Common use of Notification; Payment Clause in Contracts

Notification; Payment. (a) UpREIT shall notify Prime orally and in writing of as soon as possible of its receipt of any oral or written notification or written certificate described in Section 4 of each of the Hadesman Tax Indemnity Agreement or the ▇▇▇▇▇ Tax Indemnity Agreement. (b) UpREIT agrees to act in good faith to claim any tax benefits (including filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from Prime hereunder and to maximize the amount of its tax savings; PROVIDED, HOWEVER, that UpREIT shall not be required to take any action which, in its good faith judgment, would have any material adverse business consequences to it or to Prime Group Realty Trust. Prime shall have the right to timely and comprehensively review any computation of any Indemnity Payment received or prepared by UpREIT or the independent accounting firm described in Section 4 of each Tax Indemnity Agreement. (c) Any payment due to UpREIT pursuant to this Section 2 shall be paid upon the time an Indemnity Payment is due under the respective Tax Indemnity Agreement.

Notification; Payment. (a) UpREIT shall notify Prime orally and in writing of as soon as possible of its receipt of any oral or written notification or written certificate described in Section 4 of each of the Hadesman Tax Indemnity Agreement or the ▇▇▇▇▇ Tax Indemnity Agreement. (b) UpREIT agrees to act in good faith to claim any tax benefits (including filing claims for refunds and amended tax returns) and take such other actions as may be reasonable to minimize the net amount of any indemnity payment due from Prime hereunder and to maximize the amount of its tax savings; PROVIDEDprovided, HOWEVERhowever, that UpREIT shall not be required to take any action which, in its good faith judgment, would have any material adverse business consequences to it or to Prime Group Realty Trustit. Prime shall have the right to timely and comprehensively review any computation of any Indemnity Payment received or prepared by UpREIT or the independent accounting firm described in Section 4 of each Tax Indemnity Agreement. (c) Any payment due to UpREIT pursuant to this Section 2 shall be paid upon the time an a Indemnity Payment is due under the respective Tax Indemnity Agreement; provided, however, that obligations of Prime and UpREIT under this Agreement will first be set off against each other.