Common use of Operating Expenses and Taxes Clause in Contracts

Operating Expenses and Taxes. Lessee and Lessor acknowledge and agree that commencing with the Second Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of Operating Expenses shall be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to such Lease Year for Operating Expenses, and (iii) Article 5 of the Original Lease shall be deleted in its entirety with respect to all periods from and after January 1, 2013 and replaced with the provisions of this Paragraph 10.

Operating Expenses and Taxes. Lessee and Lessor acknowledge and agree that commencing with the Second Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafterThe Sublessee shall pay to Sublessor, as additional rent, Sublessee's Share (xas defined below) of (a) the Lease provisions relating to payment of amount by which the Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of Operating Expenses shall be computed without reference to a Base Year, with the effect that Lessee’s obligation Property for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of exceed the Taxes incurred with respect to such Sublessee Tax Year Base (as defined below) and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage (1)) the excess of the Operating Expenses incurred with respect to such Lease for any Operating Year for over and above the Sublessee Operating Expense Base (as defined below). Sublessee's Share shall be determined by multiplying the amount by which the (a) Taxes exceed the Sublessee Tax Base or (b) Operating Expenses exceed the Sublessee Base Operating Expenses, and (iii) Article 5 as applicable, by a fraction, the numerator of which is the marketable Floor Area of the Original Lease Demised Premise and the denominator of which is the Rentable Floor Area of the Sublease Premises (which the parties agree is 22.6%). The Sublessee Tax Base shall be deleted the 1996-1997 fiscal year (ending June 30, 1997) and the Sublessee Operating Expense Base shall be 1997 calendar year. All such Tax payments shall be made within twenty (20) days of demand and all such Operating Expense payments shall be made within ten (10) days of demand. In addition, at Sublessor's option, one-twelfth (1/12) of the estimated annualized amounts (whether for Taxes or Operating Expenses( shall be paid monthly on the first of the month. Sublessee shall also pay 22.6% of all other additional rent and other charges payable under the Sublease by Sublessor, as subtenant under the Sublease, in its entirety connection with respect services provided to all periods Sublessee at the Demised Premises; provided, however, that Sublessee shall not be liable to Sublessor, Sybase, Owner or any other party for any additional rent or other charges payable under the Sublease by Sublessor which arise from or in connection with any default by Sublessor under the Sublease or any other negligent act or omission or intentional misconduct of Sublessor, or in connection with services provided to portions of the Sublease Premises other than the Demised Premises. Appropriate adjustments and after January 1, 2013 and replaced with corrections shall be made in any payments due to or from Sublessee hereunder in the provisions of this Paragraph 10.event that adjustments or corrections are made to payments due to or from Sublessor under the Sublease pursuant to Section

Operating Expenses and Taxes. Lessee (a) SystemSoft shall pay to Developer all real estate taxes and Lessor acknowledge other municipal or public assessments allocable to the Development Land from the acquisition of the Premises until the Phase B Carry Termination Date and agree that commencing with all operating expenses for the Second Extended Development Land, if not paid under the Phase A Lease, from the commencement of the term of the Phase A Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) until the Lease provisions relating to payment of Taxes and Operating Expenses Phase B Carry Termination Date. Special assessments shall be converted from a Base Year computation to a straight net basis computation, and (y) Lessee paid over the longest period permitted. Amounts due hereunder shall be assuming the prorated should SystemSoft's obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions of the Lease relating to Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, hereunder commence or terminate before: (i) the MOU end of any fiscal tax year for that portion related to taxes; or (ii) the end of any calendar year for that portion related to operating expenses. SystemSoft shall have no further force or effect with respect pay to all periods Developer the amounts due hereunder within fifteen (15) days after written notice from and after January 1Developer to SystemSoft. Upon request of Developer, 2013 SystemSoft shall make monthly payments on the first of each month equal to one-twelfth (1/12) of the MOU shall remain in effect with respect annual amount reasonably projected by Developer to periods on or before December 31be due from SystemSoft (pro- rated for any partial month). At the request of either party, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding anything to the contrary contained in the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of Operating Expenses monthly payments shall be computed without reference reasonably revised from time to a Base Year, with time so that the effect that Lessee’s obligation remaining monthly payments shall equal the additional rent then projected to be due for the year in question. A final accounting and payment of Taxes during any Tax Year for each real estate tax and operating period shall be payment of Lessee’s Percentage made within thirty (30) days after written notice from Developer of the Taxes incurred with respect to such Tax Year and Lessee’s obligation exact amount due for payment of Operating Expenses during any Lease Year for Operating Expenses the fiscal tax year or calendar year in question. In the event real estate taxes on the Development Land are subsequently reduced or abated, SystemSoft shall be payment of Lessee’s Percentage entitled to receive a rebate of the Operating Expenses incurred with respect amount abated, provided that the amount of the rebate allocable to SystemSoft shall in no event exceed the amount paid by SystemSoft for such Lease Year for Operating Expensesfiscal year on account of real estate taxes, and (iii) Article 5 of further provided the Original Lease rebate allocable to SystemSoft shall be deleted reduced by the reasonable cost of obtaining such reduction or abatement not otherwise paid by SystemSoft. If the Development Land is a separate tax lot, Developer shall seek a reduction or abatement of real estate taxes for the Development Land at SystemSoft's reasonable request, provided that all reasonable costs incurred by Developer in its entirety with respect to all periods from and seeking the reduction or abatement shall be reimbursed by SystemSoft within thirty (30) days after January 1, 2013 and replaced with the provisions of this Paragraph 10request.

Operating Expenses and Taxes. Lessee Xxxxxx and Lessor acknowledge and Xxxxxx agree that commencing with Paragraph 10 of the Second Extended Lease Term and continuing with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions Amendment relating to the payment of Taxes and Operating Expenses shall be converted from a Base Year computation to a straight net basis computation, become operative and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption effect as of the maintenance and repair obligations described in Paragraph 11 belowEffective Date, Lessee and Lessor wish to modify including the terms and provisions of the Lease relating to Exhibit A, Addendum Regarding Operating Expenses to account for such modifications and Lessee’s assumption of such obligations. In connection with the foregoing, Lessee Real Estate Taxes (and Lessor hereby acknowledge and agree that commencing not on January 1, 20132013 as originally contemplated in the Second Amendment), except for Paragraph 10(a) as to the amount of Base Rent to be paid as set forth in Paragraph 4 of the Second Amendment (iwith the amount of Base Rent to be paid during the Interim Period to be as provided in Section 2 above) the MOU shall have no further force or effect with respect to all periods which will become operative only from and after January 1, 2013 2013, and except as provided in this Third Amendment. Further notwithstanding the provisions of the Lease or Second Amendment to the contrary, (i) during the MOU calendar months of August through December of calendar year 2011, the estimated amount of Lessee's percentage of Operating Expenses (for the Building and for the Exterior Common Areas) shall remain in effect with respect to periods on or before be $4.66 per rentable square foot per annum of the Premises (prorated for the partial year of August 1, 2011 through December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx2011), as calculated on Exhibit A hereto, (xxii) notwithstanding anything during the lnterim Period the Building Management Fee shall be an agreed amount equal to $366,318 per annum, prorated for the contrary contained in partial year of August 1, 2011 through December 31, 2011 which amount is included within the Lease, Lessee’s obligations with respect to the payment of Lessee’s Percentage of Taxes and Lessee’s Percentage of estimated Operating Expenses shall be computed without reference to a Base Year, with the effect that Lessee’s obligation for payment as set forth in subparagraph (i) of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect to such Tax Year and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to such Lease Year for Operating Expenses$4.66 per rentable square foot per annum, and (iii) Article 5 during the Interim Period Lessee's contribution to Lessor's Administrative Costs shall be a fixed and agreed amount equal to $359;848 per annum (the “Interim Period Agreed Administrative Cost Contribution"), prorated for the partial year of August 1, 2011 through December 31, 2011, which amount is included within the estimated Operating Expenses as set forth in subparagraph (i) of $4.66 per rentable square foot per annum, notwithstanding the provisions of the Original Lease Second Amendment relating to the calculation of Lessor's Administrative Costs to the contrary. Lessee shall be deleted in its entirety have no further obligation of payment with respect to all periods from Xxxxxx's Administrative Costs regardless of how computed or charged by Xxxxxx. Excluding the Building Management Fee and after January 1the Interim Period Agreed Administrative Costs Contribution which are amounts agreed by Lessor and Lessee and not subject to further reconciliation or adjustment, 2013 reconciliation of the actual Operating Expenses for calendar months August through December of 2011, as well as Lessor's estimate for Operating Expenses for calendar year 2012 for those categories set forth on Exhibit A to this Third Amendment, and replaced reconciliation thereof to the actual Operating Expenses for calendar year 2012, shall be made in accordance with the provisions procedures set forth in Paragraph 10(e) of the Second Amendment. Lessor and Lessee agree that Operating Expenses for the Interim Period shall be comprised only of (a) those categories set forth on Exhibit A to this Third Amendment, and (b) the cost of any capital improvements made to the Property or the Exterior Common Areas during the Interim Period of the type that are included in the definition of Operating Expenses as described in Paragraph 102 of Exhibit A of the Second Amendment. During the Interim Period, the computation of Xxxxxx's portion of Taxes shall be in accordance with Paragraph 10 of the Second Amendment.

Operating Expenses and Taxes. Lessee and Lessor acknowledge and agree that commencing Beginning with the Second Extended Lease expiration of the calendar year 2008 (“Base Year”) and thereafter during the Term and continuing of this Sublease, Subtenant shall pay to Sublandlord with any Extended Lease Term validly exercised thereafter, (x) the Lease provisions relating to each monthly payment of Taxes and Base Rental as additional rent for this subletting an amount equal to 17.82 % (“Subtenant’s Share”) of the excess Operating Expenses shall be converted from a (as set forth in Article 4 of the Master Lease) for the Master Premises over the total amount of Operating Expenses for the Master Premises incurred by Sublandlord during the Base Year computation pursuant to a straight net basis computation, and (y) Lessee shall be assuming the obligation of maintenance and repair described in Paragraph 11 below. In connection with the conversion from a Base Year to a net lease and Lessee’s assumption of the maintenance and repair obligations described in Paragraph 11 below, Lessee and Lessor wish to modify the terms and provisions conditions of the Lease relating to Master Lease; provided, however, that if the Base Year Operating Expenses to account for such modifications and Lessee’s assumption during the Term are not based on 12 months’ actual operation of the Master Premises at ninety-five percent (95%) occupancy or greater, then the portion of such obligationsexpenses that vary based on occupancy shall be increased to reflect a ninety-five percent (95%) occupied Master Premises. Subtenant’s Share is a percentage which reflects the ratio of the rentable square feet in the Sublease Premises to the rentable square feet in the Master Premises. Should Sublandlord provide Subtenant any services, utilities or other items the costs of which would be properly chargeable as Operating Expenses under the Master Lease, Sublandlord may recover such costs as Operating Expenses under this Sublease to the extent Landlord could properly have included such costs in Operating Expenses and the amount of such costs (without any additional xxxx-up or fee) are reasonably incurred by Sublandlord (“Sublandlord-Incurred Expenses”). In connection the event Sublandlord seeks to recover such Sublandlord-Incurred Expenses, Sublandlord shall provide Subtenant with a reasonably detailed itemization of such Sublandlord-Incurred Expenses which itemizes such Sublandlord-Incurred Expenses separately from any detail of Operating Expenses incurred by Landlord and Subtenant shall pay all such Sublandlord-Incurred Expenses within thirty (30) days of Subtenant’s receipt of the foregoing, Lessee and Lessor hereby acknowledge and agree that commencing on January 1, 2013, (i) the MOU shall have no further force or effect with respect to all periods from and after January 1, 2013 (the MOU shall remain in effect with respect to periods on or before December 31, 2012, except as modified by Xxxxxxxxxx 00 xxx 00 xxxxx), (xx) notwithstanding itemization. Notwithstanding anything to the contrary contained in the LeaseSublease, Lessee’s obligations Subtenant shall not be required to pay any excess Operating Expenses, Sublandlord-Incurred Expenses, or other Rent that is (a) fairly allocable to any period of time after the Term (except in connection with any holdover by Subtenant beyond the Sublease Expiration Date) or with respect to any portion of the payment Master Premises other than the Sublease Premises and interior and exterior common areas of Lesseethe Master Premises, (b) due as a result of any default by Sublandlord (through no fault of Subtenant) of any of Sublandlord’s Percentage obligations under the Master Lease, or any disproportionate use of Taxes and Lessee’s Percentage any utility or service supplied to any other occupant of the Master Premises, or associated with utilities or services of a type not provided to Subtenant, (c) payable as a result of the negligence or willful misconduct of Sublandlord or any of its employees, subtenants, agents or contractors, or (d) payable as a result of any Operating Expense charges for costs incurred in connection with the presence of any Hazardous Materials, except to the extent caused by the release or emission of the Hazardous Materials in question, by Subtenant or any of its agents, employees or contractors. Should the Subtenant dispute any amounts charged on account of Operating Expenses Expense increases or Sublandlord-Incurred Expenses, Subtenant shall be computed without reference notify Sublandlord of said dispute in writing as soon as the dispute is noted. Subtenant may, at its cost, within three (3) years following receipt of any particular statement or itemization of charges, upon reasonable prior notice to a Base YearSublandlord, with the effect that Lesseeaudit Sublandlord’s obligation for payment of Taxes during any Tax Year shall be payment of Lessee’s Percentage of the Taxes incurred with respect books relevant to such Tax Year additional Rent and Lessee’s obligation for payment of Operating Expenses during any Lease Year for Operating Expenses shall be payment of Lessee’s Percentage of the Operating Expenses incurred with respect to such Lease Year for Operating Expenses, . Sublandlord and (iii) Article 5 Subtenant shall each use their best efforts to cooperate with each other to resolve any discrepancies between Sublandlord and Subtenant in the accounting of the Original Lease shall be deleted in its entirety with respect to all periods from additional Rent and after January 1, 2013 and replaced with the provisions of this Paragraph 10Operating Expenses.