Common use of Real Estate Taxes and Assessments Clause in Contracts

Real Estate Taxes and Assessments. Real estate taxes and 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 that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt of the actual tax xxxx for the year in which Closing occurs for any Property, if any adjustment is required with respect to the tax proration made as of the Adjustment Time, within thirty (30) days following receipt of such xxxx, the Sellers and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (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. Real Ad valorem real estate taxes and assessments imposed by any Governmental Authority and personal property taxes with respect to any Real Property the Projects for the relevant tax current calendar year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time 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. 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 subrogated to the rights of the applicable LLC Subsidiary against such Space Tenant, for such amounts provided such actions shall only be for monetary damages and the Contributors shall not have the right to seek to evict or otherwise terminate the 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. In the event that tax bills for the current year's taxes are not available on the Closing Date, taxes shall be prorated based upon the most recent ascertainable tax bills for the previous year, or, if available, based upon the current assessed values valuation and tax rates during current millage rates, and, in such relevant tax year. Following Closingevent (or in the event of any reassessment or re-billing thereof), upon Buyers’ receipt of the Contributors and the Joint Venture shall re-prorate the taxes when actual tax xxxx bills for the current year in which Closing occurs are available and when the Contributors have received tax reimbursement payments from Tenants obligated under Space Leases to reimburse the Contributors for any Property, if any adjustment is required 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 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 proration made as contest maintained by the Contributors with respect thereto) shall remain the obligation of the Adjustment Time, within thirty Contributors (30) days following receipt of such xxxx, and the Sellers Contributors shall be entitled to receive any refund or rebate on any ad valorem real estate taxes and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date assessments and personal property taxes with respect to such 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, Projects for the relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 periods prior 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;current calendar year).

Real Estate Taxes and Assessments. Real Ad valorem real estate taxes and assessments imposed by any Governmental Authority and personal property taxes with respect to any Real Property the Projects for the relevant tax current calendar year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time 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. 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 subrogated to the rights of the applicable LLC Subsidiary against such Space Tenant, for such amounts provided such actions shall only be for monetary damages and the Contributors shall not have the right to seek to evict or otherwise terminate the 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. In the event that tax bills for the current year’s taxes are not available on the Closing Date, taxes shall be prorated based upon the most recent ascertainable tax bills for the previous year, or, if available, based upon the current assessed values valuation and tax rates during current millage rates, and, in such relevant tax year. Following Closingevent (or in the event of any reassessment or re-billing thereof), upon Buyers’ receipt of the Contributors and the Joint Venture shall re-prorate the taxes when actual tax xxxx bills for the current year in which Closing occurs are available and when the Contributors have received tax reimbursement payments from Tenants obligated under Space Leases to reimburse the Contributors for any Property, if any adjustment is required 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 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 proration made as contest maintained by the Contributors with respect thereto) shall remain the obligation of the Adjustment Time, within thirty Contributors (30) days following receipt of such xxxx, and the Sellers Contributors shall be entitled to receive any refund or rebate on any ad valorem real estate taxes and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date assessments and personal property taxes with respect to such 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, Projects for the relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 periods prior 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;current calendar year).

Real Estate Taxes and Assessments. For purposes of this Agreement, “Real Estate Taxes” means real estate or ad valorem real property taxes, assessments and personal property taxes and assessments imposed by any Governmental Authority with respect to any the Property. Real Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid Estate Taxes shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values latest available tax xxxx and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt the number of days which have elapsed from the first day of the actual 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 occurs. If the latest available tax xxxx is not the xxxx for the Current Tax 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 year Current Tax Period becomes available, but in which Closing occurs all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Refunds of Real Estate Taxes for any Property, if any adjustment is required with respect period of time prior to the tax proration made as of Current Tax Period, shall belong to Seller and Seller reserves the Adjustment Timeright to commence, within thirty contest and settle same. In the event such refunds are paid to Buyer, Buyer shall promptly pay such amount to Seller (30) days following receipt of such xxxx, which obligation shall survive the Sellers Closing and Buyers shall each, as not be merged into the case may be, pay to Deed and the other any amount required as a result of such adjustmentdocuments and instruments to be delivered at Closing). Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers Seller shall have the right (but not to 12411789.7 30 continue to contest and settle same, provided Seller shall not, to effectuate any reduction in Taxes, agree with the obligation), relevant authorities to increase taxes for any year from and after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after year in which the Closing Date occurs and shall provide Buyer with respect all material correspondence, pleadings, submissions and other information relating thereto from time to such time promptly upon Buyer’s request for same. Refunds of Real Property shall be paid under protest and Buyers shall promptly notify Sellers of Estate Taxes for 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 (“Current Tax Refunds”)Period, net of expenses, for the relevant actual out of pocket costs of pursuing any tax year under any protestcontest or protest proceedings and collecting such refunds, shall be prorated between in proportion to the parties as respective shares of the Adjustment Time. Sellers Real Estate Taxes for the Current Tax Period borne by Seller and Buyers agree to notify Buyer hereunder and the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of party receiving 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 refund shall promptly deliver the Tax Refund to the other party within thirty (30) days its proportionate share of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from refund for any Taxes during the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;Current Tax Period.

Real Estate Taxes and Assessments. Real estate taxes and assessments imposed by any Governmental Authority with respect to any Real Property for the relevant tax calendar year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid Closing occurs shall be prorated as of 11:59 p.m. (Pacific Time) on the Adjustment Time day prior to the Closing. Seller shall pay all such taxes and assessments attributable to any period prior to the date upon which the Closing occurs, and Purchaser shall pay all such taxes attributable to any period beginning on or after the date upon which the Closing occurs. If the real estate tax rate and/or assessments have not been set for the fiscal year in which the Closing occurs, then the proration of such taxes shall be based upon the most recent ascertainable assessed values rate and tax rates during assessments for the preceding fiscal year, and such relevant tax year. Following Closing, proration shall be adjusted between Seller and Purchaser upon Buyers’ receipt presentation of evidence that the actual tax xxxx taxes for the fiscal year in which the Closing occurs differ from the amounts 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 any Propertywhich Purchaser receives credit under this Section and shall indemnify, if any adjustment is required 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 to thereto, which obligation shall survive the tax proration Closing. Any refunds of real estate, personal property and/or other taxes made as of the Adjustment Time, within thirty (30) days following receipt of such xxxx, the Sellers and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid received by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), Purchaser after the Closing Dateshall be held in trust by Purchaser and shall first be then paid to any Tenants who are entitled to the same, to continue such protest. In such caseand the balance, any Taxes paid by Buyers after the Closing Date with respect to such Real Property if any, 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 Seller 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 allocable to the other party, the receiving party shall deliver the Tax Refund period prior to Closing and to Purchaser to the other party within thirty (30) days of its receipt. If Buyers or Sellers fail to pay such amount(s) extent allocable to the other as period commencing on and when due, such amount(s) shall bear interest from after the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;Closing).

Real Estate Taxes and Assessments. Real During the term Tenant shall pay or cause to be paid all real estate and other ad valorem taxes and assessments imposed by any Governmental Authority of every kind and nature (including, but not limited to, general and special assessments, foreseen as well as unforeseen) with respect to any Real Property buildings and improvements constructed or placed on the Premises by Tenant (collectively, Tenant Improvements”). Landlord shall pay all real estate and ad valorem taxes on the Land. Notwithstanding the foregoing, if the 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 agricultural or special use valuation and any other deferred taxes or assessments which pertain to a period prior to the 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 notice in accordance with Section 38 below. If at any time during the Lease Term the Premises do not constitute a separate tax parcel, Tenant shall pay its proportionate share of such Taxes for the relevant tax year in assessor’s parcel of which the Real Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time Premises forms a part based upon the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt square footage of land comprising the Premises as compared with the square footage of the actual land comprising the tax xxxx assessor’s parcel together with the amount of the assessment which is attributable to Tenant’s Improvements. If the Premises do not constitute a separate tax parcel, Landlord and Tenant shall cooperate, at Tenant’s expense, to cause the Premises to become a separate tax parcel and to have the statement for such taxes issued directly to Tenant. With respect to any 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 annual Taxes for the year Lease Year in which Closing occurs for any Propertyquestion. Tenant, at its sole cost and expense, may dispute and contest the Taxes and assessment on the Premises, and in such cases if any adjustment is required with respect 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 tax proration made as of the Adjustment Timeextent it is held valid, within thirty (30) days following receipt of such xxxxtogether with all court and other costs, the Sellers interest, penalties and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;expenses related thereto.

Real Estate Taxes and Assessments. For purposes of this Agreement, "Real Estate Taxes" means real estate or ad valorem real property taxes, assessments and personal property taxes and assessments imposed by any Governmental Authority with respect to any the Property. Real Property for the relevant tax year in which the Real Property is being sold and that are not yet due and payable or that have not yet been paid Estate Taxes shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values latest available tax xxxx and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt the number of days which have elapsed from the first day of the actual 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 occurs. If the latest available tax xxxx is not the xxxx for the Current Tax 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 year Current Tax Period becomes available, but in which Closing occurs all events no later than the Final Proration Adjustment as provided in Section 6.9.8 below. Refunds of Real Estate Taxes for any Property, if any adjustment is required with respect period of time prior to the tax proration made as of Current Tax Period, shall belong to Seller and Seller reserves the Adjustment Timeright to commence, within thirty contest and settle same. In the event such refunds are paid to Buyer, Buyer shall promptly pay such amount to Seller (30) days following receipt of such xxxx, which obligation shall survive the Sellers Closing and Buyers shall each, as not be merged into the case may be, pay to Deeds and the other any amount required as a result of such adjustmentdocuments and instruments to be delivered at Closing). Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing Seller hereby informs Buyer that they have elected or may elect to protest any Seller is currently contesting Real Estate Taxes for a Real Property, then Buyers agree that Sellers the Current Tax Period. Seller shall have the right (but not to continue to contest and settle same, provided Seller shall not, to effectuate any reduction in Taxes, agree with the obligation), relevant authorities to increase taxes for any year from and after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after year in which the Closing Date occurs and shall provide Buyer with respect all material correspondence, pleadings, submissions and other information relating thereto from time to such time promptly upon Buyer’s request for same. Refunds of Real Property shall be paid under protest and Buyers shall promptly notify Sellers of Estate Taxes for 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 (“Current Tax Refunds”)Period, net of expenses, for the relevant actual out of pocket costs of pursuing any tax year under any protestcontest or protest proceedings and collecting such refunds, shall be prorated between in proportion to the parties as respective shares of the Adjustment Time. Sellers Real Estate Taxes for the Current Tax Period borne by Seller and Buyers agree to notify Buyer hereunder and the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of party receiving 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 refund shall promptly deliver the Tax Refund to the other party within thirty (30) days its proportionate share of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from refund for any Taxes during the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;Current Tax Period.

Real Estate Taxes and Assessments. Real estate taxes Landlord and assessments imposed by any Governmental Authority with respect to any Real Property for Tenant each hereby agree that, inasmuch as Tenant will ultimately occupy 100% of the relevant tax year in which Building and the Real Property is being sold and that are not yet due and payable or that have not yet been paid Leased Premises, Tenant shall be prorated responsible, at its sole cost and expense and as Additional Rent, for payment of all of the Adjustment Time based upon real property taxes, or any taxes levied in lieu thereof on or in addition thereto, due to the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt ownership or operation of the actual tax xxxx for the year in which Closing occurs for any Property, if any adjustment is required with respect to the tax proration made as of the Adjustment Time, within thirty (30) days following receipt of such xxxxBuilding, the Sellers Leased Premises and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right Property (but not including any tax levied on the obligation)income of Landlord) levied, after the Closing Date, to continue such protest. In such case, assessed or allocated (including any Taxes paid special assessments created by Buyers after the Closing Date with respect to such Real Property shall be paid under protest and Buyers shall promptly notify Sellers formation 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 a special improvement district or participate created in any suit other manner) for any period included in the Lease Term or other action, and execute any documents reasonably requested by Sellers in connection with extensions thereof. Tenant shall pay all such protest. As taxes directly to any Real Property, any tax savings received (“Tax Refunds”), net of expenses, for the relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund Landlord within thirty (30) days of receipt Landlord's presentation to Tenant of tax bills associated with such Tax Refundtaxes. To For the extent either party obtains tax years in which this Lease commences and terminates, and 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 Tax Refundpro-rata and per diem basis in such proportions as Tenant's tenancy of the Leased Premises bears to 365 days, a portion and in such proportions as Tenant's occupancy of which is owed the Leased Premises bears to the other partyentire Leased Premises. Tenant's pro rata share shall be based upon estimates made by Landlord of projected taxes due for the subject calendar year, on a fair and equitable basis. This paragraph shall not be 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 taxes shall become a lien against the Building, the receiving party shall deliver Leased Premises or the Tax Refund Property. In addition to the other party within thirty (30) days foregoing, Tenant shall have the right to appeal or contest, by way of its receipt. If Buyers or Sellers fail appropriate proceedings, the amount of any taxes payable by Tenant hereunder, and Landlord hereby agrees to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date cooperate in good faith with Tenant in connection with any such amount is due to Sellers appeal or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;contest.

Real Estate Taxes and Assessments. Real Tenant agrees to reimburse Landlord for Tenant's share of all real estate taxes and assessments, both general and 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 imposed by any Governmental Authority 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 Real Property tax year, once determined, is less than the total amount theretofore paid by Tenant for such period, the relevant excess shall be credited on Tenant's next succeeding payment(s) pursuant to this subsection or refunded to the Tenant. If the actual amount of Tenant's share of taxes with respect to any tax year in which year, once determined, shall exceed the Real Property 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 (15) 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 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 being sold and that are not yet due and payable or that have not yet been paid other than the first day of a calendar month, then the first monthly payment shall be prorated as 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 Adjustment Time based upon the most recent ascertainable assessed values and term of this Lease. Nothing herein contained shall be construed to include as a real estate tax rates during such relevant any inheritance, estate, succession, transfer, gift, franchise, corporation, income, net profit tax yearor capital levy that is or may be imposed on Landlord. Following Closing, upon Buyers’ receipt of the actual tax xxxx for the year Notwithstanding anything in which Closing occurs for any Property, if any adjustment is required with respect this Lease to the tax proration made as of contrary, real estate taxes shall be payable by Tenant on a monthly basis only if Landlord is obligated to escrow the Adjustment Timetaxes 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 thirty twenty (3020) days following receipt by Tenant of such xxxxwritten 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 Sellers assessment in installments, and Buyers Tenant shall each, as be responsible for only those installments or parts of installments which are payable for the case may be, pay term of this Lease. There will be no duplication in charges to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid Tenant by Sellers applicable to any period after the Adjustment Time. If, as reason of the Effective Date, Sellers are protesting or have notified Buyers provision in writing that they have elected or may elect this Lease setting forth Tenant's obligation to protest reimburse Landlord for payment of real estate taxes and any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 Real Property shall be paid under protest and Buyers shall promptly notify Sellers other provision 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;Lease.

Real Estate Taxes and Assessments. (i) Real estate taxes and 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 assessments, both general and special that are not yet due and payable or that have not yet been paid to the taxing authority (collectively, the "Tax Expense") shall be prorated as of 11:59 PM on the Adjustment Time 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 most recent ascertainable assessed values and tax rates during actual amount of such relevant tax year. Following Closing, upon Buyers’ receipt of Tax Expense charged and/or Tax Receivables received by the actual tax xxxx parties for the year in which Closing occurs for any Property, if any adjustment is required with respect to or other applicable fiscal period. The parties shall make the tax proration made as of the Adjustment Time, appropriate adjusting payment between them within thirty (30) days following receipt after presentment to Seller of such xxxx, the Sellers Purchaser's calculation and Buyers appropriate back-up information. Purchaser shall each, as the case may be, pay provide Seller with appropriate backup materials related to the other any amount required as a result of such adjustmentcalculation. Sellers shall receive a credit for any Taxes paid by Sellers applicable With respect to any period after the Adjustment Time. If, as portion of the Effective DateProperty that is a separate tax parcel, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have and the right (but not applicable tenant pays the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date Tax Expense with respect to such Real Property parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel 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 relevant tax year under any protest, shall not be prorated between Purchaser and Seller at Closing as such tenant(s) shall be responsible for paying the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of taxing authority for such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed Expense as it becomes due pursuant to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days terms of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;lease.

Real Estate Taxes and Assessments. Real estate taxes and 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 assessments, both general and that are not yet due and payable or that have not yet been paid special (collectively, “Taxes”) shall be prorated as of 12:01 a.m. on the Adjustment Time 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 pay Taxes attributable to the Property to, but not including, the Closing Date (except for those Taxes payable, whether actually paid or unpaid, by tenants for such tenant’s leased premises in accordance with the Leases) and Buyer shall pay all Taxes attributable to the Property on or after the Closing Date. If the Closing occurs prior to the receipt by Seller of the xxxx for Taxes for the calendar year in which the Closing occurs, Taxes shall be prorated on the basis of the last officially certified and available tax duplicate. After receipt of a final xxxx for Taxes, Buyer shall promptly prepare and present to Seller a calculation of the re-proration of such Taxes, based upon the most recent ascertainable assessed values and tax rates during actual amount of such relevant tax year. Following Closing, upon Buyers’ receipt of Taxes charged to or received by the actual tax xxxx parties for the year in which Closing occurs for any Property, if any adjustment is required with respect to or other applicable fiscal period. The parties shall make the tax proration made as of the Adjustment Time, appropriate adjusting payment between them within thirty (30) days following receipt after presentment to Seller of such xxxx, the Sellers Buyer's calculation and Buyers appropriate back-up information. Buyer shall each, as the case may be, pay provide Seller with appropriate backup materials related to the other calculation. Notwithstanding the foregoing, any amount required as a result real estate tax refunds or rebates which apply to periods before the Closing Date shall remain the property of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. IfSeller, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers and Seller shall have the right (but not to file and pursue any appeals attributable to Seller’s period of ownership of the obligation)Property, after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date with respect to tax assessments for the Property. If Seller is successful in any such Real Property tax appeal related to the calendar year in which the Closing occurs, Buyer and Seller shall be paid under protest and Buyers shall promptly notify Sellers of share in the payment cost of any such Taxesappeal 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. Buyers further agree Seller will also calculate and apply to cooperate Tenants’ accounts credits and charges where applicable. Seller will provide copies of this calculation, along with Sellerscopies of the xxxxxxxx, at no cost to Buyers and Buyers shall have no obligation Buyer, along with any balance due to bring or participate Buyer. If Buyer is successful in any suit or other action, and execute any documents reasonably requested by Sellers in connection with such protest. As tax appeal attributable to any Real Seller’s ownership period of the Property, Buyer and Seller shall share in the cost of any tax savings received (“Tax Refunds”)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, net along with copies of expensesthe xxxxxxxx, for the relevant tax year under to Seller, along with any protest, balance due to Seller. All prorations hereunder shall be prorated between the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund made within thirty (30) days after presentment of invoices or receipt of such Tax Refundamounts applicable to this Subsection. 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 amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein This Section 5.3 shall survive the Closing Date;and not be merged therein.

Real Estate Taxes and Assessments. a) Real estate taxes and 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 assessments, both general and special that are not yet due and payable or that have not yet been paid to the taxing authority (collectively, the “Tax Expense”) shall be prorated as of 12:01 AM on the Adjustment Time 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 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 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 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 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 bxxx for the Tax Expense, Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the most recent ascertainable assessed values and tax rates during actual amount of such relevant tax year. Following Closing, upon Buyers’ receipt of Tax Expense charged and/or Tax Receivables received by the actual tax xxxx parties for the year in which Closing occurs for any Property, if any adjustment is required with respect to or other applicable fiscal period. The parties shall make the tax proration made as of the Adjustment Time, appropriate adjusting payment between them within thirty (30) days following receipt after presentment to Seller of such xxxx, the Sellers Buyer's calculation and Buyers appropriate back-up information. Buyer shall each, as the case may be, pay provide Seller with appropriate backup materials related to the other any amount required as a result of such adjustmentcalculation. Sellers shall receive a credit for any Taxes paid by Sellers applicable With respect to any period after the Adjustment Time. If, as portion of the Effective DateProperty that is a separate tax parcel, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have and the right (but not applicable tenant pays the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date Tax Expense with respect to such Real Property parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel 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 relevant tax year under any protest, shall not be prorated between Buyer and Seller at Closing as such tenant(s) shall be responsible for paying the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of taxing authority for such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed Expense as it becomes due pursuant to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days terms of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;lease.

Real Estate Taxes and Assessments. 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 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 that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt of the actual tax xxxx for the year in which Closing occurs for any Property, if any adjustment is required with respect to the tax proration made shall be prorated between Seller and Buyer as of the Adjustment TimeClosing Date, within thirty (30) days following receipt based upon the most recently available real estate tax information; provided, however, that Seller shall pay on or before Closing the full amount of such xxxx, any bonds secured by the Sellers and Buyers shall each, as Real Property or assessments that may be payable after the case may be, pay to the other any amount required as Closing Date that are a result of such adjustmentor relate to the completed construction or operation of any Improvements or any completed public improvements that serve only the Real Property. Sellers shall receive In the event (i) Seller receives any tax refund which includes a credit refund of real property taxes or assessments attributable to the Property for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting on or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), after the Closing Date, Seller agrees to continue such protest. In such case, any Taxes paid by Buyers promptly pay the amount attributable to the period from and after the Closing Date with respect to such 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 SellersBuyer, 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, (ii) Buyer receives any tax savings received (“Tax Refunds”), net refund which includes a refund of expenses, for the relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 real property taxes or assessments distributable 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 amount(s) shall bear interest from the date Property for any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive 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 amount attributable to the period before the Closing Date. The proration shall be based on the most recently issued tax xxxx for the Real Property. If the most recent tax xxxx is not the current tax year, then the parties shall re-prorate them upon receipt of the tax xxxx for the current tax year.

Real Estate Taxes and Assessments. Real 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 imposed (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) the average square footage of floor space actually leased within all buildings within the Mixed-Use Center during any Governmental Authority with respect calendar year; or (11) ninety percent (90%) of the total number square feet of leasable floor areas within in all buildings within the Mixed-Use Center. For each calendar year or portion thereof included in the Term, Landlord may estimate the amount of the Tax Reimbursement. Upon written notice given to any Real Property Tenant, the amount so estimated shall be payable by Tenant in equal monthly installments at the time specified for the relevant tax year in which payment of Base Rent. When the Real actual amount of real estate taxes and assessments against the Property and any improvements thereon is being sold and that are not yet due and payable or that have not yet been paid known, Tenant’s proportionate share thereof shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values recomputed and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt of the actual tax xxxx for the year in which Closing occurs for any Property, if overpayment shall be refunded by Landlord or any adjustment is required with respect to the tax proration made as of the Adjustment Time, underpayment shall be paid by Tenant within thirty (30) days following receipt of such xxxx, the Sellers and Buyers shall each, as the case may be, pay to the other any amount required as a result of such adjustment. Sellers shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have Landlord has notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other Tenant in writing of such adjustments, and the 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 Reimbursement for 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 year shall be without prejudice to the other party, the receiving party shall deliver the Tax Refund right of Landlord 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 furnish later said notice for said period and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;subsequent periods.

Real Estate Taxes and Assessments. a) Real estate taxes and 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 assessments, both general and special that are not yet due and payable or that have not yet been paid to the taxing authority (collectively, the “Tax Expense”) shall be prorated as of 11:59 PM on day prior to the Adjustment Time 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 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 bill for the Tax Expense for the calendar year in which the Closing occurs, the Tax Expense shall be prorated based on 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 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 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 bill for the Tax Expense, Buyer shall promptly prepare and present to Seller a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the most recent ascertainable assessed values and tax rates during actual amount of such relevant tax year. Following Closing, upon Buyers’ receipt of Tax Expense charged and/or Tax Receivables received by the actual tax xxxx parties for the year in which Closing occurs for any Property, if any adjustment is required with respect to or other applicable fiscal period. The parties shall make the tax proration made as of the Adjustment Time, appropriate adjusting payment between them within thirty (30) days following receipt after presentment to Seller of such xxxx, the Sellers Buyer's calculation and Buyers appropriate back-up information. Buyer shall each, as the case may be, pay provide Seller with appropriate backup materials related to the other any amount required as a result of such adjustmentcalculation. Sellers shall receive a credit for any Taxes paid by Sellers applicable With respect to any period after the Adjustment Time. If, as portion of the Effective DateProperty that is a separate tax parcel, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have and the right (but not applicable tenant pays the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date Tax Expense with respect to such Real Property parcel directly to the taxing authority under the terms of its lease, the Tax Expense for that parcel 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 relevant tax year under any protest, shall not be prorated between Buyer and Seller at Closing as such tenant(s) shall be responsible for paying the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of taxing authority for such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed Expense as it becomes due pursuant to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days terms of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;lease.

Real Estate Taxes and Assessments. Real estate taxes and assessments imposed shall be apportioned on the Closing Date except for any portion of such real estate taxes or assessments that is payable directly by any Governmental Authority with respect a tenant to any Real Property the taxing authority, which portion shall not be apportioned between Seller and Buyer. If the tax bxxx for the relevant real estate tax year in which the Real Property is being sold and that are Closing occurs has not yet due and payable been issued on or that have not yet been paid before the Closing Date, the apportionment of taxes shall be prorated as of the Adjustment Time computed based upon the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt of the actual tax xxxx bxxx for the prior period. 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 PropertyProperty (“Tax Proceedings”) have been filed on any Property Owner’s behalf and are pending, if other than as set forth in Exhibit “Q”. Neither party hereto shall agree (or cause any adjustment is required Property Owner to agree) to any settlement or termination of any Tax Proceedings with respect to the tax proration made as year in which the Closing occurs or any prior tax year without the prior written consent of the Adjustment Timeother party, within thirty (30) days following receipt of such xxxxwhich consent shall not be unreasonably withheld, the Sellers and Buyers shall each, as the case may be, pay except to the other extent such settlement or termination is required pursuant to the terms of any amount required as a result Lease. If any refund shall be paid on account of such adjustment. Sellers real estate taxes for the tax year in which the Closing occurs, whether by means of settlement of any Tax Proceedings, or otherwise, then the net refund shall receive a credit for any Taxes paid by Sellers applicable to any period after the Adjustment Time. Ifbe apportioned between Seller and Buyer, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such caseafter deducting therefrom all costs and expenses, any Taxes paid by Buyers after the Closing Date with respect to such 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 Sellersincluding reasonable attorneys’ fees, 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 incurred in connection with such protestTax Proceedings and after payment to tenants of any portion of such refund owed to them under their Leases. As to any Real Property, any Any refund for prior tax savings received (“Tax Refunds”), net of expenses, for the relevant tax year under any protest, years shall be prorated between 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 parties as other, and take such action and execute such documents at or after the date of the Adjustment Time. Sellers and Buyers agree Closing as may be necessary 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 give effect to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days provisions of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;this Section 7(a)(vi).

Real Estate Taxes and Assessments. a) Real estate taxes and 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 assessments, both general and special that are not yet due and payable or that have not yet been paid to the taxing authority (collectively, the “Tax Expense”) shall be prorated as of 12:01 AM on the Adjustment Time 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 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 Buyer shall be responsible for the Tax Expense attributable to the 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 duplicate (“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 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. 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 Buyer shall be entitled to Tax Receivables to the extent they relate to the Tax Expense attributable to the Closing Date or thereafter. 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, Buyer shall promptly prepare and present to Sellers a calculation of the re-proration of the Tax Expense and Tax Receivables, based upon the most recent ascertainable assessed values and tax rates during actual amount of such relevant tax year. Following Closing, upon Buyers’ receipt of Tax Expense charged and/or Tax Receivables received by the actual tax xxxx parties for the year in which Closing occurs for any Property, if any adjustment is required with respect to or other applicable fiscal period. The parties shall make the tax proration made as of the Adjustment Time, appropriate adjusting payment between them within thirty (30) days following receipt after presentment to Sellers of such xxxx, the Sellers Buyer’s calculation and Buyers appropriate back-up information. Buyer shall each, as the case may be, pay provide each Seller with appropriate backup materials related to the other any amount required as a result of such adjustmentcalculation. Sellers shall receive a credit for any Taxes paid by Sellers applicable With respect to any period after portion of any Property that is a separate tax parcel, and the Adjustment Time. If, as of applicable Tenant pays the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the obligation), after the Closing Date, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date Tax Expense with respect to such Real Property parcel directly to the taxing authority under the terms of its Lease, the Tax Expense for that parcel 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 relevant tax year under any protest, shall not be prorated between Buyer and Sellers at Closing as such Tenant(s) shall be responsible for paying the parties as of the Adjustment Time. Sellers and Buyers agree to notify the other in writing of any receipt of a Tax Refund within thirty (30) days of receipt of taxing authority for such Tax Refund. To the extent either party obtains a Tax Refund, a portion of which is owed Expense as it becomes due pursuant to the other party, the receiving party shall deliver the Tax Refund to the other party within thirty (30) days terms of its receipt. If Buyers or Sellers fail to pay such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;Lease.

Real Estate Taxes and Assessments. Real Subject to payment by Tenant, as hereinafter provided, Lessor shall pay all real estate taxes and assessments imposed all installments of assessments, and 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 any Governmental Authority with respect Tenant required hereunder, shall pay to any Real Property 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 relevant tax year in period for which payment is required or for which the Real Property estimate is being sold 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 not yet due and payable on an installment basis by Lessor to the taxing authorities before interest or that have not yet been paid shall be prorated as penalty accrues thereon. However, Lessor reserves the right to estimate Tenant's proportionate share of the Adjustment Time based upon 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 (30) days prior to the most recent ascertainable assessed values date the taxes are due and tax rates during such relevant tax yearpayable on an installment basis by Lessor to the taxing authorities before interest or penalty accrues thereon. Following Closing, upon Buyers’ receipt In the event Lessor exercise its right to estimate Tenant's proportionate share of the actual tax xxxx for the year in which Closing occurs for any Propertytaxes, if any adjustment is required with respect to the tax proration made as of the Adjustment Timeand bills Tenant monthly therefor, within thirty (30) days following after receipt by Lessor of the applicable tax statement, Lessor shall render a billing to Tenant adjusting the estimated payments received to the actual 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. In the event Tenant has underpaid Tenant's proportionate share up to the date of such xxxxbilling, based upon the Sellers and Buyers applicable tax statement, Tenant shall each, as the case may be, pay any shortage to the other any amount required as a result Lessor within ten (10) days after delivery of such adjustment. Sellers billing to Tenant by Lessor; and, correspondingly, Lessor shall receive a credit for any Taxes paid by Sellers applicable refund to any period after Tenant the Adjustment Time. If, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 Real Property shall be paid under protest and Buyers shall promptly notify Sellers of the payment amount of any overpayment within ten (10) days after delivery of such Taxesbilling to Tenant by Lessor, provided, Tenant is not in default under this Lease. 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 expensesThereafter, for the relevant tax year under any protestbalance of the applicable period, the monthly billing by Lessor to Tenant shall be prorated between the parties as based upon Tenant's actual proportionate share of the Adjustment Timeapplicable tax statement to be paid. Sellers In the event the taxing authorities include in such real estate taxes and Buyers agree to notify installments of assessments the other in writing value of any receipt improvements made by Tenant, or of a Tax Refund within thirty (30) days machinery, equipment, fixtures, inventory or other personal property or assets of receipt Tenant, then Tenant shall pay all of the taxes attributable to such Tax Refunditems in addition to its proportionate share of said real estate taxes and installments of assessments. To A photostatic copy of the extent either party obtains a Tax Refund, a portion tax statement received by Lessor and submitted by Lessor to Tenant shall be sufficient evidence of which is owed to the other party, amount of the receiving party shall deliver taxes assessed or levied against the Tax Refund to land and improvements constituting 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 amount(s) shall bear interest from the date any such amount is due to Sellers or BuyersCenter, as applicable, until paid at well as the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;items taxed.

Real Estate Taxes and Assessments. Real Tenant shall pay all real estate taxes taxes, special assessment installments and assessments imposed by other ad valorem governmental charges of any Governmental Authority with respect to any Real Property for the relevant tax year in kind which the Real Property is being sold and that are not yet due and payable or that have not yet been paid shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values and tax rates during such relevant tax year. Following Closing, upon Buyers’ receipt of the actual tax xxxx for the year in which Closing occurs for any Property, if any adjustment is required with respect attributable to the tax proration made as of Building and Premises during the Adjustment Time, within thirty Term (30) days following receipt of such xxxxor any renewal term)(collectively, the Sellers "Taxes"). Landlord shall forward to Tenant all bills and Buyers notices regarding the Taxes upon receipt. Landlord agrees that Tenant may request the taxing 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. Tenant shall each, as the case may be, pay all such Taxes prior to the other any amount required as a result penalty date and shall forward to Landlord documentation evidencing the payment of such adjustmentall Taxes. Sellers shall receive a credit for In the event Tenant fails to pay any Taxes paid by Sellers applicable to any period after the Adjustment Time. Ifpenalty date, as of the Effective Date, Sellers are protesting or have notified Buyers in writing that they have elected or may elect to protest any Taxes for a Real Property, then Buyers agree that Sellers Landlord shall have the right (option, but not the obligation), after the Closing Datewithout limiting Landlord's remedies hereunder, to continue such protest. In such case, any Taxes paid by Buyers after the Closing Date with respect to such 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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(sTaxes and demand Tenant immediately reimburse Landlord the amount of said Taxes, any applicable interest or penalties applied by the taxing body, and additional interest at the rate of ten (10) percent per annum until reimbursement. In addition, Tenant shall be responsible for paying any personal property taxes levied against Tenant's personal property, equipment and trade fixtures located within the 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 franchise, income, profit or other tax shall be deemed to be Taxes for the foregoing purposes to the other as extent, and when dueonly to the extent, that such amount(s) altered or new Taxes replace or are in lieu of 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 bear 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 from in the date any Premises or on account of the receipt by Landlord of the Base Rent hereunder unless such amount tax is due in partial or complete substitution for the ad valorem taxes against the Premises which Tenant has agreed to Sellers or Buyers, as applicable, until paid at pay under the lesser first sentence of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;this

Real Estate Taxes and Assessments. Real Tenant shall be solely responsible for paying in a timely manner all real estate taxes and assessments imposed by any Governmental Authority due or accruing with respect to the Lease Premises during the Initial Term of the Lease and any Real Property extension thereof. Payment relating to such taxes shall be payable in advance monthly to Landlord on the first day of each month of the Initial Term and prorated for each partial month thereof. Landlord shall hold such payment in escrow for Tenant paying the relevant tax year in which taxes on behalf of Tenant from such sums when due. In the Real Property event a payment hereunder is being sold and that are not yet due and payable or that the final real property taxes and assessments (“Tax Xxxx”) have not yet been paid determined by 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 recalculation 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 receipt of said Tax Xxxx. Payments due thereafter shall be prorated as of the Adjustment Time based upon the most recent ascertainable assessed values Tax Xxxx received by Landlord with relation to the Leased Premises and tax rates during such relevant tax yearre-computed employing the same process as described above. Following ClosingIn the event of an extension of this Lease the payments due hereunder shall be payable in the same manner as described above. Landlord, upon Buyers’ receipt Tenant’s request, shall deliver to Tenant a copy of such Tax Xxxx or assessments made against the actual tax xxxx for the year in which Closing occurs for any Property, if any adjustment is required with respect Leased Premises. In addition to the tax proration made as of the Adjustment Timeforegoing payments, within thirty (30) days following receipt of such xxxx, the Sellers and Buyers Tenant shall each, as the case may be, pay to Landlord any interest and penalties lawfully imposed by the other any amount required taxing authority as a result of Tenant's late payment of the forgoing obligation and a late fee to Landlord equal to Ten Dollars ($10.00) per day for each day any such adjustment. Sellers shall receive a credit for any Taxes paid payment is received by Sellers applicable to any period Landlord after the Adjustment Timedue date thereof. If, as of the Effective Date, Sellers The above payments are protesting or have notified Buyers in writing that they have elected or may elect considered a reimbursement to protest any Taxes for a Real Property, then Buyers agree that Sellers shall have the right (but not the 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 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 relevant tax year under any protest, shall be prorated between the parties as of the Adjustment Time. Sellers and 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 receiptLandlord. If Buyers or Sellers fail it is determined such payments are subject to Florida Sales and Use Tax, Tenant shall also pay to Landlord the appropriate sales tax on each such amount(s) to the other as and when due, such amount(s) shall bear interest from the date any such amount is due to Sellers or Buyers, as applicable, until paid at the lesser of (a) twelve percent (12%) per annum and (b) the maximum amount permitted by Law. The obligations set forth herein shall survive the Closing Date;payment.