Common use of Real Estate Taxes and Assessments Clause in Contracts

Real Estate Taxes and Assessments. (i) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "Tax Expense") shall be prorated as of 11:59 PM on the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its lease.

Real Estate Taxes and Assessments. (i) Real estate taxes and assessments, both general and special that are payable to assessments for the taxing authority (collectively, the "Tax Expense") calendar year in which Closing occurs shall be prorated as of 11:59 PM p.m. (Pacific Time) on the date immediately preceding day prior to the Closing DateClosing. Seller shall be responsible for the Tax Expense pay all such taxes and assessments attributable to any period prior to the Property prior to, but not including, date upon which the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases)occurs, and Purchaser shall be responsible for the Tax Expense pay all such taxes attributable to the Property any period beginning on and or after the date upon which the Closing Dateoccurs. If the Closing occurs prior to the receipt by Seller of the xxxx real estate tax rate and/or assessments have not been set for the Tax Expense for the calendar fiscal year in which the Closing occurs, then the Tax Expense proration of such taxes shall be prorated on based upon the basis of rate and assessments for the last officially certified preceding fiscal year, and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") such proration shall be prorated adjusted between Seller and Purchaser and Seller as upon presentation of evidence that the actual taxes for the fiscal year in which the Closing Date. The collected Tax Receivables shall be matched against occurs differ from the applicable Tax Expense to which they relateamounts used at the Closing. Seller shall pay all installments of special assessments due and payable prior to the date upon which the Closing occurs and Purchaser shall pay all installments of special assessments due and payable on and after the date upon which the Closing occurs. After the Closing, Purchaser shall pay all amounts for which Purchaser receives credit under this Section and shall indemnify, protect, defend and hold harmless Seller from and against all liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) suffered or incurred by it with respect thereto, which obligation shall survive the Closing. Any refunds of real estate, personal property and/or other taxes made received by Purchaser after the Closing shall be held in trust by Purchaser and shall first be then paid to any Tenants who are entitled to Tax Receivables the same, and the balance, if any, shall be paid to Seller to the extent they relate to the Tax Expense attributable allocable to the period prior to, but not including the to Closing Date, and to Purchaser shall be entitled to Tax Receivables to the extent they relate allocable to the Tax Expense attributable to period commencing on and after the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leaseClosing).

Real Estate Taxes and Assessments. (i) Real Tenant shall pay all real estate taxes taxes, special assessment installments and assessments, both general and special that other ad valorem governmental charges of any kind which are payable attributable to the taxing authority Building and Premises during the Term (collectivelyor any renewal term)(collectively, the "Tax ExpenseTaxes") ). Landlord shall be prorated as of 11:59 PM on forward to Tenant all bills and notices regarding the date immediately preceding Taxes upon receipt. Landlord agrees that Tenant may request the Closing Datetaxing authorities to send all statements for Taxes directly to Tenant and further agrees to execute any requests or consents required by the taxing authorities in connection therewith. Seller Tenant shall be responsible for the Tax Expense attributable pay all such Taxes prior to the Property prior topenalty date and shall forward to Landlord documentation evidencing the payment of all Taxes. In the event Tenant fails to pay any Taxes by the penalty date, Landlord shall have the option, but not includingthe obligation, without limiting Landlord's remedies hereunder, to pay such Taxes and demand Tenant immediately reimburse Landlord the Closing Date (except for the Tax Expenseamount of said Taxes, whether actually paid any applicable interest or unpaid, which is payable directly penalties applied by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases)body, and Purchaser shall be responsible for additional interest at the Tax Expense attributable to the Property on and after the Closing Daterate of ten (10) percent per annum until reimbursement. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occursIn addition, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) Tenant shall be responsible for paying any personal property taxes levied against Tenant's personal property, equipment and trade fixtures located within the taxing authority Premises. If, due to a change in the method of taxation, any franchise, income, profit or other tax shall be levied against Landlord in substitution for or in lieu of any tax which would constitute a real estate tax, such Tax Expense as it becomes due pursuant franchise, income, profit or other tax shall be deemed to be Taxes for the foregoing purposes to the terms extent, and only to the extent, that such altered or new Taxes replace or are in lieu of its lease.an increase in the ad valorem governmental charges which Tenant has agreed to pay under the first sentence of this Paragraph 8. Notwithstanding anything contained in this Lease to the contrary, Tenant shall not be required to pay any estate, inheritance, succession or transfer tax which may be payable on account of the Landlord's ownership of the Premises, and Tenant shall not be required to pay any income or similar tax on account of the transfer of Landlord's interest in the Premises or on account of the receipt by Landlord of the Base Rent hereunder unless such tax is in partial or complete substitution for the ad valorem taxes against the Premises which Tenant has agreed to pay under the first sentence of this

Real Estate Taxes and Assessments. (i) Real estate taxes and assessments, both general assessments imposed by any Governmental Authority with respect to any Real Property for the relevant tax year in which the Real Property is being sold and special that are not yet due and payable to the taxing authority (collectively, the "Tax Expense") or that have not yet been paid shall be prorated as of 11:59 PM on the date immediately preceding Adjustment Time based upon the Closing Datemost recent ascertainable assessed values and tax rates during such relevant tax year. Seller shall be responsible for the Tax Expense attributable to the Property prior toFollowing Closing, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the upon Buyers’ receipt by Seller of the actual tax xxxx for the Tax Expense for the calendar year in which Closing occurs for any Property, if any adjustment is required with respect to the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller proration made as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior toAdjustment Time, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller following receipt of Purchaser's calculation such xxxx, the Sellers and appropriate back-up information. Purchaser Buyers shall provide Seller with appropriate backup materials related each, as the case may be, pay to the calculationother any amount required as a result of such adjustment. With respect Sellers shall receive a credit for any Taxes paid by Sellers applicable to any portion period after the Adjustment Time. If, as of the Property Effective Date, Sellers are protesting or have notified Buyers in writing that is they have elected or may elect to protest any Taxes for a separate tax parcelReal Property, and then Buyers agree that Sellers shall have the applicable tenant pays right (but not the Tax Expense obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date with respect to such parcel directly Real Property shall be paid under protest and Buyers shall promptly notify Sellers of the payment of any such Taxes. Buyers further agree to cooperate with Sellers, at no cost to Buyers and Buyers shall have no obligation to bring or participate in any suit or other action, and execute any documents reasonably requested by Sellers in connection with such protest. As to any Real Property, any tax savings received (“Tax Refunds”), net of expenses, for the taxing authority relevant tax year under the terms of its leaseany protest, the Tax Expense for that parcel shall not be prorated between Purchaser the parties as of the Adjustment Time. Sellers and Seller at Closing Buyers agree to notify the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such tenant(samount(s) shall be responsible for paying bear interest from the taxing authority for date any such Tax Expense amount is due to Sellers or Buyers, as it becomes due pursuant to applicable, until paid at the terms lesser of its lease.(a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;

Real Estate Taxes and Assessments. (i) Real Ad valorem real estate taxes and assessments, both general assessments and special that are payable personal property taxes with respect to the taxing authority (collectively, Projects for the "Tax Expense") current calendar year shall be prorated as of 11:59 PM on the date immediately preceding the Closing Date, but only to the extent that Space Tenants are not obligated under Space Leases to reimburse the Contributors for their allocable share of such taxes and assessments. Seller If any Space Tenant that is obligated to reimburse a Contributor or an LLC Subsidiary for its allocable share of such taxes and assessments fails to reimburse that Contributor or that LLC Subsidiary for such share that is attributable to a period prior to the Closing, then the Contributors shall pay the applicable LLC Subsidiary the amount that such Space Tenant was required to contribute for such pre-closing period. The Contributors shall have the right to bring actions against such Space Tenant, and shall be responsible for the Tax Expense attributable subrogated to the Property prior torights of the applicable LLC Subsidiary against such Space Tenant, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with amounts provided such actions shall only be for monetary damages and the Leases), and Purchaser Contributors shall be responsible for not have the Tax Expense attributable right to seek to evict or otherwise terminate the Property on and after underlying Space Lease. The Contributors shall pay all installments of assessments levied upon the Projects which are due prior to the Closing Date; provided, that to the extent the Joint Venture, an LLC Subsidiary or the Contributors are entitled to reimbursement for such assessments from a Space Tenant, any amounts received by the Joint Venture or an LLC Subsidiary in respect thereof shall promptly be paid over to the Contributors. If In the event that tax bills for the current year’s taxes are not available on the Closing occurs Date, taxes shall be prorated based upon the tax bills for the previous year, or, if available, based upon the current assessed valuation and current millage rates, and, in such event (or in the event of any reassessment or re-billing thereof), the Contributors and the Joint Venture shall re-prorate the taxes when actual tax bills for the current year are available and when the Contributors have received tax reimbursement payments from Tenants obligated under Space Leases to reimburse the Contributors for their allocable share of such taxes and assessments. All ad valorem real estate taxes and assessments and personal property taxes with respect to the Projects for periods prior to the receipt current calendar year (which may become payable in the event of any reassessment re-billing thereof, or in the event of any failure of any tax contest maintained by Seller the Contributors with respect thereto) shall remain the obligation of the xxxx for Contributors (and the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller Contributors shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, receive any refund or rebate on any ad valorem real estate taxes and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare assessments and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense personal property taxes with respect to such parcel directly the Projects for periods prior to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasecurrent calendar year).

Real Estate Taxes and Assessments. (i) Real Tenant agrees to reimburse Landlord for Tenant's share of all real estate taxes and assessments, both general and special that are special, which may be levied or assessed by the lawful taxing authorities against the land, buildings and all other improvements of the shopping center and which become due and payable during the term of this Lease. Tenant shall pay to Landlord monthly, in advance, on the first day of each month the amount of $3,008.86 for the estimated Tenant's share of taxes. All real estate taxes and assessments which become due and payable in the years in which this Lease commences or terminates shall be apportioned and adjusted pro-rata. Tenant's share of taxes shall be based on the most recently available tax rate and valuation. If the actual amount of Tenant's share of taxes with respect to any tax year, once determined, is less than the total amount theretofore paid by Tenant for such period, the excess shall be credited on Tenant's next succeeding payment(s) pursuant to this subsection or refunded to the taxing authority Tenant. If the actual amount of Tenant's share of taxes with respect to any tax year, once determined, shall exceed the total amount theretofore paid by Tenant for such period, as foresaid, Tenant shall pay to Landlord the difference between the actual amount paid by Tenant and the amount due on the basis of such tax xxxx for such period within fifteen (collectively15) days after notice thereof from Landlord. A copy of the tax xxxx submitted by Landlord to Tenant shall be evidence of the amount of such real estate taxes and assessments levied or assessed, as well as the "Tax Expense") items taxed. Such copy of the tax xxxx shall be delivered to Tenant within 90 days after the end of each calendar year. If the commencement date is other than the first day of a calendar month, then the first monthly payment shall be prorated on a per diem basis. Notwithstanding anything contained herein to the contrary, Tenant's obligation hereunder to reimburse Landlord for payment of real estate taxes shall not include penalties imposed for late payment of any real estate tax or assessment and shall not include penalties imposed for late payment of any real estate tax or assessment, shall not include any real estate assessment levied prior to the commencement date of the term of this Lease. Nothing herein contained shall be construed to include as a real estate tax any inheritance, estate, succession, transfer, gift, franchise, corporation, income, net profit tax or capital levy that is or may be imposed on Landlord. Notwithstanding anything in this Lease to the contrary, real estate taxes shall be payable by Tenant on a monthly basis only if Landlord is obligated to escrow the taxes on a monthly basis by its mortgagee; otherwise, the same shall be paid after the initial payment by Landlord to the governing authority and within twenty (20) days following receipt by Tenant of 11:59 PM on written demand therefor from Landlord. In regard to any assessment or charge that may be payable in installments, Tenant's share of taxes shall be determined as if Landlord had elected to pay the date immediately preceding the Closing Date. Seller assessment in installments, and Tenant shall be responsible for only those installments or parts of installments which are payable for the Tax Expense attributable term of this Lease. There will be no duplication in charges to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly Tenant by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller reason of the xxxx provision in this Lease setting forth Tenant's obligation to reimburse Landlord for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis payment of real estate taxes and any other provision of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leaseLease.

Real Estate Taxes and Assessments. (ia) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "“Tax Expense"”) shall be prorated as of 11:59 PM 12:01 AM on the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser Buyer shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx bxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases and Temporary Occupancy Agreements as reimbursements or prepayments of Seller’s Tax Expense (collectively, "“Tax Receivables"”) shall be prorated between Purchaser Buyer and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx bxxx for the Tax Expense, Purchaser Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of PurchaserBuyer's calculation and appropriate back-up information. Purchaser Buyer shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser Buyer and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its lease.

Real Estate Taxes and Assessments. (ia) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "“Tax Expense"”) shall be prorated as of 11:59 PM 12:01 AM on the date immediately preceding the Closing Date. It is the intent of Buyer and Seller that Tax Expenses be prorated on the basis on which the tenants are billed, in order to avoid any leakage by either party. Each Seller shall be responsible for the Tax Expense attributable to the Applicable Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants any tenant to the taxing authority for such tenant’s leased premises in accordance with the Leases, and except for any Tax Expense that may be attributable to a fiscal year, but billed on a calendar year), and Purchaser Buyer shall be responsible for the Tax Expense attributable to the Property Properties on and after the Closing Date. If the Closing occurs prior to the receipt by any Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicateduplicate (“Interim Tax Expense Proration”). Monthly and/or lump sum amounts which any Seller, as landlord, has collected from tenants under the Leases and Temporary Occupancy and Ancillary Agreements as reimbursements or prepayments of such Seller’s Tax Expense (collectively, "“Tax Receivables"”) shall be prorated between Purchaser Buyer and each respective Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller Sellers shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After For clarity, the Tax Expense proration for each Property will be as set forth in Schedule 5.3, attached hereto and incorporated herein. If the final xxxx for the Tax Expense was not available at Closing so that at Closing Buyer and each Seller performed the Interim Tax Expense Proration, then after receipt of a final xxxx for the Tax Expense, Purchaser Buyer shall promptly prepare and present to Seller Sellers a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller Sellers of Purchaser's Buyer’s calculation and appropriate back-up information. Purchaser Buyer shall provide each Seller with appropriate backup materials related to the calculation. With respect to any portion of the any Property that is a separate tax parcel, and the applicable tenant Tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its leaseLease, the Tax Expense for that parcel shall not be prorated between Purchaser Buyer and Seller Sellers at Closing as such tenant(sTenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leaseLease.

Real Estate Taxes and Assessments. (i) Real Ad valorem real estate taxes and assessments, both general assessments and special that are payable personal property taxes with respect to the taxing authority (collectively, Projects for the "Tax Expense") current calendar year shall be prorated as of 11:59 PM on the date immediately preceding the Closing Date, but only to the extent that Space Tenants are not obligated under Space Leases to reimburse the Contributors for their allocable share of such taxes and assessments. Seller If any Space Tenant that is obligated to reimburse a Contributor or an LLC Subsidiary for its allocable share of such taxes and assessments fails to reimburse that Contributor or that LLC Subsidiary for such share that is attributable to a period prior to the Closing, then the Contributors shall pay the applicable LLC Subsidiary the amount that such Space Tenant was required to contribute for such pre-closing period. The Contributors shall have the right to bring actions against such Space Tenant, and shall be responsible for the Tax Expense attributable subrogated to the Property prior torights of the applicable LLC Subsidiary against such Space Tenant, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with amounts provided such actions shall only be for monetary damages and the Leases), and Purchaser Contributors shall be responsible for not have the Tax Expense attributable right to seek to evict or otherwise terminate the Property on and after underlying Space Lease. The Contributors shall pay all installments of assessments levied upon the Projects which are due prior to the Closing Date; provided, that to the extent the Joint Venture, an LLC Subsidiary or the Contributors are entitled to reimbursement for such assessments from a Space Tenant, any amounts received by the Joint Venture or an LLC Subsidiary in respect thereof shall promptly be paid over to the Contributors. If In the event that tax bills for the current year's taxes are not available on the Closing occurs Date, taxes shall be prorated based upon the tax bills for the previous year, or, if available, based upon the current assessed valuation and current millage rates, and, in such event (or in the event of any reassessment or re-billing thereof), the Contributors and the Joint Venture shall re-prorate the taxes when actual tax bills for the current year are available and when the Contributors have received tax reimbursement payments from Tenants obligated under Space Leases to reimburse the Contributors for their allocable share of such taxes and assessments. All ad valorem real estate taxes and assessments and personal property taxes with respect to the Projects for periods prior to the receipt current calendar year (which may become payable in the event of any reassessment re-billing thereof, or in the event of any failure of any tax contest maintained by Seller the Contributors with respect thereto) shall remain the obligation of the xxxx for Contributors (and the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller Contributors shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, receive any refund or rebate on any ad valorem real estate taxes and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare assessments and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense personal property taxes with respect to such parcel directly the Projects for periods prior to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasecurrent calendar year).

Real Estate Taxes and Assessments. (i) Real During the term Tenant shall pay or cause to be paid all real estate and other ad valorem taxes and assessmentsassessments of every kind and nature (including, both but not limited to, general and special that are payable assessments, foreseen as well as unforeseen) with respect to any buildings and improvements constructed or placed on the taxing authority Premises by Tenant (collectively, the "Tax Expense") Tenant Improvements”). Landlord shall be prorated as of 11:59 PM pay all real estate and ad valorem taxes on the date immediately preceding Land. Notwithstanding the Closing Date. Seller shall be responsible for foregoing, if the Tax Expense Tenant’s use or occupancy of the Land results in the imposition of any rollback taxes, open space, “Green Acres”, or similar taxes attributable to the Property agricultural or special use valuation and any other deferred taxes or assessments which pertain to a period prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority term of this Lease Tenant shall pay such taxes or charges. The provisions of this Paragraph shall survive the termination of this Lease. Tenant, at its sole cost and expense, may dispute and contest the taxes and assessment on the Premises, and in such cases if permitted under applicable law the disputed charge need not be paid until finally adjudged to be valid. Tenant shall pay the charge contested to the extent it is held valid, together with all court and other costs, interest, penalties and other expenses related thereto. If taxes are billed to Landlord, Landlord shall send statements therefore to Tenant at Tenant’s address for such tenant’s leased premises notice in accordance with Section 38 below. If at any time during the Leases)Lease Term the Premises do not constitute a separate tax parcel, and Purchaser Tenant shall be responsible pay its proportionate share of such Taxes for the Tax Expense assessor’s parcel of which the Premises forms a part based upon the square footage of land comprising the Premises as compared with the square footage of the land comprising the tax assessor’s parcel together with the amount of the assessment which is attributable to the Property on and after the Closing DateTenant’s Improvements. If the Closing occurs prior Premises do not constitute a separate tax parcel, Landlord and Tenant shall cooperate, at Tenant’s expense, to cause the receipt by Seller of Premises to become a separate tax parcel and to have the xxxx statement for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense such taxes issued directly to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculationTenant. With respect to any portion assessments which may be levied as part of Taxes, or which may be evidenced by improvements or other bonds, or may be paid in annual installments, only the amount of such annual installment (prorated for any Partial Lease Year) including any interest charged by the governmental or public authority with regard to such installment shall be included within the computation of the Property that is a separate tax parcelannual Taxes for the Lease Year in question. Tenant, at its sole cost and expense, may dispute and contest the Taxes and assessment on the Premises, and in such cases if permitted under applicable law the applicable tenant pays disputed charge need not be paid until finally adjudged to be valid. Tenant shall pay the Tax Expense with respect to such parcel directly charge contested to the taxing authority under the terms of its leaseextent it is held valid, the Tax Expense for that parcel shall not be prorated between Purchaser together with all court and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leaseother costs, interest, penalties and other expenses related thereto.

Real Estate Taxes and Assessments. (i) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "Tax Expense") assessments shall be prorated as of 11:59 PM apportioned on the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid any portion of such real estate taxes or unpaid, which assessments that is payable directly by tenants a tenant to the taxing authority for such tenant’s leased premises in accordance with authority, which portion shall not be apportioned between Seller and Buyer. If the Leases), and Purchaser shall be responsible tax bxxx for the Tax Expense attributable to real estate tax year in which the Property Closing occurs has not been issued on and after or before the Closing Date, the apportionment of taxes shall be computed based upon the tax bxxx for the prior period. If If, on the Closing Date, bills for the real estate taxes imposed upon a Property for the real estate tax year in which Closing occurs have been issued but shall not have been paid, such taxes shall be paid at the time of Closing. Seller represents that no proceedings for the correction of the assessed valuation of any Property (“Tax Proceedings”) have been filed on any Property Owner’s behalf and are pending, other than as set forth in Exhibit “Q”. Neither party hereto shall agree (or cause any Property Owner to agree) to any settlement or termination of any Tax Proceedings with respect to the tax year in which the Closing occurs or any prior tax year without the prior written consent of the other party, which consent shall not be unreasonably withheld, except to the receipt by Seller extent such settlement or termination is required pursuant to the terms of the xxxx any Lease. If any refund shall be paid on account of real estate taxes for the Tax Expense for the calendar tax year in which the Closing occurs, whether by means of settlement of any Tax Proceedings, or otherwise, then the Tax Expense net refund shall be prorated on the basis of the last officially certified apportioned between Seller and available tax duplicate. Monthly and/or lump sum amounts SellerBuyer, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not after deducting therefrom all costs and expenses, including the Closing Datereasonable attorneys’ fees, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of incurred in connection with such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting Proceedings and after payment between them within thirty (30) days after presentment to Seller tenants of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of such refund owed to them under their Leases. Any refund for prior tax years shall be remitted to Seller. Both parties agree to cooperate in good faith in connection with Tax Proceedings, but at no out-of-pocket expense to the Property that is a separate tax parcelother, and take such action and execute such documents at or after the applicable tenant pays date of the Tax Expense with respect Closing as may be necessary to such parcel directly give effect to the taxing authority under the terms provisions of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasethis Section 7(a)(vi).

Real Estate Taxes and Assessments. (i) Real Subject to payment by Tenant, as hereinafter provided, Lessor shall pay all real estate taxes and all installments of assessments, both general and special any taxes in lieu thereof, which may be levied upon or assessed (collectively "taxes") against the land and improvements, including the common areas, constituting the Center. Tenant, in addition to all other payments to Lessor by Tenant required hereunder, shall pay to Lessor in each year during the term of the Lease, Tenant's proportionate share, as hereinafter defined, of said taxes. "Proportionate share" of Tenant, for purposes of this paragraph, shall be equal to the product obtained by multiplying the taxes due for the period for which payment is required or for which the estimate is made by a fraction, the numerator of which shall be the total square footage of the leased premises, and the denominator of which shall be the gross leasable area in the building(s) of the Center, excluding therefrom the common areas and all lower level areas not leased solely for retail purposes, and determined as of the applicable time. The proportionate share of the taxes to be paid hereunder by Tenant shall be paid in full by Tenant to Lessor in an amount necessary so that Lessor will have collected Tenant's proportionate share thirty (30) days prior to the date the taxes are due and payable on an installment basis by Lessor to the taxing authority authorities before interest or penalty accrues thereon. However, Lessor reserves the right to estimate Tenant's proportionate share of the taxes, and Tenant shall pay monthly to Lessor to be necessary to be billed monthly so that Lessor will have collected Tenant's proportionate share thirty (collectively, the "Tax Expense"30) shall be prorated as of 11:59 PM on days prior to the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is taxes are due and payable directly on an installment basis by tenants Lessor to the taxing authority for such tenant’s leased premises in accordance with authorities before interest or penalty accrues thereon. In the Leases)event Lessor exercise its right to estimate Tenant's proportionate share of the taxes, and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occursbills Tenant monthly therefor, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment receipt by Lessor of the applicable tax statement, Lessor shall render a billing to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related Tenant adjusting the estimated payments received to the calculationactual payments required, and setting forth the difference between the total amount collected on an estimated basis and the total amount which should have been collected on an actual basis. With respect In the event Tenant has underpaid Tenant's proportionate share up to the date of such billing, based upon the applicable tax statement, Tenant shall pay any portion shortage to Lessor within ten (10) days after delivery of such billing to Tenant by Lessor; and, correspondingly, Lessor shall refund to Tenant the amount of any overpayment within ten (10) days after delivery of such billing to Tenant by Lessor, provided, Tenant is not in default under this Lease. Thereafter, for the balance of the Property that is a separate tax parcelapplicable period, and the monthly billing by Lessor to Tenant shall be based upon Tenant's actual proportionate share of the applicable tenant pays tax statement to be paid. In the Tax Expense with respect event the taxing authorities include in such real estate taxes and installments of assessments the value of any improvements made by Tenant, or of machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay all of the taxes attributable to such parcel directly items in addition to its proportionate share of said real estate taxes and installments of assessments. A photostatic copy of the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser tax statement received by Lessor and Seller at Closing as such tenant(s) submitted by Lessor to Tenant shall be responsible for paying sufficient evidence of the taxing authority for such Tax Expense amount of the taxes assessed or levied against the land and improvements constituting the Center, as it becomes due pursuant to well as the terms of its leaseitems taxed.

Real Estate Taxes and Assessments. (i) Real Tenant shall be solely responsible for paying in a timely manner all real estate taxes and assessments, both general and special that are payable assessments due or accruing with respect to the taxing authority (collectively, Lease Premises during the "Tax Expense") Initial Term of the Lease and any extension thereof. Payment relating to such taxes shall be prorated as of 11:59 PM payable in advance monthly to Landlord on the date immediately preceding first day of each month of the Closing DateInitial Term and prorated for each partial month thereof. Seller Landlord shall be responsible hold such payment in escrow for Tenant paying the taxes on behalf of Tenant from such sums when due. In the event a payment hereunder is due and the final real property taxes and assessments (“Tax Expense attributable to the Property prior to, but Xxxx”) have not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly yet been determined by tenants to the taxing authority for the period relating thereto the Parties agree to compute said monthly tax payment upon the last Tax Xxxx received by Landlord for the Leased Premise. Upon the receipt of the final Tax Xxxx relating to said payment the Landlord shall recalculate the taxes owed by Tenant for the period and if there are additional taxes and/or assessments due Landlord shall notify Tenant in writing of the amount due whereupon Tenant shall have fifteen (15) days after said notice to remit payment in full to Landlord. Likewise, if such tenantrecalculation shows an overpayment of such taxes and/or assessments by Tenant, Landlord shall refund any overpayment to Tenant within fifteen (15) days of Landlord’s leased premises in accordance with the Leases), and Purchaser receipt of said Tax Xxxx. Payments due thereafter shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount most recent Tax Xxxx received by Landlord with relation to the Leased Premises and re-computed employing the same process as described above. In the event of an extension of this Lease the payments due hereunder shall be payable in the same manner as described above. Landlord, upon Tenant’s request, shall deliver to Tenant a copy of such Tax Expense charged and/or Tax Receivables received by Xxxx or assessments made against the parties for the year or other applicable fiscal periodLeased Premises. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related In addition to the calculation. With respect foregoing payments, Tenant shall pay to Landlord any portion of the Property that is a separate tax parcel, interest and the applicable tenant pays the Tax Expense with respect to such parcel directly to penalties lawfully imposed by the taxing authority under as a result of Tenant's late payment of the terms of its leaseforgoing obligation and a late fee to Landlord equal to Ten Dollars ($10.00) per day for each day any such payment is received by Landlord after the due date thereof. The above payments are considered a reimbursement to Landlord. If it is determined such payments are subject to Florida Sales and Use Tax, Tenant shall also pay to Landlord the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as appropriate sales tax on each such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasepayment.

Real Estate Taxes and Assessments. (i) For purposes of this Agreement, "Real Estate Taxes" means real estate or ad valorem real property taxes, assessments and personal property taxes and assessments, both general and special that are payable with respect to the taxing authority (collectively, the "Tax Expense") Property. Real Estate Taxes shall be prorated as of 11:59 PM on the date immediately preceding Adjustment Time based upon the latest available tax xxxx and the number of days which have elapsed from the first day of the Current Tax Period to the Adjustment Time. The term "Current Tax Period" shall mean the fiscal period of the applicable taxing or charging authority during which the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Dateoccurs. If the Closing occurs prior to the receipt by Seller of latest available tax xxxx is not the xxxx for the Current Tax Expense Period, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and Buyer and Seller shall re-prorate the Real Estate Taxes following the Closing as soon as the tax xxxx for the calendar Current Tax Period becomes available, but in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Refunds of Real Estate Taxes for any period of time prior to the Current Tax Period, shall belong to Seller and Seller reserves the right to commence, contest and settle same. In the event such refunds are paid to Buyer, Buyer shall promptly pay such amount to Seller (which obligation shall survive the Closing and shall not be merged into the Deeds and the other documents and instruments to be delivered at Closing). Seller hereby informs Buyer that Seller is currently contesting Real Estate Taxes for the Current Tax Period. Seller shall have the right to continue to contest and settle same, provided Seller shall not, to effectuate any reduction in Taxes, agree with the relevant authorities to increase taxes for any year from and after the year in which the Closing occursDate occurs and shall provide Buyer with all material correspondence, pleadings, submissions and other information relating thereto from time to time promptly upon Buyer’s request for same. Refunds of Real Estate Taxes for the Current Tax Expense Period, net of the actual out of pocket costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated on in proportion to the basis respective shares of the last officially certified Real Estate Taxes for the Current Tax Period borne by Seller and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under Buyer hereunder and the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") party receiving such refund shall be prorated between Purchaser and Seller as promptly deliver to the other party its proportionate share of the Closing Date. The collected refund for any Taxes during the Current Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasePeriod.

Real Estate Taxes and Assessments. Subject to Xxxxxx’s duty of reimbursement as set forth in the following sentence, Landlord will be initially responsible for and pay all real estate taxes and assessments (including those pertaining to water, streets, sewer and street lights) against the Property and any improvements thereon. On the same day Base Rent is due, Tenant shall be responsible to remit to Landlord, as Additional Rent, one twelfth (1/12) of Tenant’s annual pro-rated portion of the above referenced real estate taxes and assessments against the Property and any improvements thereon (“Tax Reimbursement”), Tenant’s share of real estate taxes and assessments shall be determined by multiplying the total amount of such taxes by the percentage or fraction obtained by dividing the rentable square feet (RSF) within the Leased Premises by the greater of: (i) Real estate taxes and assessments, both general and special that are payable to the taxing authority average square footage of floor space actually leased within all buildings within the Mixed-Use Center during any calendar year; or (collectively, the "Tax Expense"11) shall be prorated as of 11:59 PM on the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date ninety percent (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller 90%) of the xxxx for total number square feet of leasable floor areas within in all buildings within the Tax Expense for the Mixed-Use Center. For each calendar year or portion thereof included in which the Closing occursTerm, Landlord may estimate the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration amount of the Tax Expense and Tax ReceivablesReimbursement. Upon written notice given to Tenant, based upon the amount so estimated shall be payable by Tenant in equal monthly installments at the time specified for the payment of Base Rent. When the actual amount of such Tax Expense charged and/or Tax Receivables received real estate taxes and assessments against the Property and any improvements thereon is known, Tenant’s proportionate share thereof shall be recomputed and any overpayment shall be refunded by the parties for the year Landlord or other applicable fiscal period. The parties any underpayment shall make the appropriate adjusting payment between them be paid by Tenant within thirty (30) days after presentment to Seller Landlord has notified Tenant in writing of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcelsuch adjustments, and the applicable tenant pays adjustments required by this sentence shall apply regardless of whether the Term expires during such year. The failure of Landlord to furnish notice of the estimated or actual Tax Expense with respect to such parcel directly Reimbursement for any year shall be without prejudice to the taxing authority under the terms right of its lease, the Tax Expense Landlord to furnish later said notice for that parcel shall not be prorated between Purchaser said period and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasesubsequent periods.

Real Estate Taxes and Assessments. (ia) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "“Tax Expense"”) shall be prorated as of 11:59 PM on the date immediately preceding day prior to the Closing Date. Seller shall pay all due and payable 2023 real estate taxes attributable to the Property at Closing. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser Buyer shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx bill for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated based on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases and Temporary Occupancy Agreements as reimbursements or prepayments of Seller’s Tax Expense (collectively, "“Tax Receivables"”) shall be prorated between Purchaser Buyer and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx bill for the Tax Expense, Purchaser Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of PurchaserBuyer's calculation and appropriate back-up information. Purchaser Buyer shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser Buyer and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its lease.

Real Estate Taxes and Assessments. (i) Seller shall pay, on or prior to Closing, any and all delinquent real estate and personal property taxes and assessments with respect to the Property. Real estate taxes and assessments, both general and special that are payable to assessments for the taxing authority (collectively, the "Tax Expense") tax year in which Closing occurs shall be prorated between Seller and Buyer as of 11:59 PM on the date immediately preceding the Closing Date, based upon the most recently available real estate tax information; provided, however, that Seller shall pay on or before Closing the full amount of any bonds secured by the Real Property or assessments that may be payable after the Closing Date that are a result of or relate to the completed construction or operation of any Improvements or any completed public improvements that serve only the Real Property. In the event (i) Seller receives any tax refund which includes a refund of real property taxes or assessments attributable to the Property for any period on or after the Closing Date, Seller agrees to promptly pay the amount attributable to the period from and after the Closing Date to Buyer, or (ii) Buyer receives any tax refund which includes a refund of real property taxes or assessments distributable to the Property for any period before the Closing Date, Buyer agrees to promptly pay the amount attributable to the period before the Closing Date to Seller. Furthermore, in the event that following the Closing Date, (I) Seller receives any xxxx for real estate taxes and assessments attributable to the Property, Buyer shall be responsible for the amount attributable to the period from and after the Closing Date, or (II) Buyer receives any xxxx for real estate taxes or assessments attributable to the Property, Seller shall be responsible for the Tax Expense amount attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of period before the Closing Date. The collected Tax Receivables proration shall be matched against based on the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final most recently issued tax xxxx for the Tax ExpenseReal Property. If the most recent tax xxxx is not the current tax year, Purchaser then the parties shall promptly prepare and present to Seller a calculation re-prorate them upon receipt of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties tax xxxx for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate current tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leaseyear.

Real Estate Taxes and Assessments. (i) For purposes of this Agreement, “Real Estate Taxes” means real estate or ad valorem real property taxes, assessments and personal property taxes and assessments, both general and special that are payable with respect to the taxing authority (collectively, the "Tax Expense") Property. Real Estate Taxes shall be prorated as of 11:59 PM on the date immediately preceding Adjustment Time based upon the latest available tax xxxx and the number of days which have elapsed from the first day of the Current Tax Period to the Adjustment Time. The term “Current Tax Period” shall mean the fiscal period of the applicable taxing or charging authority during which the Closing Date. Seller shall be responsible for the Tax Expense attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Dateoccurs. If the Closing occurs prior to the receipt by Seller of latest available tax xxxx is not the xxxx for the Current Tax Expense Period, then Real Estate Taxes shall be prorated based upon the latest tax information then available (including previous tax bills, current assessments and other information available from the taxing authorities) and Buyer and Seller shall re-prorate the Real Estate Taxes following the Closing as soon as the tax xxxx for the calendar Current Tax Period becomes available, but in all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Refunds of Real Estate Taxes for any period of time prior to the Current Tax Period, shall belong to Seller and Seller reserves the right to commence, contest and settle same. In the event such refunds are paid to Buyer, Buyer shall promptly pay such amount to Seller (which obligation shall survive the Closing and shall not be merged into the Deed and the other documents and instruments to be delivered at Closing). Seller shall have the right to 12411789.7 30 continue to contest and settle same, provided Seller shall not, to effectuate any reduction in Taxes, agree with the relevant authorities to increase taxes for any year from and after the year in which the Closing occursDate occurs and shall provide Buyer with all material correspondence, pleadings, submissions and other information relating thereto from time to time promptly upon Buyer’s request for same. Refunds of Real Estate Taxes for the Current Tax Expense Period, net of the actual out of pocket costs of pursuing any tax contest or protest proceedings and collecting such refunds, shall be prorated on in proportion to the basis respective shares of the last officially certified Real Estate Taxes for the Current Tax Period borne by Seller and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under Buyer hereunder and the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") party receiving such refund shall be prorated between Purchaser and Seller as promptly deliver to the other party its proportionate share of the Closing Date. The collected refund for any Taxes during the Current Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax Expense, Purchaser shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of Purchaser's calculation and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcel, and the applicable tenant pays the Tax Expense with respect to such parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasePeriod.

Real Estate Taxes and Assessments. (i) Real estate Landlord and Tenant each hereby agree that, inasmuch as Tenant will ultimately occupy 100% of the Building and the Leased Premises, Tenant shall be responsible, at its sole cost and expense and as Additional Rent, for payment of all of the real property taxes, or any taxes and assessmentslevied in lieu thereof on or in addition thereto, both general and special that are payable due to the taxing authority (collectivelyownership or operation of the Building, the "Tax Expense") shall be prorated as of 11:59 PM on the date immediately preceding the Closing Date. Seller shall be responsible for the Tax Expense attributable to Leased Premises and the Property prior to, but not including, the Closing Date (except for the Tax Expense, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), and Purchaser shall be responsible for the Tax Expense attributable to the Property on and after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including any tax levied on the Closing Dateincome of Landlord) levied, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date assessed or thereafter. After receipt allocated (including any special assessments created by formation of a final xxxx special improvement district or created in any other manner) for any period included in the Tax Expense, Purchaser Lease Term or any extensions thereof. Tenant shall promptly prepare and present pay all such taxes directly to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the actual amount of such Tax Expense charged and/or Tax Receivables received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them Landlord within thirty (30) days after presentment of Landlord's presentation to Seller Tenant of Purchaser's calculation tax bills associated with such taxes. For the tax years in which this Lease commences and appropriate back-up information. Purchaser shall provide Seller with appropriate backup materials related to the calculation. With respect to any portion of the Property that is a separate tax parcelterminates, and the applicable tenant pays the Tax Expense with respect to Tenant's phased occupation of the Leased Premises at the commencement of the Lease Term as described above, Tenant's obligations pursuant to this paragraph shall be apportioned on a pro-rata and per diem basis in such parcel directly proportions as Tenant's tenancy of the Leased Premises bears to 365 days, and in such proportions as Tenant's occupancy of the Leased Premises bears to the taxing authority under entire Leased Premises. Tenant's pro rata share shall be based upon estimates made by Landlord of projected taxes due for the terms of its leasesubject calendar year, the Tax Expense for that parcel on a fair and equitable basis. This paragraph shall not be prorated between Purchaser and Seller at Closing as deemed or construed to require Tenant to pay or discharge any inheritance or estate taxes or taxes upon inheritance or right of succession which may be levied against any estate or interest of Landlord, even though such tenant(s) taxes shall be responsible for paying become a lien against the taxing authority for such Tax Expense as it becomes due pursuant Building, the Leased Premises or the Property. In addition to the terms foregoing, Tenant shall have the right to appeal or contest, by way of its leaseappropriate proceedings, the amount of any taxes payable by Tenant hereunder, and Landlord hereby agrees to cooperate in good faith with Tenant in connection with any such appeal or contest.

Real Estate Taxes and Assessments. (i) Real estate taxes and assessments, both general and special that are payable to the taxing authority (collectively, the "Tax Expense"“Taxes”) shall be prorated as of 11:59 PM 12:01 a.m. on the date immediately preceding the Closing Date. Monthly payments made by tenants under the Leases to Seller, as landlord, toward reimbursement of Taxes are paid on a current basis and applied to Taxes payable in the current calendar year. Seller shall be responsible for the Tax Expense pay Taxes attributable to the Property prior to, but not including, the Closing Date (except for the Tax Expensethose Taxes payable, whether actually paid or unpaid, which is payable directly by tenants to the taxing authority for such tenant’s leased premises in accordance with the Leases), ) and Purchaser Buyer shall be responsible for the Tax Expense pay all Taxes attributable to the Property on and or after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for the Tax Expense Taxes for the calendar year in which the Closing occurs, the Tax Expense Taxes shall be prorated on the basis of the last officially certified and available tax duplicate. Monthly and/or lump sum amounts Seller, as landlord, has collected from tenants under the Leases as reimbursements or prepayments of Seller’s Tax Expense (collectively, "Tax Receivables") shall be prorated between Purchaser and Seller as of the Closing Date. The collected Tax Receivables shall be matched against the applicable Tax Expense to which they relate. Seller shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the period prior to, but not including the Closing Date, and Purchaser shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. After receipt of a final xxxx for the Tax ExpenseTaxes, Purchaser Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivablessuch Taxes, based upon the actual amount of such Tax Expense Taxes charged and/or Tax Receivables to or received by the parties for the year or other applicable fiscal period. The parties shall make the appropriate adjusting payment between them within thirty (30) days after presentment to Seller of PurchaserBuyer's calculation and appropriate back-up information. Purchaser Buyer shall provide Seller with appropriate backup materials related to the calculation. With respect Notwithstanding the foregoing, any real estate tax refunds or rebates which apply to periods before the Closing Date shall remain the property of Seller, and Seller shall have the right to file and pursue any portion appeals attributable to Seller’s period of ownership of the Property that is a separate tax parcelProperty, and the applicable tenant pays the Tax Expense with respect to tax assessments for the Property. If Seller is successful in any such parcel directly tax appeal related to the taxing authority under calendar year in which the terms Closing occurs, Buyer and Seller shall share in the cost of its leaseany such appeal and rebates or refunds in the same proportion as the proration of Taxes set forth on the settlement statement executed by the parties at Closing. Seller will also calculate and apply to Tenants’ accounts credits and charges where applicable. Seller will provide copies of this calculation, along with copies of the Tax Expense for that parcel xxxxxxxx, to Buyer, along with any balance due to Buyer. If Buyer is successful in any such tax appeal attributable to Seller’s ownership period of the Property, Buyer and Seller shall share in the cost of any such appeal and rebates or refunds in the same proportion as the proration of Taxes set forth on the settlement statement executed by the parties at Closing. Buyer will also calculate and apply to Tenants’ accounts credits and charges where applicable. Buyer will provide copies of this calculation, along with copies of the xxxxxxxx, to Seller, along with any balance due to Seller. All prorations hereunder shall be made within thirty (30) days after presentment of invoices or receipt of amounts applicable to this Subsection. This Section 5.3 shall survive the Closing and not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the taxing authority for such Tax Expense as it becomes due pursuant to the terms of its leasemerged therein.