Common use of Real Property Taxes and Assessments Clause in Contracts

Real Property Taxes and Assessments. All real property taxes, assessments, excises, transit charges, or other housing charges, levies or fees, ordinary or extraordinary, unforeseen as well as foreseen, of any kind, which are assessed, levied, charged or imposed (1) on the Project or any part thereof, (2) on Landlord with respect to the Project, (3) on the act of entering into this Lease, (4) on the use or occupancy of the Project or any part thereof, (5) with respect to services or utilities consumed in the use, occupancy or operation of the Project, (6) on or attributable to personal property used in connection with the Building, including the Common Areas, (7) related to any governmentally-mandated transportation plan, fund or system affecting the Building, and (8) relating to or on or measured by the rent payable under this Lease or in connection with the business of renting space in the Project, including, without limitation, any gross income tax, gross receipts tax or excise tax levied with respect to the receipt of such rent, by the United States of America, the State of California, the City and County of San Francisco, any political subdivision, public corporation, district or other political or public entity or public authority, and shall also include any other tax, fee or other excise, however described, which may be levied or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxes (collectively, “Real Property Taxes”). Real Property Taxes shall include reasonable attorneys’, accountants’, and consultants’ fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Landlord shall have the right, but not the obligation, to contest by appropriate legal proceedings the amount or validity of any taxes. In the event Landlord elects not to contest the real property taxes and assessments levied against the Project, the Building or the Premises with respect to any calendar year during the Term, then Tenant shall have the right to retain a consultant to prosecute such contest, subject to Landlord’s reasonable approval of the identity of such consultant. Such contest shall be conducted at Tenant’s sole cost and expense, provided that if Tenant prevails in such contest, the reasonable fees and costs of Tenant’s consultants shall, to the extent of any actual savings resulting from such contest, be equitably shared by Txxxxx and other tenant(s) who receive the benefit of such savings. Notwithstanding any other provision of this Lease to the contrary, Real Property Taxes shall not include (i) income, franchise, transfer, inheritance or capital stock taxes, unless levied or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxes; (ii) any taxes imposed on the use of the parking spaces in the Parking Garage by any governmental or quasi-governmental authority; and (iii) during the period commencing upon the Commencement Date and ending on the seventh (7th) annual anniversary of the Commencement Date (the “Protection Period”) any Tax Increase (as defined below). If during the Protection Period, (a) there is any sale or transfer of all or a portion of the Project or of direct or indirect interests in Landlord, a refinancing or securitization of any direct or indirect interest in the Project, any ground or master lease of the Project or a “change of ownership” (as defined in California Revenue and Taxation Code Sections 60-62 or any amendments or successors to those sections) of the Project and/or (b) there are capital improvements made to the Project, and, as a result, the Project is reassessed (a “Reassessment”) for real estate tax purposes by the appropriate government authority higher than the previous amount of Real Property Taxes, then the term Tax Increase (“Tax Increase”) shall mean that portion of the Real Property Taxes allocable to the Project that is attributable to the Reassessment (including, without limitation, subsequent increases in such Tax Increase). Accordingly, a Tax Increase shall not include any portion of the Real Property Taxes that is or would be attributable to (v) the initial assessment of the value of the Project or any portion thereof; (w) assessments pending immediately before the Reassessment that were conducted during, and included in, that Reassessment or that were otherwise rendered unnecessary following the Reassessment; (x) the annual inflationary increase in real estate taxes actually permitted under Proposition 13 (as adopted by the voters of the State of California in the June 1978 election) and not applicable to a Tax Increase; (y) a repeal or modification of Proposition 13; or (z) a change in the state of law affecting Real Property Taxes due to Applicable Law which is first enacted into law after the Commencement Date, modification of Applicable Law after the Commencement Date or a change in interpretation of Applicable Law after the Commencement Date. If a Reassessment results from any event described in subclauses (a) or (b) above, that occurs during the Protection Period, the Tax Increase (including, without limitation, subsequent increases in such Tax Increase) shall not be included in Additional Rent during the remainder of the Protection Period and the Tax Increase shall be paid by Landlord and not recouped from Tenant in any manner during the Protection Period. From and after the expiration of the Protection Period, Landlord may include all such Tax Increases in the Real Property Taxes.

Real Property Taxes and Assessments. All a. Lessee shall pay (and furnish Lessor with proof of payment satisfactory to Lessor) prior to delinquency all real property taxestaxes and assessments. As used herein, the term "real property taxes and assessments" shall include any form of real estate tax or assessment, excisesgeneral, transit charges, or other housing charges, levies or feesspecial, ordinary or extraordinary, unforeseen as well as foreseenand any license fee, of any kindcommercial rental tax, which are assessedimprovement bond or bonds, leviedlevy or tax (other than inheritance, charged personal income or estate taxes) imposed (1) on the Project Land and/or Buildings by any authority having the direct or indirect power to tax, including any local, city, state or federal government, or any part school, agricultural, sanitary, fire, street, drainage or other improvement district thereof, as against any legal or equitable interest of Lessor in the Land and/or Buildings, as against Lessor's right to rent or other income therefrom or as against Lessor's business of leasing the Land and/or Buildings and all costs and fees (2including attorneys' fees) on Landlord incurred by Lessor in contesting any tax or assessment and/or negotiating with respect the public authorities as to the Project, (3) on the act of entering into this Lease, (4) on the use same. The term "real property taxes and assessments" shall not include any income tax paid or occupancy of the Project or any part thereof, (5) with respect to services or utilities consumed in the use, occupancy or operation of the Project, (6) on or attributable to personal property used in connection with the Building, including the Common Areas, (7) related to any governmentally-mandated transportation plan, fund or system affecting the Building, and (8) relating to or on or measured payable by the rent payable under this Lease or in connection with the business of renting space in the Project, including, without limitation, any gross income tax, gross receipts tax or excise tax levied with respect to the receipt of such rent, by the United States of America, the State of California, the City and County of San Francisco, any political subdivision, public corporation, district or other political or public entity or public authority, and Lessor but shall also include any other tax, fee fee, levy, assessment or other excise, however described, which may be levied or assessed charge (i) in lieu substitution of, as or in addition to, partially or totally, any tax, fee, levy, assessment or charge hereinabove included within the definition of "real property taxes and assessments", or (ii) the nature of which was hereinbefore included within the definition of "real property taxes and assessments" or (iii) which is imposed by reason of this transaction or any modification or changes hereto. If at any time during the term of this Lease, under the laws of the State or any political subdivision thereof in which the demised premises are situated, a substitute (tax or excise on, or measured in whole or in part)part by, rents or gross receipts' or any other tax, however characterized, is levied or assessed by said State or political subdivision against Lessor or the basic rent expressly reserved hereunder in addition to or as a substitute in whole or in part for taxes assessed or imposed by said State or political subdivision on land and/or Buildings (such as, for any other Real Property Taxes (collectivelyexample, “Real Property Taxes”). Real Property Taxes the present Commonwealth of Virginia sales tax on rents or a Fairfax County gross receipts tax, the same shall include reasonable attorneys’, accountants’be included within the term "Impositions", and consultants’ feesLessee covenants to pay such tax or excise on, costs and disbursements incurred in connection with proceedings to contestor measured by, determine rents or reduce Real Property Taxes. Landlord shall have the rightgross receipts or other tax, but not the obligation, to contest by appropriate legal proceedings the amount or validity of any taxes. In the event Landlord elects not to contest the real property taxes and assessments levied against the Project, the Building or the Premises with respect to any calendar year during the Term, then Tenant shall have the right to retain a consultant to prosecute such contest, subject to Landlord’s reasonable approval of the identity of such consultant. Such contest shall be conducted at Tenant’s sole cost and expense, provided that if Tenant prevails in such contest, the reasonable fees and costs of Tenant’s consultants shall, only to the extent of any actual savings resulting from such contestthe amount thereof which is lawfully assessed or imposed upon Lessor and which was so assessed or imposed as a direct result of Lessor's ownership of the demised premises, be equitably shared by Txxxxx and other tenant(s) who receive the benefit of such savings. Notwithstanding any other provision or of this Lease or of the rentals accruing under this Lease, it being the intention of the parties hereto that the basic rent to be paid hereunder shall be paid to Lessor absolutely net without deduction of any nature whatsoever. The payments to be made by Lessee pursuant to this section shall be made before any fine, penalty, interest or cost may be added thereto for the nonpayment thereof. Notwithstanding anything hereinbefore contained to the contrary, Real Property Taxes shall any assessments (that are not include (i) income, franchise, transfer, inheritance or capital stock taxes, unless levied or assessed in lieu the result of, as a substitute (in whole or in part)not attributable to, for any other Real Property Taxes; (iiLessee's acts or omissions) any taxes imposed on the use of the parking spaces in the Parking Garage by any governmental or quasi-governmental authority; and (iii) during the period commencing upon the Commencement Date and ending on the seventh (7th) annual anniversary of the Commencement Date (the “Protection Period”) any Tax Increase (as defined below). If during the Protection Period, (a) there is any sale or transfer of all or a portion of the Project or of direct or indirect interests in Landlord, a refinancing or securitization of any direct or indirect interest in the Project, any ground or master lease of the Project or a “change of ownership” (as defined in California Revenue and Taxation Code Sections 60-62 or any amendments or successors to those sections) of the Project and/or (b) there are capital improvements made to the Project, and, as a result, the Project is reassessed (a “Reassessment”) for real estate tax purposes by the appropriate government authority higher than the previous amount of Real Property Taxes, then the term Tax Increase (“Tax Increase”) shall mean that portion of the Real Property Taxes allocable to any period beyond the Project that is attributable to the Reassessment (including, without limitation, subsequent increases in such Tax Increase). Accordingly, a Tax Increase shall not include any portion of the Real Property Taxes that is or would be attributable to (v) the initial assessment of the value of the Project or any portion thereof; (w) assessments pending immediately before the Reassessment that were conducted during, and included in, that Reassessment or that were otherwise rendered unnecessary following the Reassessment; (x) the annual inflationary increase in real estate taxes actually permitted under Proposition 13 (as adopted by the voters of the State of California in the June 1978 election) and not applicable to a Tax Increase; (y) a repeal or modification of Proposition 13; or (z) a change in the state of law affecting Real Property Taxes due to Applicable Law which is first enacted into law after the Commencement Date, modification of Applicable Law after the Commencement Date or a change in interpretation of Applicable Law after the Commencement Date. If a Reassessment results from any event described in subclauses (a) or (b) above, that occurs during the Protection Period, the Tax Increase (including, without limitation, subsequent increases in such Tax Increase) shall not be included in Additional Rent during the remainder of the Protection Period and the Tax Increase lease term shall be paid by Landlord and not recouped from Tenant in any manner during the Protection Period. From and after the expiration of the Protection Period, Landlord may include all such Tax Increases in the Real Property TaxesLessor.

Real Property Taxes and Assessments. All real property taxesThe term “Real Property Taxes and Assessments,” as used in this Lease, assessmentsmeans: any form of assessment, exciseslicense fee, transit chargeslicense tax, business license fee, commercial rental tax, levy charge, improvement bond, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other housing chargesimprovement or special assessment district thereof, levies as against any legal or feesequitable interest of Lessor in the Premises, ordinary Building, or extraordinarythe Project, unforeseen including the following by way of illustration but not limitation: (a) any tax on Lessor’s “right” to rent or “right” to other income from the Premises or as well as foreseenagainst Lessor’s business of leasing the Premises; (b) any assessment, tax, fee, levy or charge in substitution, partially or totally, of any kindassessment, which are assessed, levied, charged or imposed (1) on the Project or any part thereof, (2) on Landlord with respect to the Project, (3) on the act of entering into this Lease, (4) on the use or occupancy of the Project or any part thereof, (5) with respect to services or utilities consumed in the use, occupancy or operation of the Project, (6) on or attributable to personal property used in connection with the Building, including the Common Areas, (7) related to any governmentally-mandated transportation plan, fund or system affecting the Building, and (8) relating to or on or measured by the rent payable under this Lease or in connection with the business of renting space in the Project, including, without limitation, any gross income tax, gross receipts tax fee, levy or excise tax levied with respect to charge previously included within the receipt definition of such rent, by the United States of America, the State of California, the City and County of San Francisco, any political subdivision, public corporation, district or other political or public entity or public authority, and shall also include any other real property tax, fee or other excise, however described, which may be levied or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxes (collectively, “Real Property Taxes”). Real Property Taxes shall include reasonable attorneys’, accountants’, it being acknowledged by Lessee and consultants’ fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Landlord shall have the right, but not the obligation, to contest by appropriate legal proceedings the amount or validity of any taxes. In the event Landlord elects not to contest the real property taxes and assessments levied against the Project, the Building or the Premises with respect to any calendar year during the Term, then Tenant shall have the right to retain a consultant to prosecute such contest, subject to Landlord’s reasonable approval of the identity of such consultant. Such contest shall be conducted at Tenant’s sole cost and expense, provided Lessor that if Tenant prevails in such contest, the reasonable fees and costs of Tenant’s consultants shall, to the extent of any actual savings resulting from such contest, be equitably shared by Txxxxx and other tenant(s) who receive the benefit of such savings. Notwithstanding any other provision of this Lease to the contrary, Real Property Taxes shall not include (i) income, franchise, transfer, inheritance or capital stock taxes, unless levied or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxes; (ii) any taxes imposed on the use of the parking spaces in the Parking Garage by any governmental or quasi-governmental authority; and (iii) during the period commencing upon the Commencement Date and ending on the seventh (7th) annual anniversary of the Commencement Date (the “Protection Period”) any Tax Increase (as defined below). If during the Protection Period, (a) there is any sale or transfer of all or a portion of the Project or of direct or indirect interests in Landlord, a refinancing or securitization of any direct or indirect interest in the Project, any ground or master lease of the Project or a “change of ownership” (as defined in California Revenue and Taxation Code Sections 60-62 or any amendments or successors to those sections) of the Project and/or (b) there are capital improvements made to the Project, and, as a result, the Project is reassessed (a “Reassessment”) for real estate tax purposes by the appropriate government authority higher than the previous amount of Real Property Taxes, then the term Tax Increase (“Tax Increase”) shall mean that portion of the Real Property Taxes allocable to the Project that is attributable to the Reassessment (including, without limitation, subsequent increases in such Tax Increase). Accordingly, a Tax Increase shall not include any portion of the Real Property Taxes that is or would be attributable to (v) the initial assessment of the value of the Project or any portion thereof; (w) assessments pending immediately before the Reassessment that were conducted during, and included in, that Reassessment or that were otherwise rendered unnecessary following the Reassessment; (x) the annual inflationary increase in real estate taxes actually permitted under Proposition 13 (as was adopted by the voters of the State of California in the June June, 1978 election) election and not applicable that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to a Tax Increaseproperty owners or occupants. It is the intention of Lessee and Lessor that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of “real property taxes” for the purposes of this Lease; (yc) a repeal any assessment, tax, fee, levy or modification charge allocable to or measured by the area of Proposition 13; the Premises or (z) a change other premises in the state Building or the rent payable by Lessee hereunder or other tenants of law affecting Real Property Taxes due to Applicable Law which is first enacted into law after the Commencement DateBuilding, modification of Applicable Law after the Commencement Date or a change in interpretation of Applicable Law after the Commencement Date. If a Reassessment results from any event described in subclauses (a) or (b) above, that occurs during the Protection Period, the Tax Increase (including, without limitation, subsequent increases in any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such Tax Increase) shall not be included in Additional Rent during rent, or upon or with respect to the remainder possession, leasing, operation, management, maintenance, alteration, repairs, use or occupancy by Lessee of the Protection Period and the Tax Increase shall be paid by Landlord and Premises, or any portion thereof but not recouped from Tenant in on Lessor’s other operations; (d) any manner during the Protection Period. From and after the expiration of the Protection Periodassessment, Landlord may include all such Tax Increases tax, fee, levy or charge upon this transaction or any document to which Lessee is a party, creating or transferring an interest or an estate in the Real Property Taxes.Premises; and/or

Real Property Taxes and Assessments. All real property taxesThe term "Real Property Taxes and Assessments" means: any form of assessment, assessmentslicense fee, exciseslicense tax, transit chargesbusiness license fee, commercial rental tax, levy, charge, improvement bond, tax or similar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other housing charges, levies improvement or fees, ordinary or extraordinary, unforeseen as well as foreseen, of any kind, which are assessed, levied, charged or imposed (1) on the Project or any part special assessment district thereof, (2) on as against any legal or equitable interest of Landlord with respect to the Project, (3) on the act of entering into this Lease, (4) on the use or occupancy of the Project or any part thereof, (5) with respect to services or utilities consumed in the usePremises, occupancy Buildings, Common Areas or operation of the Project, Development (6) on or attributable to personal property used as such terms are defined in connection with the BuildingLease), including the Common Areas, (7) related to any governmentally-mandated transportation plan, fund or system affecting the Building, and (8) relating to or on or measured following by the rent payable under this Lease or in connection with the business way of renting space in the Project, including, without limitation, any gross income tax, gross receipts tax or excise tax levied with respect to the receipt of such rent, by the United States of America, the State of California, the City and County of San Francisco, any political subdivision, public corporation, district or other political or public entity or public authority, and shall also include any other tax, fee or other excise, however described, which may be levied or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxes (collectively, “Real Property Taxes”). Real Property Taxes shall include reasonable attorneys’, accountants’, and consultants’ fees, costs and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes. Landlord shall have the right, illustration but not the obligation, to contest by appropriate legal proceedings the amount or validity of any taxes. In the event Landlord elects not to contest the real property taxes and assessments levied against the Project, the Building or the Premises with respect to any calendar year during the Term, then Tenant shall have the right to retain a consultant to prosecute such contest, subject to Landlord’s reasonable approval of the identity of such consultant. Such contest shall be conducted at Tenant’s sole cost and expense, provided that if Tenant prevails in such contest, the reasonable fees and costs of Tenant’s consultants shall, to the extent of any actual savings resulting from such contest, be equitably shared by Txxxxx and other tenant(s) who receive the benefit of such savings. Notwithstanding any other provision of this Lease to the contrary, Real Property Taxes shall not include limitation: (i) income, franchise, transfer, inheritance any tax on Landlord's "right" to rent or capital stock taxes, unless levied "right" to other income from the Premises or assessed in lieu of, as a substitute (in whole or in part), for any other Real Property Taxesagainst Landlord's business of leasing the Premises; (ii) any taxes imposed on the use of the parking spaces assessment, tax, fee, levy or charge in the Parking Garage by any governmental substitution, partially or quasi-governmental authority; and (iii) during the period commencing upon the Commencement Date and ending on the seventh (7th) annual anniversary of the Commencement Date (the “Protection Period”) any Tax Increase (as defined below). If during the Protection Periodtotally, (a) there is any sale or transfer of all or a portion of the Project or of direct or indirect interests in Landlord, a refinancing or securitization of any direct assessment, tax, fee, levy or indirect interest in charge previously included within the Projectdefinition of real property tax, any ground or master lease of the Project or a “change of ownership” (as defined in California Revenue it being acknowledged by Tenant and Taxation Code Sections 60-62 or any amendments or successors to those sections) of the Project and/or (b) there are capital improvements made to the Project, and, as a result, the Project is reassessed (a “Reassessment”) for real estate tax purposes by the appropriate government authority higher than the previous amount of Real Property Taxes, then the term Tax Increase (“Tax Increase”) shall mean Landlord that portion of the Real Property Taxes allocable to the Project that is attributable to the Reassessment (including, without limitation, subsequent increases in such Tax Increase). Accordingly, a Tax Increase shall not include any portion of the Real Property Taxes that is or would be attributable to (v) the initial assessment of the value of the Project or any portion thereof; (w) assessments pending immediately before the Reassessment that were conducted during, and included in, that Reassessment or that were otherwise rendered unnecessary following the Reassessment; (x) the annual inflationary increase in real estate taxes actually permitted under Proposition 13 (as was adopted by the voters of the State of California in the June June, 1978 election) election and not applicable that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to a Tax Increaseproperty owners or occupants (it being the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of "real property taxes" for the purposes of this Lease); (yiii) a repeal any assessment, tax, fee, levy or modification charge allocable to or measured by the area of Proposition 13; the Premises or (z) a change other premises in the state Development or the rent payable by Tenant hereunder or other tenants of law affecting Real Property Taxes due to Applicable Law which is first enacted into law after the Commencement DateDevelopment, modification of Applicable Law after the Commencement Date or a change in interpretation of Applicable Law after the Commencement Date. If a Reassessment results from any event described in subclauses (a) or (b) above, that occurs during the Protection Period, the Tax Increase (including, without limitation, subsequent increases any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof but not on Landlord's other operations; (iv) any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in such Tax Increasethe Premises; and/or (v) any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Building is a part. Notwithstanding anything in this Subparagraph (g) to the contrary, unless and until Building C has been constructed, the Real Property Taxes and Assessments attributable to Parcel (Building C) shall not be included in Additional Rent during within the remainder definition of the Protection Period and the Tax Increase shall be paid by Landlord and not recouped from Tenant in any manner during the Protection Period. From and after the expiration of the Protection Period, Landlord may include all such Tax Increases in the Real Property TaxesOperating Expenses.