Pending Tax Proceedings. If any proceeding to determine the assessed value of the Real Property or the real estate taxes payable with respect to the Real Property has been commenced before the date of this Agreement and shall be continuing as of the Closing Date, Purchaser shall be entitled to control the prosecution of such proceeding or proceedings to completion and to settle or compromise any claim therein. Seller agrees to cooperate with Purchaser and to execute any and all documents reasonably requested by Purchaser in furtherance of the foregoing.
Pending Tax Proceedings. Seller represents that there are no proceedings to review real estate tax assessment of the Premises other than as set forth in Schedule F. Seller shall have sole authority to prosecute, settle and withdraw proceedings to review any real estate tax assessment for the Premises for period relating to tax years prior to, and including, the year in which the Closing occurs. Purchaser and Seller agree that if there should be a refund of any real estate taxes paid by Seller in respect of the fiscal year in which the Closing occurs, such refund, less reasonable attorneys' fees and disbursements, shall be apportioned between Seller and Purchaser as of the Closing Date and shall be paid promptly upon receipt thereof. Seller and Purchaser shall pay their respective share of any amounts reimbursable to Space Tenants in respect to such refund. Purchaser acknowledges that it has no interest in any proceedings or refunds applicable to any fiscal tax year prior to the year in which the Closing occurs. The provisions of this Section 9 shall survive the Closing.
Pending Tax Proceedings. With respect to any proceeding to determine (or appeal) the assessed value of any Property or the Real Estate Taxes payable with respect to any Property (each a “Property Tax Proceeding”) for any tax period occurring, in whole or in part, prior to the Closing Date that has been commenced before the date hereof and shall be continuing as of the Closing Date, (x) to the extent that such Property Tax Proceeding has been brought in any Seller’s name, the applicable Seller shall take such steps as the Purchaser reasonably requests to substitute the Purchaser for the Seller in the proceeding so that the Purchaser may continue to prosecute such Property Tax Proceeding, (y) the Purchaser shall be entitled to any abatement proceeds therefrom minus the aggregate amount of any applicable refunds due to the applicable Tenants under the applicable Leases and (z) the Sellers agree to cooperate with the Purchaser and to execute any and all documents reasonably requested by the Purchaser in furtherance of the foregoing. The Sellers represent that there are no agreements between any Seller with any Person relating to the Property Tax Proceedings pursuant to which any Seller agreed to pay any Person any contingency or other fee based upon the result of the outcome of any Property Tax Proceeding.
Pending Tax Proceedings. Except as set forth on Schedule 3(j) attached hereto and a part hereof, there are no currently pending tax certiorari proceedings with respect to the Properties. Schedule 3(j) contains (i) a list and description of all actions taken by the Company Entities to file notices of protest against, or to commence actions to review, real property tax assessments against any Property, and the status of all such proceedings, and (ii) true and complete copies of all agreements between the Company’s tax counsel relating to any such proceedings.
Pending Tax Proceedings. Any proceeding to determine the assessed value of the Real Property or the Real Estate Taxes payable with respect to the Real Property which has been commenced before the Effective Date and shall be continuing as of the Closing Date shall be solely Seller's responsibility.
Pending Tax Proceedings. (a) Prior to the Closing, Seller shall not commence, withdraw, settle or otherwise compromise any proceedings to review the real estate tax assessment of the Premises applicable to the fiscal tax year in which the Closing occurs without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Upon Closing, Purchaser shall take over the prosecution and control of any such tax proceedings then pending with respect to the fiscal tax year in which the Closing occurs, and Seller shall execute and deliver such instruments (and shall otherwise reasonably cooperate with Purchaser) in order to effectuate such transfer. In the event such proceedings result in a refund of any real estate taxes paid in respect of such fiscal tax year, such refund, less expenses, including without limitation reasonable attorneys' and appraisers' fees (which fees shall be paid to Purchaser from the refund proceeds prior to any apportionment), shall be apportioned between Seller and Purchaser as of the Closing (based on the number of days each owned the Premises during such period to which the refund is applicable), and the corresponding amount shall be paid over by the party receiving same to the party entitled thereto promptly upon receipt thereof.
Pending Tax Proceedings. Seller represents that there are no proceedings to review the real estate tax assessment of the Premises.
Pending Tax Proceedings. 10 10. "AS-IS".....................................................10 11. BROKER......................................................11 12.
Pending Tax Proceedings. If any proceeding to determine the assessed value of the Real Property or the Real Estate Taxes payable with respect to the Real Property has been commenced and shall be continuing as of the Closing Date, Seller shall be authorized to continue to prosecute such proceeding and shall be entitled to any abatement proceeds therefrom allocable to any period before the Closing Date. Purchaser agrees to cooperate with Seller and to execute any and all documents reasonably requested by Seller in furtherance of the foregoing.
Pending Tax Proceedings. If any proceeding to determine the assessed value of the Real Property or the Real Estate Taxes payable with respect to the Real Property has been commenced before the date hereof and shall be continuing as of the Closing Date, Purchaser shall be authorized, at Purchaser’s sole option, to continue to prosecute or to terminate such proceeding. If such proceeding is continued, Sellers shall be entitled to any abatement proceeds therefrom (in excess of the customary and reasonable costs of such proceeding incurred to persons or parties not employees of Purchaser) allocable to any period before the Closing. Sellers agree to cooperate with Purchaser and to execute any and all documents reasonably requested by Purchaser in furtherance of the foregoing.
