Tax Excess Clause Samples
The Tax Excess clause defines how additional tax liabilities arising from a transaction are handled between the parties. Typically, this clause specifies which party is responsible for paying any taxes that exceed the expected amount, such as unforeseen income, sales, or transfer taxes resulting from the agreement. By clearly allocating responsibility for unexpected tax costs, the clause helps prevent disputes and ensures that both parties understand their financial obligations related to tax matters.
Tax Excess. If in any Tax Period the Taxes exceed the Tax Base, Tenant shall pay to Landlord Tenant’s Proportionate Share of such excess, such amount being hereinafter referred to as “Tax Excess”. Tenant shall pay the Tax Excess as follows: commencing July 1, 2016, Tenant shall make monthly estimated payments on account of the projected Tax Excess, as reasonably estimated by Landlord on the basis of the most recent Tax data available. Such monthly estimated payments shall be made commencing on the aforesaid date and otherwise at the same time and in the same manner as Tenant’s monthly payments of Yearly Rent. Landlord shall furnish to Tenant, after the end of each year, a statement setting forth in reasonable detail the basis for the computation of Tax Excess. If the total of ▇▇▇▇▇▇’s monthly estimated payments with respect to any Tax Period is greater than the actual Tax Excess for such Tax Period, Tenant may credit the difference against the next installment of rental or other charges due to Landlord hereunder. If the total of such payments is less than the actual Tax Excess for such Tax Period, Tenant shall pay the difference to Landlord within thirty (30) days after Landlord’s bill therefor. Landlord shall, upon written request of ▇▇▇▇▇▇, from time to time, provide Tenant with copies of real estate tax bills for any Tax Period with respect to which Tenant is required to pay Tax Excess. Appropriate credit against Tax Excess shall be given for any refund obtained by reason of a reduction in any Taxes by the Assessors or the administrative, judicial or other governmental agency responsible therefor. The original computations, as well as reimbursement or payments of additional charges, if any, or allowances, if any, under the provisions of this Section 9.2 shall be based on the original assessed valuations with adjustments to be made at a later date when the tax refund, if any, shall be paid to Landlord by the taxing authorities. Expenditures for legal fees and for other similar or dissimilar expenses incurred in obtaining the tax refund may be charged against the tax refund before the adjustments are made for the Tax Period.
Tax Excess. Tenant shall also pay, as Additional Rent, Tenant’s Proportionate Share of any increase in Taxes for each year and partial year falling within the Term over the Taxes for the Base Year (“Tax Excess”). For purposes of this Section 3 only, Base Year shall mean the period of July 1, 2024 through June 30, 2025. Tenant shall pay Tenant’s Proportionate Share of the Tax Excess in the same manner as provided above for Tenant’s Proportionate Share of Operating Cost Excess. “Taxes” shall mean taxes, assessments (which shall be paid over the maximum period permitted by applicable Laws), and governmental charges or fees whether federal, state, county or municipal, and whether they be by taxing districts or authorities presently taxing or by others, subsequently created or otherwise, and any other taxes and assessments (including non-governmental assessments for common charges under a restrictive covenant or other private agreement that are not treated as part of Operating Costs) now or hereafter attributable to the Project or the Complex, as applicable (or its operation), excluding, however, late fees due to Landlord’s untimely payment, taxes directly attributable to another tenant’s tenant improvements, transfer taxes, franchise taxes, penalties and interest thereon and federal and state taxes on income (if the present method of taxation changes so that in lieu of or in addition to the whole or any part of any Taxes, there is levied on Landlord a capital tax directly on the rents received therefrom or a franchise tax, assessment, or charge based, in whole or in part, upon such rents for the Project or Complex, as applicable, then all such taxes, assessments, or charges, or the part thereof so based, shall be deemed to be included within the term “Taxes” for purposes hereof). Taxes shall include the reasonable and customary costs of consultants retained in an effort to lower taxes and all costs incurred in disputing any taxes or in seeking to lower the tax valuation of the Project. Taxes shall be reduced by the amount of any abatement received by Landlord after expenditures for reasonable legal fees and for other reasonable expenses incurred in obtaining an abatement or refund. For property tax purposes, to the extent allowed by Law, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Project and Complex, and all rights to receive notices of reappraisement.
Tax Excess. Reference is made to the fact that, pursuant to Section 5.4.2 of the Building 1400 Lease, Tenant is required to pay, for each calendar year during the term of the Building 1400 Lease, and in respect of all premises demised to Tenant (including the Premises C Extended Term Portion): (i) Lessee’s Proportionate CAO Lot Share of Taxes attributable to the Building (“Tenant’s Common Area Tax Share”), and (ii) Lessee’s Proportionate Building share of Taxes attributable to the Building (“Tenant’s Building Tax Share”). The parties hereby agree that if Tenant exercises its right to extend the term of the Building 1400 Lease in respect of the Premises C Extended Term Portion for the First Premises C Extended Term, then:
Tax Excess. 11 9.3 Operating Expense Excess...........................................11 9.4
Tax Excess. Tenant shall pay Tenant's Pro Rata Share of the amount, if any, by which Taxes (defined in Section IV.E.) for each Fiscal Year during the Term exceed Taxes for the Tax Base Year (the "Tax Excess"). If Taxes in any Fiscal Year decrease below the amount of Taxes for the Tax Base Year, Tenant's Pro Rata Share of Taxes for that Fiscal Year shall be $0. Landlord shall provide Tenant with a good faith estimate of the Tax Excess for each Fiscal Year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant's Pro Rata Share of Landlord's estimate of the Tax Excess. If Landlord determines that its good faith estimate of the Tax Excess was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant's monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Tax Excess by the start of each new Fiscal Year, Tenant shall continue to pay monthly installments based on the previous year's estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year's estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s)
Tax Excess. Tenant shall pay the sum ("Expense Excess") of: