e., the term Impositions for the purposes hereof, date that penalties would start to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofaccrue).
Appears in 1 contract
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord (a) Borrower shall pay all Impositions before the same become delinquent and, upon written request, shall furnish to Lender duplicate receipts for such tax bills prior payment. Unless Lender has paid such Impositions directly on Borrower's behalf, Borrower shall furnish to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant Lender evidence that all Impositions are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than paid at least five (5) days Business Days prior to the due last date pay as additional rent for payment of such Impositions and before imposition of any penalty or accrual of interest.
(b) Notwithstanding the foregoing, Borrower may, in good faith, with reasonable diligence and at Borrower's sole cost and expense, contest the validity or amount of any Impositions, provided that:
(i) Such contest prevents the collection of the Contested Taxes and the sale or forfeiture of all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required of the Property to pay, accruing or becoming due and payable during satisfy the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three Contested Taxes; and
(3ii) days Borrower notifies Lender in writing of Landlord’s request therefor. If at Borrower's intent to contest before any time during Contested Taxes have been increased by any interest, penalties or other costs; and
(iii) Borrower has deposited with Lender to be held by Lender, together with the term sums provided in subsection (c) below, a sum of this Lease money which taken with the method of taxation prevailing at deposits already held by Lender pursuant to subsection (c) below is sufficient in Lender's judgment to pay the commencement amount of the term hereof Contested Taxes, including interest and penalties, and Borrower shall be altered so that any new tax, assessment, levy, imposition or chargeincrease such deposits upon demand by Lender whenever Lender deems such additional deposit necessary to cover the cost of additional interest and penalties.
(c) If Borrower fails to pursue the proceeding for the Contested Taxes with reasonable diligence, or any part thereofif Borrower fails to deliver to Lender the additional deposits required in this subsection (c), shall be measured by or be based in whole or in part upon the Lease or PremisesLender may, or the Base Rentat Lender's option, apply such additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, deposits to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied of the Contested Taxes, including all penalties and interest. If the amount of the additional deposits is insufficient to pay the Contested Taxes together with all interest and penalties, Borrower shall upon this transaction or any document demand deposit an amount sufficient to which Tenant is make such payment of the Contested Taxes in full. Provided no Event of Default then exists and Borrower has notified Lender in writing that Borrower has obtained a party creating or transferring any interest or final disposition of the Contested Taxes, together with an estate official tax ▇▇▇▇ for such Contested Taxes, Lender shall use the funds on deposit with Lender, together with the Monthly Tax Deposits relating to such Contested Taxes, to pay the Contested Taxes in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoffull.
Appears in 1 contract
Sources: Loan and Security Agreement (Stratus Properties Inc)
Impositions. Tenant shall shall, within thirty (30) days after notice from Landlord, pay to Landlord as additional rent an amount equal to Tenant's Pro Rata Share of all general real estate taxes and special taxes, sales taxes, assessments, if anywater and sewer rates, levied against the Premisesrents or charges, use or occupancy taxes, vault charges, license or permit fees and any part thereofother governmental levies or charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind and nature whatsoever (said taxes, assessments, water and sewer rates or charges, vault charges, license or permit fees and other governmental levies or charges being hereinafter referred to as "IMPOSITION"), which accrue are assessed, levied, confirmed, imposed or become a lien upon the Land and Building or become payable, during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration term of the Lease Termthis Lease; provided, however, that Landlord shall pay all that, if by law any such tax bills prior to Imposition is payable or may at the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen paid in installments (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes Imposition), Tenant may pay the same (and any accrued before or after interest on the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year unpaid balance of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord such Imposition) in installments and shall pay only such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills installments as may become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of same respectively become due and before any fine, penalty, interest or cost may be added thereto for the non-payment of any such installment and interest; and provided further, that any Imposition relating to a fiscal period which is included within the Impositions within three term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (3) days of Landlord’s request therefor. If at any time whether or not such Imposition shall be assessed, levied, confirmed, imposed or become a lien upon the Demised Premises, or shall become payable, during the term of this Lease Lease) be adjusted between Landlord and Tenant as of the method of taxation prevailing at the commencement expiration of the term hereof shall be altered of this Lease, so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the expiration of this Lease bears to such fiscal period and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and Landlord shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment remainder thereof.
Appears in 1 contract
Impositions. Tenant Subject to Article 11 relating to contests, ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. At the option of Lessor, which may be exercised by written notice to ▇▇▇▇▇▇, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by ▇▇▇▇▇▇. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Lease Agreement
Impositions. Tenant shall pay or cause to Landlord as additional rent an amount equal be paid Tenant's Proportionate Share of the Impositions attributable to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue period during the Lease TermTerm before any fine, including such taxes which accrue during the Lease Term but are due and payable penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for nonpayment. Within thirty (30) days after the expiration receipt of written Notice of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to amount of Tenant's Proportionate Share of the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease TermImpositions, Tenant shall pay such amount to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax billsLandlord. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereofits expense, to the extent that they are so measured required or basedpermitted by Legal Requirements, shall be deemed prepare and file all tax returns required to be included within the term Impositions for the purposes hereoffiled by Landlord, and Tenant, at its expense, to the extent that such Impositions would required or permitted by Legal Requirements, shall prepare and file all tax returns and reports required to be payable if the Premises were the only property of Landlord subject to such Impositions, and filed by Tenant shall pay and discharge the same as herein provided in respect of the payment any Imposition as may be required by any Government Agency. Provided that no Default or Event of Impositions. There Default shall have occurred and be continuing, if any refund shall be excluded due from Impositions all federal or state income taxesany taxing authority in respect of any Imposition paid by Tenant, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes Tenant's Proportionate Share of Landlord. In addition to the taxes described above, Tenant such refund shall be responsible for and shall pay prior paid over to delinquency any and all taxes, whether or not customary or now within the contemplation Tenant. Upon request of the parties hereto (i) levied againstother, upon, measured Landlord and Tenant each shall provide such data as is maintained by or reasonably attributable the party to Tenant’s equipment, furniture, fixtures and other personal property located in whom the Premises or any leasehold improvements request is made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possessionLeased Premises as may be necessary to prepare any required returns and reports. In the event that Government Agencies classify any portion of the Leased Premises covered by this Lease as personal property, leasingTenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Upon request, operationeach party shall provide, managementto the extent it possesses the same, maintenancethe other with cost and depreciation records necessary for filing returns for any portion of the Leased Premises so classified as personal property. Landlord shall use its best efforts to give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, alterationHOWEVER, repairthat Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Notwithstanding the provisions of this Section, use in the event that Landlord, in its sole discretion, determines that it will deliver payment of any Impositions referred to in this Section to the appropriate taxing or occupancy by Government Agencies, then, in such event, Landlord agrees to notify Tenant of the Premises delivery of payment of said Impositions by Landlord to the appropriate taxing or Government Agencies and the amount of Tenant's Proportionate Share of such Impositions so paid by Landlord to the appropriate taxing or Government Agencies, and the amount of Tenant's Proportionate Share of such Impositions paid by Landlord on account of said Impositions thereafter shall be reimbursed and paid by Tenant to Landlord on the next succeeding Minimum Rent payment date and shall be added to the next or any portion thereof; subsequent rent thereafter to become due as Landlord elects and shall be collectible as such as Additional Rent. It is understood and agreed by Landlord and Tenant that notwithstanding Landlord's determination pursuant to this Section to deliver the payment of said Impositions to the appropriate taxing or (iii) levied upon Government Agencies, that the obligation to pay Tenant's Proportionate Share of said Impositions during the Term of this transaction Lease shall be the obligation of Tenant hereunder at all times whether said Impositions shall be paid by Tenant directly to Landlord or reimbursed to Landlord as stipulated herein if Landlord so elects. Furthermore, it expressly is understood that payment by Landlord of any document said Impositions, whether pursuant to which Tenant is a party creating this Section or transferring any interest or an estate in the Premises. Upon demand by LandlordEvent of Default hereunder, shall not be deemed to waive or release the obligation of Tenant shall furnish to make payment for said Impositions or to waive or release any rights of Landlord satisfactory evidence of payment thereofhereunder.
Appears in 1 contract
Sources: Training Center and Fractional Ownership Agreement (Training Devices International Inc)
Impositions. Tenant (a) Borrower shall (or shall cause Mortgage Borrower to) pay and discharge all Impositions prior to Landlord as additional rent delinquency and shall provide to Administrative Agent validated receipts or other evidence reasonably satisfactory to Administrative Agent showing the payment of such Impositions within ten (10) Business Days after the same would otherwise have become delinquent. Borrower’s obligation to pay (or cause Mortgage Borrower to pay) Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Administrative Agent or Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) make an Advance to pay such Impositions or any part portion thereof.
(b) Borrower shall not be required to (or cause Mortgage Borrower to) pay, discharge or remove any Imposition so long as Borrower or Mortgage Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such contest will not result in a tax bills certificate or other sale of the tax lien and prior to the due date thereofon which such Imposition would otherwise have become delinquent, subject Borrower shall have: (i) given Administrative Agent prior written notice of such contest; and (ii) unless otherwise deposited by Mortgage Borrower with Mortgage Lender in accordance with the terms of the Mortgage Loan Agreement, deposited with Administrative Agent (for the benefit of Lender), and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to at least one twelfth hundred five percent (1/12th105%) of the prior years real estate tax billstotal of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties, costs and charges accrued or accumulated thereon. Said real estate tax payments Any such contest shall be reconciled upon receipt prosecuted with due diligence, and Borrower shall promptly pay (or cause Mortgage Borrower to pay) the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Administrative Agent shall have full power and authority to apply any amount deposited with Administrative Agent (for the benefit of Lender) under this Section 7.3(b) to the payment of any unpaid Imposition to prevent the sale of any tax lien or the sale or forfeiture of the second installment real estate tax bills Mortgaged Property (or any portion thereof) for each year non-payment thereof. Neither Administrative Agent nor Lender shall have liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the Lease Termparticular Imposition for which such amount was deposited. If Any surplus retained by Administrative Agent (for the monthly deposits made by Tenant are less than the actual tax bills for any year benefit of Lender) after payment of the Lease TermImposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred, then Tenant in which case said surplus may be retained by Administrative Agent (for the benefit of Lender) to be applied to the Indebtedness. Notwithstanding any provision of this Section 7.3(b) to the contrary, Borrower shall pay such deficiency within fourteen (14or cause Mortgage Borrower to pay) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Administrative Agent, failure to pay will result in a credit against tax certificate or other sale of the next monthly tax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, Lender may make an Advance to pay the same. Additionally, in such event, subject to the rights of Mortgage Lender under the Mortgage Loan Agreement, if Lender is prevented by law or judicial or administrative order from paying such Imposition and Borrower fails to pay (or cause Mortgage Borrower to pay) the same, then Administrative Agent (for the benefit of Lender), at its option, may declare the entire Indebtedness immediately due and payable.
(c) To the extent cash flow from the Mortgaged Property is insufficient to pay same, real estate taxes, assessments, municipal charges and insurance premiums shall be funded as a Disbursement to Mortgage Borrower subject to the terms and conditions of disbursement in the Mortgage Loan Agreement. To the extent Mortgage Borrower fails to satisfy the conditions of disbursement in the Mortgage Loan Agreement, Borrower shall cause Mortgage Borrower to pay the real estate taxes, assessments, municipal charges and insurance premiums that would otherwise be funded as a Disbursement to Mortgage Borrower; provided that if an Event of Default exists, Borrower shall cause Mortgage Borrower to deposit due hereunder, with Mortgage Lender (or, if the Mortgage Loan is no longer outstanding or if Mortgage Lender has waived the obligation of Mortgage Borrower to deposit such amounts, with Administrative Agent (for tax bills received after the end benefit of Lender)), monthly, on each Payment Date, 1/12th of the Lease Termannual charges (as reasonably estimated by Mortgage Lender or Administrative Agent, Landlord as applicable) for Impositions and insurance premiums, and, if required by Mortgage Lender or Administrative Agent, as applicable, 1/12th of the annual charges for rent (if Mortgage Borrower is lessee of an interest in any of the Mortgaged Property) with respect to the Mortgaged Property. If required by Mortgage Lender or Administrative Agent, as applicable, Borrower shall pay such excess amount to Tenant within fourteen also deposit with Mortgage Lender or Administrative Agent (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment benefit of 2005 and Lender), as applicable, simultaneously with such monthly deposits, a sum of money which together with such monthly deposits will be sufficient to make the first installment payment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five each such charge at least fifteen (515) days prior to the due date pay initially due. Should such charges not be ascertainable at the time any deposit is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as additional rent reasonably estimated by Mortgage Lender or Administrative Agent, as applicable. When the charges are fixed for the then current year or period, Borrower shall cause Mortgage Borrower to deposit any and all special taxes and assessmentsdeficiency on demand. All funds deposited with Administrative Agent (for the benefit of Lender) shall be held without interest (unless the payment of interest thereon is required under applicable law), water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be leviedcommingled with Administrative Agent’s other funds, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord and shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of applied in payment of the Impositions within three (3) days foregoing charges when and as payable provided that no Event of Landlord’s request thereforDefault shall have occurred and be continuing. If at any time during Should an Event of Default occur and be continuing, the term of this Lease the method of taxation prevailing at the commencement funds so deposited may be applied in payment of the term hereof charges for which such funds shall be altered so that any new tax, assessment, levy, imposition have been deposited or charge, to the payment of the Indebtedness or any part thereofother charges affecting the Mortgaged Property, shall be measured by or be based as Administrative Agent in whole or in part upon the Lease or Premisesits sole discretion may determine, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all but no such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, application shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property have been made by operation of Landlord subject to such Impositions, and Tenant shall pay and discharge the same law or otherwise until actually made by Administrative Agent as herein provided in respect of provided. Borrower shall provide (or cause Mortgage Borrower to provide) Administrative Agent with bills and all other documents necessary for the payment of Impositions. There shall be excluded from Impositions all federal or state income taxesthe foregoing charges within ten (10) Business Days following Borrower’s receipt of the same, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition but in any event at least fifteen (15) days prior to the taxes described above, Tenant date on which each payment thereof shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoffirst become due.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (Trinity Place Holdings Inc.)
Impositions. Tenant (a) Borrower shall pay and discharge all Impositions prior to Landlord as additional rent delinquency and shall furnish to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within 15 days after the same would otherwise have become delinquent. Borrower's obligation to pay Impositions pursuant to this Deed of Trust shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Trustee or Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions or which otherwise adversely affect Trustee's or Lender's interests. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) pay such Impositions or any part thereofportion thereof and Borrower shall reimburse Lender on demand for all such Advances.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such tax bills prior to the due date thereofon which such Imposition would otherwise have become delinquent Borrower shall have (i) given Lender prior notice of such contest and (ii) deposited with Lender, subject and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) at least 110 per cent of the prior years real estate tax billstotal of (A) the balance of such Imposition then remaining unpaid and (B) all interest, penalties, costs and charges accrued or accumulated thereon. Said real estate tax payments Any such contest shall be reconciled upon receipt prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest and penalties payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 2.06(b) to the payment of any unpaid Imposition to prevent the sale or forfeiture of the second installment real estate tax bills Mortgaged Property for each year non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the Lease Termparticular Imposition for which such amount was deposited. If the monthly deposits made Any surplus retained by Tenant are less than the actual tax bills for any year Lender after payment of the Lease TermImposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred under the provisions of this Deed of Trust, then Tenant in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Section 2.06(b) to the contrary, Borrower shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall Imposition which it might otherwise be entitled to a credit against contest if, in the next monthly deposit due hereunderreasonable opinion of Lender, orthe Mortgaged Property is in jeopardy or in danger of being forfeited or foreclosed. If Borrower refuses to pay any such Imposition, Lender may (but shall not be obligated to) make such payment and Borrower shall reimburse Lender on demand for all such Advances. Additionally, in such event, if for tax bills received after Lender is prevented by law or judicial or administrative order from paying such Imposition, then Lender, at its option, may declare the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming entire Indebtedness immediately due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofpayable.
Appears in 1 contract
Sources: Deed of Trust and Security Agreement (Felcor Lodging Trust Inc)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant’s right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other ▇▇▇▇ related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition in an amount equal accordance with Tenant’s reasonable instructions or Landlord’s failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other ▇▇▇▇ related to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, . Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Impositions. (a) Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes taxes, assessments for local improvements, water, and special assessmentsstorm and sanitary sewer rates and charges, if anylicenses and permit fees, levied against personal property taxes, other taxes, and governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever which are assessed, levied, confirmed, imposed, or become a lien upon the Premises, or any part thereof, which accrue become payable during the Term of this Lease Termor any renewal or extension thereof (the "Impositions"), including such taxes which accrue during payment thereof to be made before any fine, penalty, interest, or cost may be added thereto for the Lease Term but are due and payable after the expiration of the Lease Termnonpayment thereof; provided, however, that Landlord shall pay all such tax bills prior to if by law any Imposition is payable, or may at the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Termpaid, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlordin installments, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes Imposition, Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable and before any fine, penalty, interest, or cost may be added thereto for the nonpayment of any such installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in a period of time prior to commencement date hereof or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year expiration of the Lease Term, then Tenant Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end adjusted between Landlord and Tenant as of the Lease Term, Landlord shall pay commencement date hereof or such excess amount to Tenant within fourteen (14) days after written demand from Tenantexpiration date. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than Forty-five (545) days prior to the due date pay expiration of the Term, Landlord shall ▇▇▇▇ Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the fiscal period of the taxing authorities, as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoeverreasonably estimated by Landlord, which accrue or may shall not be levied, assessed or imposed subject to re-adjustment. Such pro rata billing shall be based upon the PremisesImpositions for the previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of receipt thereof; provided, however, that if the Impositions for the last fiscal year of the taxing authorities into which the Term extends shall vary from those of the previous fiscal year, Tenant and Landlord shall make a final adjustment at the end of the last such fiscal year based upon the Impositions actually paid by Landlord, and any such liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of this Lease.
(b) Nothing hereinabove contained shall require Tenant to pay sums owing under Landlord's mortgage or mortgages, any franchise, estate, inheritance, succession, capital levy, stamp levy, stamp tax, or transfer of Landlord or any income, excess profits, or revenue tax, or any part thereofother tax, assessment, charge, or any ad valorem taxes for any personal property used in connection therewithlevy based on or measured by the gross income or capital stock of Landlord or upon the net rental payable by Tenant under this Lease; provided, which Landlord shall be required to payhowever, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If that if at any time during the term Term of this Lease an occupation or excise tax on rents is levied or assessed against Landlord or the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new taxnet rental, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based as a substitution in whole or in part upon for taxes assessed or imposed on the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, same shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such "Impositions, " as hereinabove defined and Tenant shall pay and discharge the same as herein provided in accordance with the provisions of this subsection in respect of to the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition Landlord covenants to the taxes described above, forward promptly to Tenant shall be responsible for and shall pay prior to delinquency any and all notices or statements relating to taxes, whether assessments, fees, water, sewer, or not customary other rent, rate or now charge, excise, levy, license fee, permit fee, inspection fee, or other authorization fee and Landlord shall indemnify Tenant (without hereby implying any rights of abatement, diminution, reduction, deduction, or setoff), upon notice from Tenant, for penalty, late charge, delinquency charge, or damages incurred by Tenant due to failure of Landlord to so forward said notice or statement. Tenant shall furnish to Landlord, within thirty (30) days after the contemplation date when any Imposition is due, official receipts of the parties hereto (i) levied againstappropriate taxing authority or other evidence satisfactory to Landlord evidencing payment thereof. The certificate, uponadvice, measured or ▇▇▇▇ of nonpayment of any Imposition from the appropriate official designated by law to make or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in issue the Premises or any leasehold improvements made in same or to the Premises by or for Tenant, regardless receive payment of whether title to such improvements any Imposition shall be in Landlord prima facie evidence that such Imposition is due and unpaid at the time of the making or Tenantissuance of such certificate, advice, or levied upon, measured by ▇▇▇▇ of nonpayment.
(a) In the event that Tenant shall contest the collection or reasonably attributable to cost or value assessment of any tax, assessment, fee, water or sewer charge or rate, excise, or levy by legal proceedings or other appropriate action, then Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to contest such, and on written demand by Landlord shall make a sufficient deposit of funds with an escrow agent designated by Landlord in such written demand or provide a surety bond in amount sufficient to cover the total contested amount plus penalties and interest thereon less any sum previously paid into court or paid to the charging entity or provide such security as may be required by the holder of the foregoing; (ii) levied upon or first-lien deed of trust with respect to the possessionPremises. Such deposit shall remain with the escrow agent until such contest is concluded by final judgment or is otherwise satisfied; provided, leasinghowever, operation, management, maintenance, alteration, repair, use or occupancy that in the event that Landlord reasonably deems itself in danger of losing its interest in the Premises because of action by Tenant the taxing authority prior to the conclusion of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which contest, the funds shall be released immediately without the necessity of further authorization from Tenant. If it be determined that Tenant is a party creating or transferring liable for any such payment, the funds shall be paid to the extent of such payment to the charging entity, together with interest or an estate in and penalties due thereon, if any, and the Premisesbalance, if any, shall be returned to Tenant. Upon demand In the event that the amount of such deposit is insufficient to make such payment, together with interest and penalties due thereon, after such final judgment, the deficit shall be paid by LandlordTenant; provided, however, that Landlord may, at its option, pay such deficiency and the amount so paid shall be due immediately from Tenant as Additional Rent hereunder. If, however, Tenant prevails in its contest, such funds shall furnish Landlord satisfactory evidence of payment thereofbe returned to Tenant.
Appears in 1 contract
Sources: Lease Agreement (Am General Corp)
Impositions. Tenant (a) Borrower shall pay and discharge all Impositions prior to Landlord as additional rent delinquency and shall provide to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise have become delinquent. Borrower's obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions or which otherwise adversely affect Lender's interests. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) pay such Impositions or any part thereofportion thereof and Borrower shall reimburse Lender within five (5) days after demand for all such Advances.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such tax bills contest will not result in a sale of the Mortgaged Property and prior to the due date thereofon which such Imposition would otherwise have become delinquent Borrower shall have: (i) given Lender prior notice of such contest; and (ii) deposited with Lender, subject and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to at least one twelfth hundred ten percent (1/12th110%) of the total of: (A) the balance of such Imposition then remaining unpaid; and (B) all interest, penalties, costs and charges accrued or accumulated thereon. Any such contest shall be prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Subsection 5.3(b) to the payment of any unpaid Imposition to prevent the sale of or forfeiture of the Mortgaged Property (or any portion thereof) for non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred and be continuing, in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Subsection 5.3(b) to the contrary, Borrower shall pay any Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in the Mortgaged Property (or any portion thereof) being in jeopardy or danger of being forfeited or sold by foreclosure and as long as there is no continuing Event of Default, Lender shall make any amount deposited with Lender available to Borrower for such purpose. If Borrower refuses to pay any such Imposition, Lender may (but shall not be obligated to) make such payment and Borrower shall reimburse Lender on demand for all such Advances (to the extent not previously deposited with Lender as provided above). Additionally, in such event, if Lender is prevented by law or judicial or administrative order from paying such Imposition, then upon ninety (90) days prior years written notice to Borrower, Lender, at its option, may declare the entire Indebtedness immediately due and payable.
(c) Subject to Subsection 5.3(d), commencing on the due date of the first monthly installment under the Note following delivery to Borrower of a Real Estate Tax Notice, Borrower shall deposit with Lender, monthly, on the due date of each monthly installment under the Note, 1/12th of the annual charges (as estimated by Lender) for real estate taxes and all general and special assessments, levies and other items reflected in any real estate tax bills. Said real estate tax payments shall be reconciled b▇▇▇ (collectively, "Real Estate Taxes") imposed upon receipt the Mortgaged Property, and, if required by Lender, 1/12th of the second installment real estate tax bills annual charges for each year rent (if Borrower is lessee of an interest in any of the Lease TermMortgaged Property) with respect to the Mortgaged Property. If the required by Lender, Borrower shall also deposit with Lender, simultaneously with such monthly deposits, a sum of money which together with such monthly deposits made by Tenant are less than will be sufficient to make the actual tax bills for any year payment of the Lease Term, then Tenant shall pay each such deficiency within fourteen charge at least thirty (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (530) days prior to its delinquency date. Should such charges not be ascertainable at the due date pay time any deposit is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as additional rent reasonably estimated by Lender. When the charges are fixed for the then current year or period, Borrower shall deposit any and all special taxes and assessmentsdeficiency on demand and, water rates and all other impositionsprovided that there is no continuing Event of Default, ordinary and extraordinaryany surplus shall, at Lender's election, be refunded to Borrower or credited to each of every kind and nature whatsoeverthe next succeeding deposits for Real Estate Taxes required hereunder until such surplus is exhausted. All funds deposited with Lender shall be held without interest (unless the payment of interest thereon is required under applicable law), which accrue or may be leviedcommingled with Lender's other funds, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord and shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of applied in payment of the Impositions within three (3) days foregoing charges prior to their delinquency date provided that no Event of Landlord’s request thereforDefault shall have occurred. If at any time during Should an Event of Default occur, the term of this Lease the method of taxation prevailing at the commencement funds so deposited may be applied in payment of the term hereof charges for which such funds shall be altered so that any new tax, assessment, levy, imposition have been deposited or charge, to the payment of the Indebtedness or any part thereofother charges affecting the Mortgaged Property, shall be measured by or be based as Lender in whole or in part upon the Lease or Premisesits sole discretion may determine, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all but no such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, application shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property have been made by operation of Landlord subject to such Impositions, and Tenant shall pay and discharge the same law or otherwise until actually made by Lender as herein provided in respect provided. Unless the deposit of Real Estate Taxes has been waived pursuant to Subsection 5.3(d), Borrower shall provide Lender with bills and all other documents necessary for the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition the foregoing charges at least 15 days prior to their delinquency date.
(d) Notwithstanding anything to the taxes described abovecontrary contained in Section 5.3(c), Tenant Lender agrees that Borrower shall not be responsible for and shall required to make the deposits required under Subsection 5.3(c) above to pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation Real Estate Taxes as long as each of the parties hereto following terms and conditions continue to be satisfied, as determined by Lender in its sole and absolute discretion:
(i) levied againstSubject to Borrower's right to contest provided in Section 5.3(b), upon, measured by Borrower timely and fully pays all Real Estate Taxes on or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in affecting the Premises Mortgaged Property on or any leasehold improvements made in or prior to the Premises by or for Tenant, regardless of whether title to such improvements shall last date when said Real Estate Taxes may be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value paid without payment of any of the foregoing; interest, late fee or penalty.
(ii) levied upon or with respect to No Event of Default exists under the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or Loan Documents.
(iii) levied upon this transaction or any document to which Tenant is a party creating or transferring No transfer of any interest or an estate in the PremisesMortgaged Property has occurred, other than as expressly permitted by the terms of the Loan Documents.
(iv) There does not exist any financing in violation of the terms of the Loan Documents. Upon demand by LandlordIn the event that any one or more of the above requirements are not satisfied, Tenant after notice from Lender (an "Real Estate Tax Notice"), Borrower shall furnish Landlord satisfactory evidence commence making the deposits for Real Estate Taxes pursuant to the terms of payment thereofSubsection 5.3(c) above and shall continue to make such deposits for the remainder of the Loan term notwithstanding the cure or satisfaction of any or all of said requirements. The terms of this Subsection 5.3(d) shall be only for the benefit of the original Borrower named on page one of this Agreement and shall not be applicable to any other subsequent Borrower. In the event of a transfer of the Mortgaged Property pursuant to Section 8.3, or a transfer of title to the Mortgaged Property in violation of the Loan Documents, this Subsection 5.3(d) shall immediately become null and void and an immediate initial escrow deposit (sufficient to meet upcoming obligations in Lender's judgment) and subsequent monthly impounds for Impositions shall be required pursuant to Subsection 5.3(c) above.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant's right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against 35 partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other bill ▇▇▇ated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord's failure to remit any such Imposition in an amount equal accordance with Tenant's reasonable instructions or Landlord's failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other bill ▇▇▇ated to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord's prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. Tenant shall (a) Borrower will pay to Landlord as additional rent an amount equal to all general real estate taxes each Imposition at least 15 days before the date (the “Imposition Penalty Date”) that is the earlier of (i) the date on which the Imposition becomes delinquent and special assessments(ii) the date on which any penalty, interest or charge for non-payment of the Imposition accrues. Notwithstanding the foregoing, Lender will cause the Accumulations Depositary (i.e. the pledge agent), if any, levied against under the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall Tax Pledge to pay all such tax bills Real Estate Taxes (i.e. all “Taxes” as defined in the Tax Pledge) on or prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During earlier of the Lease Term, Tenant shall pay to Landlord monthly deposits dates set forth in an amount equal to one twelfth clauses (1/12thi) and (ii) of the prior years real estate tax bills. Said real estate tax preceding sentence, provided that (A) without limiting any other provisions set forth herein, Borrower has timely paid to said pledge agent for deposit in the account established under the Tax Pledge sufficient funds for the payment of such Real Estate Taxes (and any other Real Estate Taxes then due and owing any other “Tax Authority”, as defined in the Tax Pledge) and all fees and other amounts that may then be due under the Tax Pledge (it being acknowledged and agreed that the reference set forth in this clause (A) to “timely paid” shall mean that Borrower has made such payments shall be reconciled upon receipt to said pledge agent for deposit in such account at least 15 days before the Imposition Penalty Date), (B) in accordance with the terms of the second installment real estate tax bills for Tax Pledge, Lender or said pledge agent has received a bill or other evidence of such Real Estate Taxes not less than 15 Business Days before the Imposition Penalty Date and (C) no Event of Default has occurred and is then continuing (the conditions set forth in clauses (A)-(C), collectively, the “Payment Conditions Precedent”). In the event each year of the Lease Term. If Payment Conditions Precedent has been satisfied in a timely manner and the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled pledge agent fails to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, applicable Real Estate Taxes on or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement Imposition Penalty Date, Lender (without waiving any rights Lender may have against such pledge agent) shall cause such Real Estate Taxes to be paid and shall hold Borrower harmless from any penalties that may accrue as a result of any such non-payment or late payment (provided that Borrower shall promptly advise Lender in writing of any notice of non-payment or late payment that Borrower may receive from the Lease Term. In additionapplicable Tax Authority).
(b) At least 10 days before each Imposition Penalty Date, Tenant Borrower will deliver (or cause to be delivered) to Lender or its designated agent a receipted bill or other evidence of payment (provided that Borrower shall be deemed to have satisfied such requirement in the event and to the extent the applicable governmental authority shall have delivered such receipted bill or other evidence of payment to Lender or such designated agent).
(c) Borrower, at its own expense, may contest any Taxes or Assessments, provided that the following conditions are met:
(i) not less than five (5) 30 days prior to the due date pay as additional rent any and all special taxes and assessmentsImposition Penalty Date, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required Borrower delivers to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment Lender notice of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; proposed contest;
(ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy contest is by Tenant of the Premises or any portion thereof; or a Proceeding promptly initiated and conducted diligently and in good faith;
(iii) levied upon this transaction there is no Event of Default;
(iv) the Proceeding suspends the collection of the contested Taxes or Assessments;
(v) the Proceeding is permitted under and is conducted in accordance with the Leases and the Property Documents;
(vi) the Proceeding precludes imposition of criminal or civil penalties and sale or forfeiture of the Property and Lender will not be subject to any document civil suit; and
(vii) Borrower either deposits with the Accumulations Depositary reserves or furnishes a bond or other security satisfactory to which Tenant is a party creating Lender, in either case in an amount sufficient to pay the contested Taxes or transferring any Assessments, together with all interest and penalties or an estate in Borrower pays all of the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofcontested Taxes or Assessments under protest.
Appears in 1 contract
Impositions. Tenant (a) Borrower shall pay and discharge all Impositions prior to Landlord as additional rent delinquency and upon Lender's written request, shall provide to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise have become delinquent. Borrower's obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) make an Advance to pay such Impositions or any part portion thereof.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such contest will not result in a tax bills certificate or other sale of the tax lien and prior to the due date thereofon which such Imposition would otherwise have become delinquent Borrower shall have: (i) given Lender prior written notice of such contest; and (ii) unless such amounts have been paid in protest or otherwise deposited with the local taxing authority, subject deposited with Lender, and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to at least one twelfth hundred five percent (1/12th105%) of the prior years real estate tax billstotal of: (A) the balance of such Imposition then remaining unpaid; plus (B) all interest, penalties, costs and charges accrued or accumulated thereon. Said real estate tax payments Any such contest shall be reconciled upon receipt prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Section 5.3(b) to the payment of any unpaid Imposition to prevent the sale of any tax lien or the sale or forfeiture of the second installment real estate tax bills Mortgaged Property (or any portion thereof) for each year non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the Lease Termparticular Imposition for which such amount was deposited. If the monthly deposits made Any surplus retained by Tenant are less than the actual tax bills for any year Lender after payment of the Lease TermImposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred, then Tenant in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Section 5.3(b) to the contrary, Borrower shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in a credit against tax certificate or other sale of the next monthly deposit due hereundertax lien or the Mortgaged Property (or any portion thereof) is in jeopardy or in danger of being forfeited or foreclosed; or Lender may make an Advance to pay the same. Additionally, orin such event, if for tax bills received after Lender is prevented by law or judicial or administrative order from paying such Imposition that Borrower has failed to pay, then Lender, at its option, may declare the end entire Indebtedness immediately due and payable.
(c) Borrower shall deposit with Lender, to be held by Escrow Agent, monthly, on each Payment Date, 1/12th of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen annual charges (14as estimated by Lender) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior Impositions with respect to the commencement Mortgaged Property. If required by Lender, Borrower shall also deposit with Lender, to be held by Escrow Agent, simultaneously with such monthly deposits and/or the execution of this Agreement, a sum of money which together with such monthly deposits will be sufficient to make the Lease Term. In addition, Tenant shall not less than five payment of each such charge at least thirty (530) days prior to the due date pay initially due. Should such charges not be ascertainable at the time any deposit is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as additional rent estimated by Lender in its reasonable discretion. When the charges are fixed for the then current year or period, Borrower shall deposit any and all special taxes and assessmentsdeficiency on demand. All funds deposited with Escrow Agent shall be held without interest (unless the payment of interest thereon is required under applicable law), water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be leviedcommingled with Escrow Agent's other funds, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord and shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of applied in payment of the Impositions within three (3) days foregoing charges when and as payable provided that no Event of Landlord’s request thereforDefault shall have occurred. If at any time during Should an Event of Default occur, the term of this Lease the method of taxation prevailing at the commencement funds so deposited may be applied in payment of the term hereof charges for which such funds shall be altered so that any new tax, assessment, levy, imposition have been deposited or charge, to the payment of the Indebtedness or any part thereofother charges affecting the Mortgaged Property, shall be measured by or be based as Lender in whole or in part upon the Lease or Premisesits sole discretion may determine, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all but no such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, application shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property have been made by operation of Landlord subject to such Impositions, and Tenant shall pay and discharge the same law or otherwise until actually made by Lender as herein provided in respect of provided. Borrower shall provide Lender with bills and all other documents necessary for the payment of Impositions. There shall be excluded from Impositions all federal or state income taxesthe foregoing charges within five (5) Business Days following Borrower's receipt of the same, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition but in any event at least fifteen (15) days prior to the taxes described above, Tenant date on which each payment thereof shall first become due.
(d) Lender agrees that Borrower shall not be responsible for and shall required to make the deposits required under Section 5.3(c) above to pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation Impositions as long as each of the parties hereto following terms and conditions continue to be satisfied, as determined by Lender:
(i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in No Event of Default exists under the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; Loan Documents;
(ii) levied upon or with respect There has been no transfer of title to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises all or any portion thereofof the Mortgaged Property; or and
(iii) levied The Mortgaged Property's net operating income (reduced by a capital expenditure reserve of $250/unit/year), reviewed from time to time, but at least annually, based on Borrower's most recently submitted financial statements satisfactory to Lender, must not be less than 1.30 times the required payments of principal (calculated on a 30-year amortizing basis) and interest on the Loan. In the event that any one or more of the above conditions are not satisfied, Borrower shall, upon this transaction Lender's written demand, immediately commence making the deposits for Impositions pursuant to the terms of Section 5.3(c) above and shall continue to make such deposits for the remainder of the Loan Term notwithstanding the cure or satisfaction of any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence all of payment thereofsaid conditions.
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