Common use of Certiorari Clause in Contracts

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date hereof and may be continuing as of the Closing Date. Purchaser will be entitled to control the prosecution of any proceeding or proceedings for the years prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein. Purchaser will keep Seller informed on a timely basis on all matters with respect to any proceedings and seek Seller's reasonable consent and approval to the extent required in this Section 2.8. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller and Purchaser will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees to assign, subject to the provisions of this Section 2.8, to Purchaser at the Closing all of Seller's right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser with respect thereto. Purchaser will promptly remit to Seller any monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser will not settle or compromise any proceeding that involves a tax year prior to and including the year in which the Closing occurs, without the consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all Purchaser acknowledges that proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date date hereof and may be continuing as of the Closing Date. Purchaser will be entitled to control the prosecution of any proceeding or proceedings for the years (or other relevant periods) prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein; provided that Purchaser shall not settle or compromise any claims for the years (or other relevant periods) prior to the year (or other relevant period) in which the Closing occurs in a manner that disproportionately benefits Purchaser for any subsequent year. Purchaser will keep Seller informed on a timely basis on all matters with respect to any proceedings and seek Seller's reasonable consent and approval to the extent required in this Section 2.8proceedings. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's ’s obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller and Purchaser will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees (a) to assign, subject to the provisions of this Section 2.8, to Purchaser at the Closing all of Seller's ’s right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and (b) to cooperate with Purchaser with respect thereto. Purchaser will promptly remit to Seller any monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser will not settle or compromise any proceeding that involves a tax year prior to From and including after the year in which the Closing occursdate hereof, Seller agrees that, without the consent of SellerPurchaser’s consent, such consent Seller shall not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all institute any certiorari proceedings with respect to the tax year of the Closing and prior years are resolvedany Property.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all Purchaser acknowledges that proceedings for certiorari or other proceedings to determine the assessed value of the Properties Premises or the real property taxes payable with respect to the Properties which Property as indicated on Exhibit L have been or may will be commenced prior to the Closing Date date hereof and may be continuing as of the Closing Date. Purchaser will Seller shall be entitled to control the prosecution of any such proceeding or proceedings for the years prior to and but not including the year in which the Closing occurs to completion and to settle or compromise any claim Claim therein. Purchaser, subject to Seller's reasonable consent and approval, shall be entitled to control the prosecution of any such proceeding or proceedings for the year in which the Closing occurs to completion and to settle or compromise any Claim therein, subject to the reasonable consent of Seller. Purchaser will shall keep Seller informed on a timely basis on of all matters with respect to any proceedings such proceeding and seek Seller's reasonable consent and approval to the extent as required in this Section 2.8hereunder. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect Seller shall be entitled to any awards for the years prior to the year of in which the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's obligation to rebate any portion of those amounts to TenantsClosing occurs. With respect to any awards for the year in which the Closing occurs, Purchaser will Seller shall be entitled to first recover the reasonable costs cost it has expended in obtaining any such awards and Seller Purchaser shall then be entitled to recover the reasonable costs cost it has expended in obtaining any awards, such awards and thereafterthen, Seller and Purchaser will shall apportion the remainder of any such awards between the period before the prior to Closing and the period following the subsequent to Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees to assign, subject to the provisions of this Section 2.8Section, to Purchaser at the Closing all of Seller's right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser with respect thereto. Purchaser will Each party shall promptly remit to Seller any the other monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser Neither party will not settle or compromise any proceeding that involves an impact to a tax year prior to and including the year in which the Closing occursother party has the right to control, without the consent of Seller, such consent not to be unreasonably withheld, delayed or conditionedother party. The provisions of this Section 2.8 will 5(C)(iv) shall survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all Purchaser acknowledges that proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date date hereof and may be continuing as of the Closing Date. Purchaser will be entitled to control the prosecution of any proceeding or proceedings for the years prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein. Purchaser will keep Seller informed on a timely basis on all matters with respect to any proceedings and seek Seller's reasonable consent and approval to the extent required in this Section 2.8. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller and Purchaser will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees to assign, subject to the provisions of this Section 2.8, to Purchaser at the Closing all of Seller's right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser with respect thereto. Purchaser will promptly remit to Seller any monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser will not settle or compromise any proceeding that involves a tax year prior to and including the year in which the Closing occurs, without the consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all Purchaser acknowledges that proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date date hereof and may be continuing as of the Closing Date. Purchaser will be entitled to control the prosecution of any proceeding or proceedings for the years prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein; provided that Purchaser shall not settle or compromise any claims for the years prior to the year in which the Closing occurs in a manner that disproportionately benefits Purchaser for any subsequent year. Purchaser will keep Seller informed on a timely basis on all matters with respect to any proceedings and seek Seller's ’s reasonable consent and approval to the extent required in this Section 2.82.6. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's ’s obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller and Purchaser will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees to assign, subject to the provisions of this Section 2.82.6, to Purchaser at the Closing all of Seller's ’s right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser with respect thereto. Purchaser will promptly remit to Seller any monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser From and after the date of this Agreement until Closing, Seller will not settle or compromise any proceeding that involves a tax year prior to and including the year in which the Closing occurs, without the consent of SellerPurchaser, such which consent shall not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date hereof and may be continuing as of the Closing Date. Purchaser will be entitled to control the prosecution of any proceeding or proceedings for the years prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein. Purchaser will keep Seller informed on a timely basis on all matters with respect to any proceedings and seek Seller's reasonable consent and approval to the extent required in this Section 2.8. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller will be entitled to the remainder of the awards, subject to Seller's obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller and Purchaser will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller agrees to assign, subject to the provisions of this Section 2.8, to Purchaser at the Closing all of Seller's right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser with respect thereto. Purchaser will promptly remit to Seller any monies received which are to be paid to and/or shared by Seller as provided herein. Purchaser will not settle or compromise any proceeding that involves a tax year prior to and including the year in which the Closing occurs, without the consent of Seller, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.

Certiorari. Schedule 2.8 of the Disclosure Schedule identifies all proceedings for certiorari or other proceedings to determine the assessed value of the Properties or the real property taxes payable with respect to the Properties which have been or may be commenced prior to the Closing Date hereof and may be continuing as of the Closing Date. Purchaser Down REIT will be entitled to control the prosecution of any proceeding or proceedings for the years prior to and including the year in which the Closing occurs to completion and to settle or compromise any claim therein. Purchaser Down REIT will keep Seller Hickory informed on a timely basis on all matters with respect to any proceedings and seek SellerHickory's reasonable consent and approval to the extent required in this Section 2.8. The parties hereto agree to cooperate with each other and to execute any and all documents reasonably requested by the other party in furtherance of the foregoing. With respect to any awards for the years prior to the year of the Closing, Purchaser Down REIT will be entitled to first recover the reasonable costs it has expended in obtaining any awards and thereafter, Seller Hickory will be entitled to the remainder of the awards, subject to SellerHickory's obligation to rebate any portion of those amounts to Tenants. With respect to any awards for the year in which the Closing occurs, Purchaser Down REIT will be entitled to first recover the reasonable costs it has expended in obtaining any awards and Seller Hickory shall then be entitled to recover the reasonable costs it has expended in obtaining any awards, and thereafter, Seller Hickory and Purchaser Down REIT will apportion the remainder of any awards between the period before the Closing and the period following the Closing, subject to their obligation to rebate any portion of those amounts to Tenants. In connection with the foregoing, Seller Hickory agrees to assign, subject to the provisions of this Section 2.8, to Purchaser Down REIT at the Closing all of SellerHickory's right, title and interest to the foregoing certiorari proceedings that are for the year in which the Closing occurs and all refunds relating thereto and cooperate with Purchaser Down REIT with respect thereto. Purchaser Down REIT will promptly remit to Seller Hickory any monies received which are to be paid to and/or shared by Seller Hickory as provided herein. Purchaser Down REIT will not settle or compromise any proceeding that involves a tax year prior to and including the year in which the Closing occurs, without the consent of SellerHickory, such consent not to be unreasonably withheld, delayed or conditioned. The provisions of this Section 2.8 will survive the Closing until all proceedings with respect to the tax year of the Closing and prior years are resolved.