“Tax” or “Taxes” means any federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll, employment, unemployment, equity, social security, disability, estimated, excise, severance, environmental, stamp, occupation, premium, property (real or personal), real property gains, windfall profits, value added, customs, duties, alternative, add-on minimum or other taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest in respect of such additions or penalties.
“Leased Real Property” means the EnTrust Leased Real Property or the Permal Leased Real Property, as applicable.
all refunds, rebates or credits in connection with reduction in taxes and assessments charged against the Real Property as a result of tax certiorari or any applications or proceedings for reduction (collectively, the “Tax Certiorari”);
“Leased Real Property” means real property leased, used or occupied by any Target Company pursuant to a Real Property Lease.
Real Estate Taxes: # all real estate taxes, vault and/or public space rentals, rates and assessments (including general and special assessments, if any), ordinary and extraordinary, foreseen and unforeseen, which are imposed upon Landlord or assessed against the Commercial/Garage Unit, or Landlords personal property used exclusively in connection therewith, # any other present or future taxes or charges that are imposed upon Landlord or assessed against the Commercial/Garage Unit which are in the nature of or in substitution for real estate taxes, including any tax (other than any Federal, state or local income tax) levied on or measured by the gross rents payable by tenants of the Commercial/Garage Unit, any public safety fee or similar charge, any transit, sales, rental, use, receipts or occupancy tax or fee, and any assessment imposed in connection with business improvement or similar districts or in connection with public funding for the construction of a sports or other public venue, and # reasonable expenses (including, without limitation, reasonable attorneys and consultants fees and court costs) incurred in reviewing, protesting or seeking a reduction or abatement of, or defending or otherwise participating in any challenge to, real estate taxes, whether or not such protest or reduction is ultimately successful (provided, however, that such review, protest, or reduction attempt is undertaken in good faith by Landlord with the reasonable expectation to reduce Real Estate Taxes for the Commercial/Garage Unit). Tenant shall not initiate or participate in any contest of Real Estate Taxes without Landlords prior written consent, except as otherwise provided in [Exhibit E]. Subject to the foregoing, Real Estate Taxes shall not include any inheritance, estate, gift, franchise, corporation, net income or net profits tax assessed against Landlord from the operation of the Commercial/Garage Unit, or any transfer or mortgage taxes. Real Estate Taxes shall not include any interest charges or penalties incurred as a result of Landlords failure to timely pay Real Estate Taxes, except as hereinafter provided. Notwithstanding any of the foregoing if any applicable taxing authority permits a taxpayer to elect to pay in installments, then, for purposes of determining the amount of Real Estate Taxes, Landlord shall be deemed to have paid such Real Estate Taxes in the maximum number of permitted installments and all interest charges resulting therefrom (if any) shall be deemed included in Real Estate Taxes.
Real Property and fixtures (other than Real Property that constitutes Eligible Real Property as of the date of the incurrence of such Indebtedness),
taxes and assessments that may be required to be repaid in connection with any sale or other disposition of any of such Real Property, # at any time, repairs required to maintain the Real Property at such time and/or to prepare it for a sale or other disposition, # remediation of title defects, and # reserves for Indebtedness secured by liens that are pari passu with, or have priority over, the lien of the Agent.
Seller shall pay all Project real estate taxes covering all periods through the Closing Date. Real estate taxes and assessments shall be prorated based on the current year's amounts. If Closing occurs on a date when the current year's tax millage is not fixed, and the current year's assessment is available, taxes will be estimated and prorated based upon such assessment, and the prior year's millage. If the current year's assessment or tax bill is not available, then taxes will be estimated and prorated based on the prior year's tax. However, any tax proration based on an estimate may, at the request of either party to the transaction, be subsequently readjusted upon receipt of the tax bill. Notwithstanding anything herein to the contrary, Seller shall pay, at Seller’s sole expense # any applicable agricultural taxes (including, without limitation, rollback taxes) and # all taxes related to the Property covering all periods of Seller’s ownership of the Property.
As used in this Agreement, “Permitted Exceptions” means: # real estate taxes and assessments not yet delinquent or being contested in good faith; # covenants, restrictions, easements and other similar agreements; # zoning laws, ordinances and regulations, building codes, rules and other local governmental laws, regulations, rules and orders affecting any of the Company’s or any Subsidiary’s property, provided that the same are not violated by existing improvements or the current use and operation of such property; # any imperfection of title which does not materially and adversely affect the current use, operation or enjoyment of any of the Company’s real property and does not render title to such real property unmarketable or uninsurable and does not materially impair the value of such property; and # liens securing financing by the Company.
6.6Transfer Taxes. Notwithstanding anything to the contrary in this Agreement, Purchaser and Seller shall split equally any sales, use, transfer, real property transfer, registration, documentary, stamp, value added or similar Taxes imposed on or payable in connection with the transactions contemplated by this Agreement (“Transfer Taxes”). The Party required by applicable Law to do so shall prepare and file, or cause to be prepared and filed, any Tax Return with respect to such Transfer Taxes.
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