Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 3 contracts
Sources: Lease Agreement (Sanfilippo John B & Son Inc), Lease Agreement (Sanfilippo John B & Son Inc), Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Landlord and Tenant shall cooperate with each other to cause the appropriate taxing authorities to deliver directly to Tenant all statements and invoices for Impositions, effective as of the Effective Date. Tenant shall pay to Landlord as additional rent an amount equal to before any fine, penalty, interest, or cost may be added thereto for the nonpayment thereof, all general real estate taxes estate, municipal utility district and special other similar taxes, assessments, if anyad valorem taxes, levied water and sewer charges, sales tax on Rent, all gross receipts or “margin” tax assessed against the PremisesLandlord with respect to, or that is attributable to, Rent, vault charges, license and permit fees, dues or assessments, general or special of any part thereofassociation to which the Premises is subject and other governmental levies and charges, general and special, ordinary, and extraordinary, unforeseen as well as foreseen, of any kind and nature (collectively, “Impositions”) which accrue may be charged, assessed, levied, imposed upon or become due and payable, during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord if, by Law, any Imposition is payable or at the option of the taxpayer may be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), Tenant may pay all the same (and any accrued interest on the unpaid balance) in installments and shall be required to pay only such tax bills prior to installments as may become due during the Term as the same respectively become due and before any fine, penalty, interest, or cost may be added thereto for nonpayment thereof. If the Term commences on a day other than January 1 or expires on a date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Termother than December 31, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth only be liable for the Impositions accruing during the Term (1/12th) of such that the prior years real estate tax bills. Said real estate tax payments same shall be reconciled upon receipt of the second installment real estate tax bills prorated between Landlord and Tenant for each year of the Lease Termsuch calendar year). If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunderbenefit of any abatements or reduction of any Impositions during the Term and, orin all events, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount be entitled to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes tax incentives, rebates, discounts or other similar payments or inducements which Tenant may negotiate for and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon receive (even though allocable to the Premises, or ) from any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, governmental authority with regard to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property location of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in business on the Premises or any leasehold improvements made in otherwise. All reductions, refunds, or rebates of Impositions applicable to the Premises by or for Term shall belong to Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Asbury Automotive Group Inc), Asset Purchase Agreement (Asbury Automotive Group Inc)
Impositions. Tenant Subject to Article 11 relating to contests, Lessee, at Lessee’s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. An official certificate or statement issued or given by any sovereign or governmental authority or agency, or any public utility, showing the existence of any Imposition, or interest or penalties thereof, the payment of which is the obligation of Lessee as provided herein, shall be prima facia evidence for all purposes of this Lease of the existence, amount and validity of such Imposition. Upon the occurrence and continuance of an event of default, at the option of Lessor, which may be exercised by written notice to Lessee, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by Lessor. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 2 contracts
Sources: Lease (Atlantic Express Transportation Corp), Lease (Atlantic Express Transportation Corp)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant's right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against 35 partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord's failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other bill ▇▇▇ated to any such Real Estate Tax received by Landlord or (b) Landlord's failure to timely pay any such Real Estate Tax after it has timely received Tenant's or Depository's payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord's failure to remit any such Imposition in an amount equal accordance with Tenant's reasonable instructions or Landlord's failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other bill ▇▇▇ated to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord's prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. Tenant shall (a) Borrower will pay to Landlord as additional rent an amount equal to all general real estate taxes each Imposition at least 15 days before the date (the “Imposition Penalty Date”) that is the earlier of (i) the date on which the Imposition becomes delinquent and special assessments(ii) the date on which any penalty, interest or charge for non-payment of the Imposition accrues. Notwithstanding the foregoing, Lender will cause the Accumulations Depositary (i.e. the pledge agent), if any, levied against under the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall Tax Pledge to pay all such tax bills Real Estate Taxes (i.e. all “Taxes” as defined in the Tax Pledge) on or prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During earlier of the Lease Term, Tenant shall pay to Landlord monthly deposits dates set forth in an amount equal to one twelfth clauses (1/12thi) and (ii) of the prior years real estate tax bills. Said real estate tax preceding sentence, provided that (A) without limiting any other provisions set forth herein, Borrower has timely paid to said pledge agent for deposit in the account established under the Tax Pledge sufficient funds for the payment of such Real Estate Taxes (and any other Real Estate Taxes then due and owing any other “Tax Authority”, as defined in the Tax Pledge) and all fees and other amounts that may then be due under the Tax Pledge (it being acknowledged and agreed that the reference set forth in this clause (A) to “timely paid” shall mean that Borrower has made such payments shall be reconciled upon receipt to said pledge agent for deposit in such account at least 15 days before the Imposition Penalty Date), (B) in accordance with the terms of the second installment real estate tax bills for Tax Pledge, Lender or said pledge agent has received a bill or other evidence of such Real Estate Taxes not less than 15 Business Days before the Imposition Penalty Date and (C) no Event of Default has occurred and is then continuing (the conditions set forth in clauses (A)-(C), collectively, the “Payment Conditions Precedent”). In the event each year of the Lease Term. If Payment Conditions Precedent has been satisfied in a timely manner and the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled pledge agent fails to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, applicable Real Estate Taxes on or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement Imposition Penalty Date, Lender (without waiving any rights Lender may have against such pledge agent) shall cause such Real Estate Taxes to be paid and shall hold Borrower harmless from any penalties that may accrue as a result of any such non-payment or late payment (provided that Borrower shall promptly advise Lender in writing of any notice of non-payment or late payment that Borrower may receive from the Lease Term. In additionapplicable Tax Authority).
(b) At least 10 days before each Imposition Penalty Date, Tenant Borrower will deliver (or cause to be delivered) to Lender or its designated agent a receipted bill or other evidence of payment (provided that Borrower shall be deemed to have satisfied such requirement in the event and to the extent the applicable governmental authority shall have delivered such receipted bill or other evidence of payment to Lender or such designated agent).
(c) Borrower, at its own expense, may contest any Taxes or Assessments, provided that the following conditions are met:
(i) not less than five (5) 30 days prior to the due date pay as additional rent any and all special taxes and assessmentsImposition Penalty Date, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required Borrower delivers to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment Lender notice of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; proposed contest;
(ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy contest is by Tenant of the Premises or any portion thereof; or a Proceeding promptly initiated and conducted diligently and in good faith;
(iii) levied upon this transaction there is no Event of Default;
(iv) the Proceeding suspends the collection of the contested Taxes or Assessments;
(v) the Proceeding is permitted under and is conducted in accordance with the Leases and the Property Documents;
(vi) the Proceeding precludes imposition of criminal or civil penalties and sale or forfeiture of the Property and Lender will not be subject to any document civil suit; and
(vii) Borrower either deposits with the Accumulations Depositary reserves or furnishes a bond or other security satisfactory to which Tenant is a party creating Lender, in either case in an amount sufficient to pay the contested Taxes or transferring any Assessments, together with all interest and penalties or an estate in Borrower pays all of the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofcontested Taxes or Assessments under protest.
Appears in 1 contract
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, . Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
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Impositions. Tenant shall Borrower will pay or cause to Landlord as additional rent an amount equal to be paid all general real estate taxes and special assessmentstaxes, if anyinsurance premiums, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all sewer rates, ground rents, fees and other impositionscharges (collectively, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”) that at any time may be assessed, levied, confirmed or imposed or that may become a Lien upon the Collateral, or any portion thereof, or that are payable with respect thereto, prior to delinquency, before any fine, penalty or interest may be added for non‑payment and before the commencement of any action to foreclose any Lien against all or any portion of the Collateral with respect thereto. Borrower will deliver to Lender, upon request, copies of official receipts or other satisfactory proof evidencing such payments. Borrower shall not be entitled to any credit against the Secured Obligations by reason of the payment of any Imposition. Upon the occurrence of an Event of Default (hereinafter defined). Tenant , and at ▇▇▇▇▇▇'s sole option at any time thereafter, Borrower shall provide Landlord evidence of pay in addition to each monthly payment under the Note, one-twelfth of the Impositions within three payable during each year (3as estimated by ▇▇▇▇▇▇ in its sole discretion), to be held by Lender without interest to Borrower, for the payment of such obligations. If the amount of such additional payments held by Lender (the “Funds”) days at the time of Landlord’s request thereforthe annual accounting thereof shall exceed the amount deemed necessary by Lender to provide for the payment of Impositions as they fall due, such excess shall be at Borrower's option, either repaid to Borrower or credited to Borrower on the next monthly installment or installments of Funds due. If at any time during the term amount of this Lease the method of taxation prevailing Funds held by Lender shall be less than the amount deemed necessary by Lender to pay Impositions as they fall due, Borrower shall pay to Lender any amount necessary to make up the deficiency within 30 days after notice from Lender to Borrower requesting payment thereof. Lender may apply, in any amount and in any order as Lender shall determine in ▇▇▇▇▇▇'s sole discretion, any Funds held by ▇▇▇▇▇▇ at the commencement time of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto application (i) levied against, upon, measured by to pay Impositions which are now or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises will hereafter become due or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to as a credit against the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant Secured Obligations. Upon payment in full of the Premises or Secured Obligations, Lender shall refund to Borrower any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand Funds held by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofLender.
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Impositions. Tenant All payments to be made by Borrower under the Receivables Loan Documents shall be free of expense to Lender and to FPSI with respect to the amount of any Impositions, all of which Impositions Borrower assumes and shall pay when due pursuant to Landlord as additional rent an amount equal to the laws of each of Mexico and the United States of America, and in all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills events prior to the due date thereofon which penalties apply, subject in addition to receiving reimbursement from Tenant the other payments provided for in the Receivables Loan Documents to be made by it. Borrower's Obligation to pay Impositions shall likewise include the Obligation to pay any increase to Lender or FPSI in tax imposed by Mexico or the United States of America (or any political subdivisions of either) as provided hereina result of inclusion in income of Lender of any amount required by this paragraph 6.1(g) to be paid to or for Lender or FPSI. During In that regard, but without limiting the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) generality of the prior years real estate tax bills. Said real estate tax payments foregoing, the Basic Interest, the Default Rate, the Receivables Loan Fee, the Custodial Fee, the Availability Fee, any prepayment premiums and any other amounts payable under the Receivables Loan Documents on which Impositions may be imposed shall be reconciled upon receipt "grossed up" by any such Impositions which may be imposed, in the way of withholding payments or otherwise, so that after taking into account the second installment real estate tax bills for each year payment of such Impositions, Lender and FPSI receive, at the Lease Termtimes and frequencies required under the Receivables Loan Documents, the same amount of interest and other amounts as it would receive had such Impositions not been imposed. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant Borrower shall pay promptly make such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior withholding payments to the commencement Mexican and United States of America taxing authorities, shall obtain receipts from such authorities as to the Lease Term. In additionmaking of such withholding payments, Tenant shall not less than supply Lender with true and correct copies of such receipts within five (5) days prior to the due date pay as additional rent any Business Days following receipt thereof and all special taxes and assessments, water rates and shall in all other impositions, ordinary respects comply with all applicable Mexican and extraordinary, United States of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or America tax laws with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant making of such Imposition payments. FPSI is hereby expressly made a third-party beneficiary of the Premises or any portion thereof; or (iii) levied upon provisions of this transaction or any document paragraph and shall have the right to which Tenant is enforce this paragraph against Borrower in the same manner as if FPSI were a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofto this Agreement.
Appears in 1 contract
Sources: Loan and Security Agreement (Cr Resorts Capital S De R L De C V)
Impositions. (a) Subject to Article XII relating to permitted contests, Tenant shall pay pay, or cause to be paid, all Impositions before any fine, penalty, interest or cost may be added for non-payment. Tenant shall make such payments directly to the taxing authorities where feasible, and promptly furnish to Landlord as additional rent an amount equal copies of official receipts or other satisfactory proof evidencing such payments. Tenant’s obligation to all general real estate taxes and special assessments, if any, levied against pay Impositions shall be absolutely fixed upon the Premises, date such Impositions become a lien upon the Leased Property or any part thereofthereof subject to Article XII. If any Imposition may, which at the option of the taxpayer, lawfully be paid in installments, whether or not interest shall accrue during on the Lease Termunpaid balance of such Imposition, including Tenant may pay the same, and any accrued interest on the unpaid balance of such taxes which accrue during Imposition, in installments as the Lease Term but same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. For the avoidance of doubt, ▇▇▇▇▇▇ shall be responsible for the payment of all Impositions that are due and payable after the expiration as of the Lease Term; providedCommencement Date (regardless as to whether such Impositions are attributable to a period preceding the Commencement Date).
(a) Landlord or GLP shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to Landlord’s net income, howevergross receipts, that franchise taxes and taxes on its capital stock and any other returns required to be filed by or in the name of Landlord (the “Landlord Tax Returns”), and Tenant or Tenant’s Parent shall pay prepare and file all such other tax bills returns and reports as may be required by Legal Requirements with respect to or relating to the Leased Property (including all Capital Improvements), and Tenant’s Property.
(b) Any refund due from any taxing authority in respect of any Imposition paid by or on behalf of Tenant or ▇▇▇▇▇▇’s Affiliates, including prior to the due date thereofmerger effected pursuant to the Merger Agreement, subject shall be paid over to receiving reimbursement from or retained by Tenant. |US-DOCS\126208570.12||
(c) Landlord and Tenant shall, upon request of the other, provide such data as provided hereinis maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. During the If any property covered by this Master Lease Termis classified as personal property for tax purposes, Tenant shall pay file all personal property tax returns in such jurisdictions where it must legally so file. Landlord, to the extent it possesses the same, and ▇▇▇▇▇▇, to the extent it possesses the same, shall provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property so classified as personal property. Where Landlord is legally required to file personal property tax returns, Tenant shall be provided with copies of assessment notices indicating a value in excess of the reported value in sufficient time for Tenant to file a protest.
(d) Billings for reimbursement by Tenant to Landlord monthly deposits of personal property or real property taxes and any taxes due under the Landlord Tax Returns, if and to the extent Tenant is responsible for such taxes under the terms of this Section 4.1, shall be accompanied by copies of a bill therefor and payments thereof which identify the personal property or real property or other tax obligations of Landlord with respect to which such payments are made.
(e) Impositions imposed or assessed in an amount equal to one twelfth (1/12th) respect of the prior years real estate tax bills. Said real estate tax payments tax-fiscal period during which the Term terminates shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Termadjusted and prorated between Landlord and Tenant, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued Imposition is imposed or assessed before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositionstermination, and Tenant shall ▇▇▇▇▇▇’s obligation to pay and discharge the same as herein provided its prorated share thereof in respect of a tax-fiscal period during the payment Term shall survive such termination. Landlord will not voluntarily enter into agreements that will result in additional Impositions without Tenant’s consent, which shall not be unreasonably withheld (it being understood that it shall not be reasonable to withhold consent to customary additional Impositions that other property owners of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition properties similar to the taxes described above, Tenant shall be responsible for and shall pay prior Leased Property customarily consent to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made ordinary course of business); provided Tenant is given reasonable opportunity to participate in or to the Premises by or for Tenant, regardless of whether title process leading to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofagreement.
Appears in 1 contract
Impositions. Tenant (a) Borrower shall pay and discharge all Impositions prior to Landlord as additional rent delinquency and shall provide to Lender validated receipts or other evidence satisfactory to Lender showing the payment of such Impositions within fifteen (15) days after the same would otherwise have become delinquent. Borrower's obligation to pay Impositions pursuant to this Agreement shall include, to the extent permitted by applicable law, taxes resulting from future changes in law which impose upon Lender an amount equal obligation to all general real estate pay any property taxes and special assessmentsor other Impositions or which otherwise adversely affect Lender's interests. Should Borrower default in the payment of any Impositions, if any, levied against the Premises, Lender may (but shall not be obligated to) pay such Impositions or any part thereofportion thereof and Borrower shall reimburse Lender within five (5) days after demand for all such Advances.
(b) Borrower shall not be required to pay, discharge or remove any Imposition so long as Borrower contests in good faith such Imposition or the validity, applicability or amount thereof by an appropriate legal proceeding which accrue during operates to prevent the Lease Term, including collection of such taxes which accrue during amounts and the Lease Term but are due and payable after the expiration sale of the Lease TermMortgaged Property or any portion thereof; provided, however, that Landlord shall pay all such tax bills contest will not result in a sale of the Mortgaged Property and prior to the due date thereofon which such Imposition would otherwise have become delinquent Borrower shall have: (i) given Lender prior notice of such contest; and (ii) deposited with Lender, subject and shall deposit such additional amounts as are necessary to receiving reimbursement from Tenant as provided herein. During the Lease Termkeep on deposit at all times, Tenant shall pay to Landlord monthly deposits in an amount equal to at least one twelfth hundred ten percent (1/12th110%) of the total of: (A) the balance of such Imposition then remaining unpaid; and (B) all interest, penalties, costs and charges accrued or accumulated thereon. Any such contest shall be prosecuted with due diligence, and Borrower shall promptly pay the amount of such Imposition as finally determined, together with all interest, penalties, costs and charges payable in connection therewith. Lender shall have full power and authority to apply any amount deposited with Lender under this Subsection 5.3(b) to the payment of any unpaid Imposition to prevent the sale of or forfeiture of the Mortgaged Property (or any portion thereof) for non-payment thereof. Lender shall have no liability, however, for failure to so apply any amount deposited unless Borrower requests the application of such amount to the payment of the particular Imposition for which such amount was deposited. Any surplus retained by Lender after payment of the Imposition for which a deposit was made shall be repaid to Borrower unless an Event of Default shall have occurred and be continuing, in which case said surplus may be retained by Lender to be applied to the Indebtedness. Notwithstanding any provision of this Subsection 5.3(b) to the contrary, Borrower shall pay any Imposition which it might otherwise be entitled to contest if, in the reasonable opinion of Lender, failure to pay will result in the Mortgaged Property (or any portion thereof) being in jeopardy or danger of being forfeited or sold by foreclosure and as long as there is no continuing Event of Default, Lender shall make any amount deposited with Lender available to Borrower for such purpose. If Borrower refuses to pay any such Imposition, Lender may (but shall not be obligated to) make such payment and Borrower shall reimburse Lender on demand for all such Advances (to the extent not previously deposited with Lender as provided above). Additionally, in such event, if Lender is prevented by law or judicial or administrative order from paying such Imposition, then upon ninety (90) days prior years written notice to Borrower, Lender, at its option, may declare the entire Indebtedness immediately due and payable.
(c) Subject to Subsection 5.3(d), commencing on the due date of the first monthly installment under the Note following delivery to Borrower of a Real Estate Tax Notice, Borrower shall deposit with Lender, monthly, on the due date of each monthly installment under the Note, 1/12th of the annual charges (as estimated by Lender) for real estate taxes and all general and special assessments, levies and other items reflected in any real estate tax bills. Said real estate tax payments shall be reconciled b▇▇▇ (collectively, "Real Estate Taxes") imposed upon receipt the Mortgaged Property, and, if required by Lender, 1/12th of the second installment real estate tax bills annual charges for each year rent (if Borrower is lessee of an interest in any of the Lease TermMortgaged Property) with respect to the Mortgaged Property. If the required by Lender, Borrower shall also deposit with Lender, simultaneously with such monthly deposits, a sum of money which together with such monthly deposits made by Tenant are less than will be sufficient to make the actual tax bills for any year payment of the Lease Term, then Tenant shall pay each such deficiency within fourteen charge at least thirty (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (530) days prior to its delinquency date. Should such charges not be ascertainable at the due date pay time any deposit is required to be made, the deposit shall be made on the basis of the charges for the prior year or payment period, as additional rent reasonably estimated by Lender. When the charges are fixed for the then current year or period, Borrower shall deposit any and all special taxes and assessmentsdeficiency on demand and, water rates and all other impositionsprovided that there is no continuing Event of Default, ordinary and extraordinaryany surplus shall, at Lender's election, be refunded to Borrower or credited to each of every kind and nature whatsoeverthe next succeeding deposits for Real Estate Taxes required hereunder until such surplus is exhausted. All funds deposited with Lender shall be held without interest (unless the payment of interest thereon is required under applicable law), which accrue or may be leviedcommingled with Lender's other funds, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord and shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of applied in payment of the Impositions within three (3) days foregoing charges prior to their delinquency date provided that no Event of Landlord’s request thereforDefault shall have occurred. If at any time during Should an Event of Default occur, the term of this Lease the method of taxation prevailing at the commencement funds so deposited may be applied in payment of the term hereof charges for which such funds shall be altered so that any new tax, assessment, levy, imposition have been deposited or charge, to the payment of the Indebtedness or any part thereofother charges affecting the Mortgaged Property, shall be measured by or be based as Lender in whole or in part upon the Lease or Premisesits sole discretion may determine, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all but no such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, application shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property have been made by operation of Landlord subject to such Impositions, and Tenant shall pay and discharge the same law or otherwise until actually made by Lender as herein provided in respect provided. Unless the deposit of Real Estate Taxes has been waived pursuant to Subsection 5.3(d), Borrower shall provide Lender with bills and all other documents necessary for the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition the foregoing charges at least 15 days prior to their delinquency date.
(d) Notwithstanding anything to the taxes described abovecontrary contained in Section 5.3(c), Tenant Lender agrees that Borrower shall not be responsible for and shall required to make the deposits required under Subsection 5.3(c) above to pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation Real Estate Taxes as long as each of the parties hereto following terms and conditions continue to be satisfied, as determined by Lender in its sole and absolute discretion:
(i) levied againstSubject to Borrower's right to contest provided in Section 5.3(b), upon, measured by Borrower timely and fully pays all Real Estate Taxes on or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in affecting the Premises Mortgaged Property on or any leasehold improvements made in or prior to the Premises by or for Tenant, regardless of whether title to such improvements shall last date when said Real Estate Taxes may be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value paid without payment of any of the foregoing; interest, late fee or penalty.
(ii) levied upon or with respect to No Event of Default exists under the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or Loan Documents.
(iii) levied upon this transaction or any document to which Tenant is a party creating or transferring No transfer of any interest or an estate in the PremisesMortgaged Property has occurred, other than as expressly permitted by the terms of the Loan Documents.
(iv) There does not exist any financing in violation of the terms of the Loan Documents. Upon demand by LandlordIn the event that any one or more of the above requirements are not satisfied, Tenant after notice from Lender (an "Real Estate Tax Notice"), Borrower shall furnish Landlord satisfactory evidence commence making the deposits for Real Estate Taxes pursuant to the terms of payment thereofSubsection 5.3(c) above and shall continue to make such deposits for the remainder of the Loan term notwithstanding the cure or satisfaction of any or all of said requirements. The terms of this Subsection 5.3(d) shall be only for the benefit of the original Borrower named on page one of this Agreement and shall not be applicable to any other subsequent Borrower. In the event of a transfer of the Mortgaged Property pursuant to Section 8.3, or a transfer of title to the Mortgaged Property in violation of the Loan Documents, this Subsection 5.3(d) shall immediately become null and void and an immediate initial escrow deposit (sufficient to meet upcoming obligations in Lender's judgment) and subsequent monthly impounds for Impositions shall be required pursuant to Subsection 5.3(c) above.
Appears in 1 contract
Sources: Loan Agreement (Douglas Emmett Inc)
Impositions. Tenant shall pay or cause to Landlord as additional rent an amount equal be paid Tenant's Proportionate Share of the Impositions attributable to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue period during the Lease TermTerm before any fine, including such taxes which accrue during the Lease Term but are due and payable penalty, interest or cost (other than any opportunity cost as a result of a failure to take advantage of any discount for early payment) may be added for nonpayment. Within thirty (30) days after the expiration receipt of written Notice of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to amount of Tenant's Proportionate Share of the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease TermImpositions, Tenant shall pay such amount to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax billsLandlord. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereofits expense, to the extent that they are so measured required or basedpermitted by Legal Requirements, shall be deemed prepare and file all tax returns required to be included within the term Impositions for the purposes hereoffiled by Landlord, and Tenant, at its expense, to the extent that such Impositions would required or permitted by Legal Requirements, shall prepare and file all tax returns and reports required to be payable if the Premises were the only property of Landlord subject to such Impositions, and filed by Tenant shall pay and discharge the same as herein provided in respect of the payment any Imposition as may be required by any Government Agency. Provided that no Default or Event of Impositions. There Default shall have occurred and be continuing, if any refund shall be excluded due from Impositions all federal or state income taxesany taxing authority in respect of any Imposition paid by Tenant, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes Tenant's Proportionate Share of Landlord. In addition to the taxes described above, Tenant such refund shall be responsible for and shall pay prior paid over to delinquency any and all taxes, whether or not customary or now within the contemplation Tenant. Upon request of the parties hereto (i) levied againstother, upon, measured Landlord and Tenant each shall provide such data as is maintained by or reasonably attributable the party to Tenant’s equipment, furniture, fixtures and other personal property located in whom the Premises or any leasehold improvements request is made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possessionLeased Premises as may be necessary to prepare any required returns and reports. In the event that Government Agencies classify any portion of the Leased Premises covered by this Lease as personal property, leasingTenant shall file all personal property tax returns in such jurisdictions where it may legally be required to so file. Upon request, operationeach party shall provide, managementto the extent it possesses the same, maintenancethe other with cost and depreciation records necessary for filing returns for any portion of the Leased Premises so classified as personal property. Landlord shall use its best efforts to give prompt Notice to Tenant of all Impositions payable by Tenant hereunder of which Landlord at any time has knowledge; PROVIDED, alterationHOWEVER, repairthat Landlord's failure to give any such Notice shall in no way diminish Tenant's obligation hereunder to pay such Impositions. Notwithstanding the provisions of this Section, use in the event that Landlord, in its sole discretion, determines that it will deliver payment of any Impositions referred to in this Section to the appropriate taxing or occupancy by Government Agencies, then, in such event, Landlord agrees to notify Tenant of the Premises delivery of payment of said Impositions by Landlord to the appropriate taxing or Government Agencies and the amount of Tenant's Proportionate Share of such Impositions so paid by Landlord to the appropriate taxing or Government Agencies, and the amount of Tenant's Proportionate Share of such Impositions paid by Landlord on account of said Impositions thereafter shall be reimbursed and paid by Tenant to Landlord on the next succeeding Minimum Rent payment date and shall be added to the next or any portion thereof; subsequent rent thereafter to become due as Landlord elects and shall be collectible as such as Additional Rent. It is understood and agreed by Landlord and Tenant that notwithstanding Landlord's determination pursuant to this Section to deliver the payment of said Impositions to the appropriate taxing or (iii) levied upon Government Agencies, that the obligation to pay Tenant's Proportionate Share of said Impositions during the Term of this transaction Lease shall be the obligation of Tenant hereunder at all times whether said Impositions shall be paid by Tenant directly to Landlord or reimbursed to Landlord as stipulated herein if Landlord so elects. Furthermore, it expressly is understood that payment by Landlord of any document said Impositions, whether pursuant to which Tenant is a party creating this Section or transferring any interest or an estate in the Premises. Upon demand by LandlordEvent of Default hereunder, shall not be deemed to waive or release the obligation of Tenant shall furnish to make payment for said Impositions or to waive or release any rights of Landlord satisfactory evidence of payment thereofhereunder.
Appears in 1 contract
Sources: Training Center and Fractional Ownership Agreement (Training Devices International Inc)
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord (a) Borrower shall pay all Impositions before the same become delinquent and, upon written request, shall furnish to Lender duplicate receipts for such tax bills prior payment. Unless Lender has paid such Impositions directly on Borrower's behalf, Borrower shall furnish to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant Lender evidence that all Impositions are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than paid at least five (5) days Business Days prior to the due last date pay as additional rent for payment of such Impositions and before imposition of any penalty or accrual of interest.
(b) Notwithstanding the foregoing, Borrower may, in good faith, with reasonable diligence and at Borrower's sole cost and expense, contest the validity or amount of any Impositions, provided that:
(i) Such contest prevents the collection of the Contested Taxes and the sale or forfeiture of all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required of the Property to pay, accruing or becoming due and payable during satisfy the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three Contested Taxes; and
(3ii) days Borrower notifies Lender in writing of Landlord’s request therefor. If at Borrower's intent to contest before any time during Contested Taxes have been increased by any interest, penalties or other costs; and
(iii) Borrower has deposited with Lender to be held by Lender, together with the term sums provided in subsection (c) below, a sum of this Lease money which taken with the method of taxation prevailing at deposits already held by Lender pursuant to subsection (c) below is sufficient in Lender's judgment to pay the commencement amount of the term hereof Contested Taxes, including interest and penalties, and Borrower shall be altered so that any new tax, assessment, levy, imposition or chargeincrease such deposits upon demand by Lender whenever Lender deems such additional deposit necessary to cover the cost of additional interest and penalties.
(c) If Borrower fails to pursue the proceeding for the Contested Taxes with reasonable diligence, or any part thereofif Borrower fails to deliver to Lender the additional deposits required in this subsection (c), shall be measured by or be based in whole or in part upon the Lease or PremisesLender may, or the Base Rentat Lender's option, apply such additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, deposits to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied of the Contested Taxes, including all penalties and interest. If the amount of the additional deposits is insufficient to pay the Contested Taxes together with all interest and penalties, Borrower shall upon this transaction or any document demand deposit an amount sufficient to which Tenant is make such payment of the Contested Taxes in full. Provided no Event of Default then exists and Borrower has notified Lender in writing that Borrower has obtained a party creating or transferring any interest or final disposition of the Contested Taxes, together with an estate official tax ▇▇▇▇ for such Contested Taxes, Lender shall use the funds on deposit with Lender, together with the Monthly Tax Deposits relating to such Contested Taxes, to pay the Contested Taxes in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoffull.
Appears in 1 contract
Sources: Loan and Security Agreement (Stratus Properties Inc)
Impositions. Tenant shall shall, within thirty (30) days after notice from Landlord, pay to Landlord as additional rent an amount equal to Tenant's Pro Rata Share of all general real estate taxes and special taxes, sales taxes, assessments, if anywater and sewer rates, levied against the Premisesrents or charges, use or occupancy taxes, vault charges, license or permit fees and any part thereofother governmental levies or charges, general or special, ordinary or extraordinary, foreseen or unforeseen, of any kind and nature whatsoever (said taxes, assessments, water and sewer rates or charges, vault charges, license or permit fees and other governmental levies or charges being hereinafter referred to as "IMPOSITION"), which accrue are assessed, levied, confirmed, imposed or become a lien upon the Land and Building or become payable, during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration term of the Lease Termthis Lease; provided, however, that Landlord shall pay all that, if by law any such tax bills prior to Imposition is payable or may at the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen paid in installments (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes Imposition), Tenant may pay the same (and any accrued before or after interest on the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year unpaid balance of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord such Imposition) in installments and shall pay only such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills installments as may become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of same respectively become due and before any fine, penalty, interest or cost may be added thereto for the non-payment of any such installment and interest; and provided further, that any Imposition relating to a fiscal period which is included within the Impositions within three term of this Lease and a part of which is included in a period of time after the expiration of the term of this Lease, other than a termination of this Lease pursuant to ARTICLE 17 shall (3) days of Landlord’s request therefor. If at any time whether or not such Imposition shall be assessed, levied, confirmed, imposed or become a lien upon the Demised Premises, or shall become payable, during the term of this Lease Lease) be adjusted between Landlord and Tenant as of the method of taxation prevailing at the commencement expiration of the term hereof shall be altered of this Lease, so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay that portion of such Imposition which that part of such fiscal period included in the period of time after the expiration of this Lease bears to such fiscal period and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and Landlord shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment remainder thereof.
Appears in 1 contract
Impositions. Tenant Subject to Article 11 relating to contests, ▇▇▇▇▇▇, at ▇▇▇▇▇▇'s expense, shall bear, pay and discharge all Impositions at least twenty days prior to the last day upon which the same may be paid without any interest, penalty, fine or cost being added for the late payment thereof, and shall furnish to Lessor for inspection within thirty days after request, official receipts of the appropriate taxing authority or other proof satisfactory to Lessor evidencing such payment. If by law any Imposition may be paid in installments, Lessee shall be obligated to pay only those installments as they become due from time to time before any interest, penalty, fine or cost may be added thereto. Any Imposition relating to the fiscal period of the taxing authority, part of which is included within the Lease Term and a part of which precedes or extends beyond the Lease Term, shall, if Lessee shall not be in default hereunder, be apportioned between Lessor and Lessee as of the commencement or expiration, as the case may be, of the Lease Term. At the option of Lessor, which may be exercised by written notice to ▇▇▇▇▇▇, Lessee shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessmentsLessor, if any, levied against the Premises, or any part thereof, which accrue on each Rent Payment Date during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of all Impositions becoming due within the prior years real estate tax billsensuing twelve months, as reasonably estimated by ▇▇▇▇▇▇. Said real estate tax payments Such estimate, and consequently the monthly installments, may be adjusted at any time by Lessor. Each year Lessor shall provide to Lessee an accounting, and if such accounting shows that the total of the monies received hereunder exceeds the amounts paid by Lessor for all Imposition, Lessee shall be reconciled upon receipt credited for the difference against the next installments becoming due hereunder. If immediately prior to any Rent Payment Date any Imposition is due, in whole or in part, or if on the rendering of an accounting as aforesaid a deficiency exists or may reasonably be expected, Lessee shall pay the same to Lessor on demand. The obligations of the second installment real estate tax bills for each year parties hereunder shall survive the expiration or termination of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Lease Agreement
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, (a) Before interest or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but penalties are due thereon and payable after the expiration of the Lease Term; providedotherwise when due, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever(including real and personal property taxes on the Mortgaged Property, which accrue income, franchise, withholding, profits and gross receipts taxes) assessed against Mortgagor or may be leviedany portion of the Mortgaged Property, assessed all charges for any easement or agreement maintained for the benefit of any of the Mortgaged Property, all general and special assessments (including, without limitation, any condominium or planned unit development assessments, if any), levies, permits, inspection and license fees, all mortgages and other liens or encumbrances upon any portion of the Mortgaged Property, all water and sewer rents and charges, and all other charges and liens, whether of a like or different nature, even if unforeseen or extraordinary, now or hereafter imposed upon the Premises, or assessed against Mortgagor or any part of the Mortgaged Property or arising in respect of the ownership, occupancy, use or possession thereof. In addition, Mortgagor shall pay promptly on demand all taxes, assessments and charges which may now or hereafter be imposed upon Mortgagee by reason of its holding any ad valorem of the Loan Documents, including intangibles, business privilege and excise taxes, but excluding any taxes for any personal property used upon the income derived by Mortgagee upon the interest or other sums collected by Mortgagee pursuant to the Loan Documents. The obligations referred to in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills Section are hereafter hereinafter collectively referred to as the “"Impositions”)". Tenant shall provide Landlord evidence of Within thirty (30) days after the payment of the Impositions any Imposition, Mortgagor shall deliver to Mortgagee evidence acceptable to Mortgagee of such payment. Mortgagor shall also deliver to Mortgagee within three ten (310) days of Landlord’s request therefor. If at any time during the term receipt thereof copies of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom all settlements and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, notices pertaining to the extent that they are so measured or based, shall Impositions which may be deemed to be included within the term Impositions for the purposes hereof, issued by any governmental authority.
(b) Subject to the extent that such Impositions would be payable if the Premises were the only property right of Landlord subject Mortgagor to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of contest the payment of Impositions. There shall be excluded from Impositions all federal an Imposition as hereinafter provided, Mortgagee may pay or state income taxes, federal perform any Imposition and add the amount so paid or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition the cost incurred to the taxes described aboveSecured Obligations, Tenant shall be responsible for and shall pay prior to delinquency any and all taxessuch amounts shall on demand be due and payable, whether or not customary or now within together with interest thereon, from the contemplation date of such demand at the highest rate applicable to any portion of the parties hereto Secured Obligations, but in no event exceeding the highest rate permitted by law (the "Default Rate").
(c) Mortgagor may in good faith contest by proper legal proceedings the validity of any Legal Requirement or the validity or amount of any Imposition, provided, (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless an Event of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoingDefault does not exist; (ii) levied upon Mortgagor provides Mortgagee with security satisfactory to Mortgagee assuring compliance with or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant payment of the Premises Legal Requirement or Imposition and any portion thereofadditional charge, interest, penalty, expense or other payment which may arise from or be incurred as a result of any delay in such compliance or payment during the course of such contest, all as estimated from time to time by Mortgagee; or and (iii) levied upon this transaction such contest operates to suspend enforcement of compliance with or any document to which Tenant collection of the Legal Requirement or Imposition and is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofmaintained and prosecuted with diligence.
Appears in 1 contract
Sources: Open End Mortgage and Security Agreement (Interstate Hotels Corp)
Impositions. (a) Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes taxes, assessments for local improvements, water, and special assessmentsstorm and sanitary sewer rates and charges, if anylicenses and permit fees, levied against personal property taxes, other taxes, and governmental levies and charges, general and special, ordinary and extraordinary, unforeseen as well as foreseen, of any kind and nature whatsoever which are assessed, levied, confirmed, imposed, or become a lien upon the Premises, or any part thereof, which accrue become payable during the Term of this Lease Termor any renewal or extension thereof (the "Impositions"), including such taxes which accrue during payment thereof to be made before any fine, penalty, interest, or cost may be added thereto for the Lease Term but are due and payable after the expiration of the Lease Termnonpayment thereof; provided, however, that Landlord shall pay all such tax bills prior to if by law any Imposition is payable, or may at the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) option of the prior years real estate tax bills. Said real estate tax payments shall taxpayer be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Termpaid, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlordin installments, including any deficiencies for 2006 taxes whether or not interest shall accrue on the unpaid balance of such taxes Imposition, Tenant may pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments as the same respectively become due and payable and before any fine, penalty, interest, or cost may be added thereto for the nonpayment of any such installment and interest; and provided, further, that any Imposition relating to a fiscal period of the taxing authority a portion of which is included within the Term and a portion of which is included in a period of time prior to commencement date hereof or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year expiration of the Lease Term, then Tenant Term or any extensions thereof (for reasons other than Tenant's default hereunder) shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end adjusted between Landlord and Tenant as of the Lease Term, Landlord shall pay commencement date hereof or such excess amount to Tenant within fourteen (14) days after written demand from Tenantexpiration date. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than Forty-five (545) days prior to the due date pay expiration of the Term, Landlord shall ▇▇▇▇ Tenant for its pro rata share of the Impositions based upon the overlap of the last year of the Lease and the fiscal period of the taxing authorities, as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoeverreasonably estimated by Landlord, which accrue or may shall not be levied, assessed or imposed subject to re-adjustment. Such pro rata billing shall be based upon the PremisesImpositions for the previous fiscal year. Tenant shall pay each such pro rata billing to Landlord within thirty (30) days of receipt thereof; provided, however, that if the Impositions for the last fiscal year of the taxing authorities into which the Term extends shall vary from those of the previous fiscal year, Tenant and Landlord shall make a final adjustment at the end of the last such fiscal year based upon the Impositions actually paid by Landlord, and any such liability of Landlord or Tenant for any such adjustment shall specifically survive the termination of this Lease.
(b) Nothing hereinabove contained shall require Tenant to pay sums owing under Landlord's mortgage or mortgages, any franchise, estate, inheritance, succession, capital levy, stamp levy, stamp tax, or transfer of Landlord or any income, excess profits, or revenue tax, or any part thereofother tax, assessment, charge, or any ad valorem taxes for any personal property used in connection therewithlevy based on or measured by the gross income or capital stock of Landlord or upon the net rental payable by Tenant under this Lease; provided, which Landlord shall be required to payhowever, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If that if at any time during the term Term of this Lease an occupation or excise tax on rents is levied or assessed against Landlord or the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new taxnet rental, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based as a substitution in whole or in part upon for taxes assessed or imposed on the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, same shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such "Impositions, " as hereinabove defined and Tenant shall pay and discharge the same as herein provided in accordance with the provisions of this subsection in respect of to the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition Landlord covenants to the taxes described above, forward promptly to Tenant shall be responsible for and shall pay prior to delinquency any and all notices or statements relating to taxes, whether assessments, fees, water, sewer, or not customary other rent, rate or now charge, excise, levy, license fee, permit fee, inspection fee, or other authorization fee and Landlord shall indemnify Tenant (without hereby implying any rights of abatement, diminution, reduction, deduction, or setoff), upon notice from Tenant, for penalty, late charge, delinquency charge, or damages incurred by Tenant due to failure of Landlord to so forward said notice or statement. Tenant shall furnish to Landlord, within thirty (30) days after the contemplation date when any Imposition is due, official receipts of the parties hereto (i) levied againstappropriate taxing authority or other evidence satisfactory to Landlord evidencing payment thereof. The certificate, uponadvice, measured or ▇▇▇▇ of nonpayment of any Imposition from the appropriate official designated by law to make or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in issue the Premises or any leasehold improvements made in same or to the Premises by or for Tenant, regardless receive payment of whether title to such improvements any Imposition shall be in Landlord prima facie evidence that such Imposition is due and unpaid at the time of the making or Tenantissuance of such certificate, advice, or levied upon, measured by ▇▇▇▇ of nonpayment.
(a) In the event that Tenant shall contest the collection or reasonably attributable to cost or value assessment of any tax, assessment, fee, water or sewer charge or rate, excise, or levy by legal proceedings or other appropriate action, then Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to contest such, and on written demand by Landlord shall make a sufficient deposit of funds with an escrow agent designated by Landlord in such written demand or provide a surety bond in amount sufficient to cover the total contested amount plus penalties and interest thereon less any sum previously paid into court or paid to the charging entity or provide such security as may be required by the holder of the foregoing; (ii) levied upon or first-lien deed of trust with respect to the possessionPremises. Such deposit shall remain with the escrow agent until such contest is concluded by final judgment or is otherwise satisfied; provided, leasinghowever, operation, management, maintenance, alteration, repair, use or occupancy that in the event that Landlord reasonably deems itself in danger of losing its interest in the Premises because of action by Tenant the taxing authority prior to the conclusion of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which contest, the funds shall be released immediately without the necessity of further authorization from Tenant. If it be determined that Tenant is a party creating or transferring liable for any such payment, the funds shall be paid to the extent of such payment to the charging entity, together with interest or an estate in and penalties due thereon, if any, and the Premisesbalance, if any, shall be returned to Tenant. Upon demand In the event that the amount of such deposit is insufficient to make such payment, together with interest and penalties due thereon, after such final judgment, the deficit shall be paid by LandlordTenant; provided, however, that Landlord may, at its option, pay such deficiency and the amount so paid shall be due immediately from Tenant as Additional Rent hereunder. If, however, Tenant prevails in its contest, such funds shall furnish Landlord satisfactory evidence of payment thereofbe returned to Tenant.
Appears in 1 contract
Sources: Lease Agreement (Am General Corp)
Impositions. Tenant shall pay Subject to Landlord as additional rent an amount equal Tenant’s right to all general real estate taxes contest set forth in Section 11.1, for any period within the Term (with daily prorations for periods partially within the Term and special assessments, if any, levied against partially outside the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term), Tenant shall pay and discharge all Real Estate Taxes pursuant to the procedures set forth in Section 4.4 or Section 4.5 and shall pay and discharge, before failure to pay the same shall create a material risk of forfeiture or give rise to a penalty, all other Impositions. Tenant shall pay all interest and penalties assessed by any Government on account of late payment of any Real Estate Taxes, unless such late payment was caused by (a) Landlord’s failure to promptly forward to Tenant or Depository, as applicable, a copy of any tax or other ▇▇▇▇ related to any such Real Estate Tax received by Landlord or (b) Landlord’s failure to timely pay any such Real Estate Tax after it has timely received Tenant’s or Depository’s payment with respect thereto as provided in Section 4.4 or 4.5, in which case Landlord shall pay such interest and penalties. Except as otherwise provided herein, Tenant shall also pay interest and penalties assessed by any Government on account of late payment of any other Imposition (paid to Landlord monthly deposits by Tenant), except late payment caused by Landlord’s failure to remit any such Imposition in an amount equal accordance with Tenant’s reasonable instructions or Landlord’s failure to one twelfth (1/12thpromptly forward Tenant a copy of any tax or other ▇▇▇▇ related to any such Imposition received by Landlord, in which case Landlord shall pay such interest and penalties. Tenant shall within a reasonable time after Notice from Landlord provide Landlord with reasonable proof that Tenant has paid or escrowed, as applicable, any Imposition(s) of the prior years real estate tax billsthat this Restated Lease requires Tenant to have paid or escrowed, as applicable. Said real estate tax payments Landlord shall be reconciled entitled to any refund of any Impositions (and penalties and interest paid by Landlord) and interest earned thereon to the extent such Imposition was due and payable prior to the applicable Commencement Date based on Landlord’s prior overpayment of such Imposition, and Tenant shall remit to Landlord any amounts received by Tenant on account of such overpayment promptly upon receipt of the second installment real estate tax bills for each year of the Lease Termsame. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end any refund of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen any Impositions (14and penalties and interest paid by Tenant) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior interest earned thereon to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming extent such Imposition was due and payable on or after the applicable Commencement Date based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the term Term, and Landlord shall remit to Tenant any amounts received by Landlord on account of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment overpayment promptly upon receipt of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofsame.
Appears in 1 contract
Impositions. 4.1.1 Subject to Section 4.5, Tenant shall pay all Impositions attributable to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premisesa tax period, or any part portion thereof, which accrue occurring during the Lease Term, including Term (irrespective of whether the Impositions for such taxes which accrue during the Lease Term but tax period are due and payable after the expiration of the Lease Term; provided), howeverwhen due and before any fine, that Landlord shall pay all penalty, premium, interest or other cost may be added for non-payment. Where feasible, such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt made directly to the taxing authorities. If any such Imposition may, at the option of the second installment real estate tax bills for each year taxpayer, lawfully be paid in installments (so long as no interest shall accrue on the unpaid balance of such Imposition unless paid by Tenant), Tenant may exercise the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Termoption to pay same in installments and, then Tenant in such event, shall pay such deficiency within fourteen (14) days after written demand from installments during the Term before any fine, penalty, premium, further interest or cost may be added thereto. Tenant shall deliver to Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date of each Imposition, copies of the invoice for such Imposition, the check delivered for payment thereof and an original receipt evidencing such payment or other proof of payment satisfactory to Landlord.
4.1.2 Notwithstanding anything contained in Section 4.1.1 to the contrary, Landlord may elect to pay as additional rent any and all special those Impositions if any, based on Landlord’s net income, gross receipts, franchise taxes and assessmentstaxes on its capital stock directly to the taxing authority and within ten (10) Business Days of Landlord delivering to Tenant notice and evidence of such payment, water rates and all other impositionsTenant shall reimburse Landlord for such paid Impositions. In connection with such Impositions, ordinary and extraordinaryTenant shall, upon request of every kind and nature whatsoeverLandlord, which accrue or promptly provide to Landlord such data as is maintained by Tenant with respect to any Facility as may be levied, assessed or imposed upon the Premises, or necessary to prepare any part thereof, or any ad valorem taxes for any personal property used returns and reports to be filed in connection therewith, which Landlord .
4.1.3 Tenant shall prepare and file all tax returns and reports as may be required by Legal Requirements with respect to payor relating to all Impositions (other than those Impositions, accruing if any, based on Landlord’s net income, gross receipts, franchise taxes and taxes on its capital stock).
4.1.4 Tenant may, upon written notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal or becoming due institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments and payable during the term Landlord, at Tenant’s expense, shall reasonably cooperate with Tenant in such protest, appeal or other action; provided, however, that upon Landlord’s request in connection with any such protest or appeal, Tenant shall post an adequate bond or deposit sufficient sums with Landlord to insure payment of this Lease (any such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time or personal property assessments during the term pendency of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition such protest or charge, appeal.
4.1.5 Impositions imposed or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided assessed in respect of the payment of Impositions. There tax-fiscal period during which the Term terminates shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock adjusted and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for prorated between Landlord and shall pay prior to delinquency any and all taxesTenant, whether or not customary such Imposition is imposed or now within the contemplation of the parties hereto (i) levied againstassessed before or after such termination, upon, measured by or reasonably attributable to and Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or obligation to the Premises by or for Tenant, regardless of whether title to pay its prorated share thereof shall survive such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereoftermination.
Appears in 1 contract
Impositions. Tenant shall pay to Landlord as additional rent an amount equal to all general real estate taxes and special assessments, if any, levied against the Premises, or any part thereof, which accrue during the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration of the Lease Term; provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth (1/12th) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less (than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against the Premises, or any part thereof, for the second installment of 2005 and the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term of this Lease (such real estate taxes and water bills are hereafter referred to as the “Impositions”). Tenant shall provide Landlord evidence of payment of the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessment, levy, imposition or charge, or any part thereof, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, to the extent that they are so measured or based, shall be deemed to be included within the term Impositions for the purposes hereof, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect of the payment of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or not customary or now within the contemplation of the parties hereto (i) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises or any leasehold improvements made in or to the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value of any of the foregoing; (ii) levied upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion thereof; or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereof.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Sanfilippo John B & Son Inc)
Impositions. Commencing on the Effective Date and thereafter throughout the Term, Tenant shall pay or cause to Landlord be paid as additional rent an amount equal to Additional Rent, before any fine, penalty, interest or cost may be added thereto for the non-payment thereof, all general real estate taxes and special taxes, payments in lieu of taxes, assessments, if anywater and sewer rents, levied against rates and charges, levies, license and permit fees and other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any kind and nature whatsoever which at any time during the PremisesTerm of this Lease may be assessed, levied, confirmed, imposed upon, or grow or become due and payable out of or in respect of, or become a lien upon, the Premises or the leasehold, or any part thereofthereof or any appurtenance thereto, which accrue during whether such charges are made directly to Tenant or through or in the Lease Term, including such taxes which accrue during the Lease Term but are due and payable after the expiration name of the Lease TermLandlord, including, without limitation, all Special Taxes (all such taxes, Special Taxes, payments in lieu of taxes, assessments, water and sewer rents, rates and charges, levies, license and permit fees and other governmental charges being hereafter referred to as “Impositions”); provided, however, that Landlord shall pay all such tax bills prior to the due date thereof, subject to receiving reimbursement from Tenant as provided herein. During the Lease Term, Tenant shall pay to Landlord monthly deposits in an amount equal to one twelfth that
(1/12tha) of the prior years real estate tax bills. Said real estate tax payments shall be reconciled upon receipt of the second installment real estate tax bills for each year of the Lease Term. If the monthly deposits made by Tenant are less than the actual tax bills for any year of the Lease Term, then Tenant shall pay such deficiency within fourteen (14) days after written demand from Landlord, including any deficiencies for 2006 taxes whether or not such taxes accrued before or after the Commencement Date. If the monthly deposits made by Tenant are greater than the actual tax bills for any year of the Lease Term, then Tenant shall be entitled to a credit against the next monthly deposit due hereunder, or, if for tax bills received after the end of the Lease Term, Landlord shall pay such excess amount to Tenant within fourteen (14) days after written demand from Tenant. In addition, Tenant shall pay the general real estate tax bills levied against water and sewer tap charges imposed as a condition to Tenant’s obtaining a building permit and Tenant hereby irrevocably assigns to Landlord all credits available by reason of the Premisesconstruction by Landlord’s Affiliates of the infrastructure improvements to National Harbor.
(b) If, or by law, any part thereofImposition may at the option of the taxpayer be paid in installments, Tenant may pay the same in such installments over such period as the law allows and Tenant shall only be liable for such installments as shall become due during the Term of this Lease; and
(c) All Impositions for the second installment of 2005 and fiscal years in which the first installment of 2006 when said tax bills become due, notwithstanding that said taxes will have accrued for periods prior to the commencement of the Lease Term. In addition, Tenant shall not less than five (5) days prior to the due date pay as additional rent any and all special taxes and assessments, water rates and all other impositions, ordinary and extraordinary, of every kind and nature whatsoever, which accrue or may be levied, assessed or imposed upon the Premises, or any part thereof, or any ad valorem taxes for any personal property used in connection therewith, which Landlord shall be required to pay, accruing or becoming due and payable during the term Term of this Lease shall begin and end shall be apportioned so that Tenant shall pay only those portions thereof which correspond with the portion of said year as is within the Term hereby demised. Tenant and its Affiliates shall not institute any judicial or administrative proceedings or actions challenging (such real estate taxes w) the validity, due authorization or adoption or enforceability of CR-25-2004, ▇▇-▇▇-▇▇▇▇, ▇▇ 26-2004 and water bills are hereafter referred to as CB-24-2004 (the “ImpositionsLegislation”) or CR-23-2008 or similar bond or financial incentive enacted in lieu thereof (the “SHOT Legislation”). Tenant shall provide Landlord evidence , (x) the creation of payment of districts thereunder, (y) the Impositions within three (3) days of Landlord’s request therefor. If at any time during the term of this Lease the method of taxation prevailing at the commencement of the term hereof shall be altered so that any new tax, assessmentimposition, levy, imposition collection or chargeenforcement of any Special Tax, or any part thereofthe Hotel Tax, shall be measured by or be based in whole or in part upon the Lease or Premises, or the Base Rent, additional rent Special Hotel Rental Tax or other income therefrom and shall be imposed upon the Landlord, then all such taxes, assessments, levies, impositions or charges, or the part thereof, except to the extent that they are so measured permitted under the Legislation or basedthe SHOT Legislation (collectively “Special Taxes”), shall be deemed to be included within (z) the term Impositions for the purposes hereofextension, to the extent that such Impositions would be payable if the Premises were the only property of Landlord subject to such Impositions, and Tenant shall pay and discharge the same as herein provided in respect expansion or increase of the payment Special Taxes, so long as the rate of Impositions. There shall be excluded from Impositions all federal or state income taxes, federal or state excess profit taxes, franchise, capital stock and federal or state estate or inheritance taxes of Landlord. In addition to the taxes described above, Tenant shall be responsible for and shall pay prior to delinquency any and all taxes, whether or such Special Taxes is not customary or now within the contemplation of the parties hereto more than five percent (i5%) levied against, upon, measured by or reasonably attributable to Tenant’s equipment, furniture, fixtures and other personal property located in the Premises aggregate; provided that in no event shall Tenant or any leasehold improvements made in of its Affiliates be prohibited or restricted from objecting to or contesting the Premises by or for Tenant, regardless of whether title to such improvements shall be in Landlord or Tenant, or levied upon, measured by or reasonably attributable to cost or value amount of any of the foregoing; (ii) levied upon or with respect to the possessionSpecial Taxes, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises assessment or any portion thereof; other levy imposed under the Legislation or (iii) levied upon this transaction or any document to which Tenant is a party creating or transferring any interest or an estate in the Premises. Upon demand by Landlord, Tenant shall furnish Landlord satisfactory evidence of payment thereofSHOT Legislation.
Appears in 1 contract