SLAB » Topics » Taxes

This excerpt taken from the SLAB 8-K filed Apr 5, 2006.
“Taxes”) (including (i) real property taxes and personal property taxes on any property covered by the Lease that is classified by Governmental Authorities as personal property, and real estate or ad valorem taxes in the nature of property taxes; (ii) sales taxes, use taxes and other similar taxes; (iii) any excise taxes; (iv) real estate transfer taxes, conveyance taxes, mortgage taxes, intangible taxes, stamp taxes and documentary recording taxes and fees; (v) taxes that are or are in the nature of franchise, income, value added, gross receipts, privilege and doing business taxes, license and registration fees; and (vi) assessments on the Land, including all assessments for public improvements or benefits, whether or not such improvements are commenced or completed within the Term), and in each case all interest, additions to tax and penalties thereon, which at any time may be levied, assessed or imposed by a Governmental Authority upon or with respect to (a) any Tax Indemnitee, the Subject Property or any part thereof or interest therein, or the Lessee or any sublessee or user of the Subject Property; (b) the financing, refinancing, demolition, construction, substitution, subleasing, assignment, control, condition, servicing, maintenance, repair, ownership, possession, purchase, rental, lease, activity conducted on, delivery, insuring, use, operation, improvement, transfer, return or other disposition of the Subject Property or any part thereof or interest therein; (c) the Notes or Lessor’s Interest or other indebtedness with respect to the Subject Property or any part thereof or interest therein or transfer thereof; (d) the rentals, receipts or earnings arising from the Subject Property or any part thereof or interest therein; (e) the Operative Documents or any payment made or accrued pursuant thereto; (f) the income or other proceeds received with respect to the Subject Property or any part thereof or

 

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interest therein upon the sale or disposition thereof; (g) any contract relating to the construction, acquisition or delivery of the Subject Property or any part thereof or interest therein; (h) the issuance of the Notes and Lessor’s Interest; or (i) otherwise in connection with the Overall Transaction.

 

Notwithstanding anything in the first paragraph of this definition (except as provided in the final paragraph of this definition) the term “Impositions” shall not mean or include:

 

(i)         Taxes and impositions imposed upon a Tax Indemnitee (other than Taxes that are, or are in the nature of, sales, use, value added, rental, transfer, property or ad valorem taxes with respect to the Subject Property or any transfer thereof) that are imposed by any Governmental Authority and that are based upon or measured by the gross or net income or gross or net receipts (including, without limitation, any minimum taxes, income or capital gains taxes, or taxes on, measured by, with respect to, or in the nature of capital, net worth, excess profits, items of tax preference, capital stock, franchise, business privilege or doing business taxes or any taxes in the nature of an intangibles tax, an ad valorem tax or property tax imposed on a Participant, Subparticipant, or any holder of a Note or Lessor’s Interest by reason of owning or holding a Note or Lessor’s Interest); provided that this clause (i) shall not be interpreted to prevent a payment from being made on an After Tax Basis if the payment is otherwise required to be so made;

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