Tax Reduction Proceedings Clause Samples
The Tax Reduction Proceedings clause outlines the procedures and rights related to challenging or reducing property tax assessments. Typically, this clause specifies which party—such as a landlord or tenant—has the authority to initiate tax appeals, how costs and benefits from successful reductions are allocated, and any required cooperation between parties during the process. Its core function is to provide a clear framework for managing tax disputes, ensuring that both parties understand their roles and potential financial impacts, thereby minimizing conflicts and promoting fair handling of tax liabilities.
Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Premises or any portion thereof for real estate taxes or a refund of Property Taxes previously paid (a “Tax Certiorari Proceeding”) to the City of New York for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise any Tax Certiorari Proceeding affecting real estate taxes assessed against the Premises (a) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (b) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto. The amount of any tax refunds (net of attorneys’ fees and other actual out-of-pocket costs incurred to obtain such tax refunds) with respect to any portion of the Premises for the tax year in which the Apportionment Date occurs shall be apportioned between Seller and Purchaser as of the Apportionment Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Premises for the tax year in which the Apportionment Date occurs, then (i) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (ii) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amount equal to the savings realized (as apportioned). All tax refunds, credits or other benefits applicable to the portion of the tax year preceding the Closing or to any fiscal period prior thereto shall belong solely to Seller (and Purchaser shall have no interest therein), and if any such refund, credit or other benefit shall be paid to Purchaser, Purchaser shall pay the same to Seller within ten (10) business days following Purchaser’s receipt thereof and, if not timely paid, with interest thereon from the date payment was due until paid to Seller at a rate equal to the Default Rate. The provisions of this Section 15 shall survive the Closing.
Tax Reduction Proceedings. After an Event of Default, Borrower shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Property and/or instituted certiorari proceedings to review such assessed valuations for any prior tax years, Purchaser acknowledges and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise and/or settle the same or cause the same to be brought on for trial and to take, conduct, withdraw and/or settle appeals, and Purchaser hereby consents to such actions as Seller may take therein. Any refund or the savings or refund for any year or years prior to the tax year in which the Closing herein occurs shall belong solely to Seller. Any tax savings or refund for the tax year in which the Closing occurs shall be prorated between Seller and Purchaser after deduction of attorneys’ fees and other expenses related to the proceeding and all sums payable to tenants under the Leases. Purchaser and Seller agree that all sums payable to tenants under the Leases on account of such tax savings or refund shall be promptly paid to such tenants following receipt of such tax savings or refund. Purchaser shall execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such proceeding and collecting the amount of any refund or tax savings.
Tax Reduction Proceedings. After and during the continuance of an Event of Default, Borrowers shall be deemed to have appointed Administrative Agent as their attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Projects for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Obligations remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. Only Landlord shall have the right to institute tax reduction or other proceedings to reduce the assessed valuation of the Land and Building (any such Proceeding, a “Tax Proceeding”). Should Landlord be successful in any such reduction proceedings and obtain a refund for any Tax Year or Years after the Base Tax Year in respect of which Tenant shall have made a payment to Landlord, pursuant to this Section 6.1, Tenant’s Share of such refund (or, in the case of a refund of Taxes for a Tax Year, only a fraction of which is included in the Lease Term, such fraction thereof) shall be promptly refunded by Landlord to Tenant (within thirty (30) days following Landlord’s receipt thereof). In calculating the amount of any such payment, Landlord shall have the right to deduct from such refund Tenant’s Share of all Tax Expenses incurred by Landlord in obtaining the same to the extent that such Tax Expenses have not otherwise been paid to Landlord pursuant to Section 6.1.1. Without Tenant’s consent, Landlord shall not at any time settle, compromise or otherwise dispose of a Tax Proceeding with respect to the Property by agreeing to terms that (i) favors other property of Landlord (or any Affiliate of Landlord) at the expense of the Property or (ii) as part of a multi-year settlement, inequitably and disproportionately reduces the Taxes for the Base Taxes as compared to other Tax Years occurring after the Base Tax Year that are involved in such settlement. The provisions of this subsection 6.1.3 shall survive the expiration of the Lease Term.
Tax Reduction Proceedings. After an Event of Default, Mortgagor shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. (a) Both before and after Closing, Seller will continue to have the exclusive right to initiate, prosecute, withdraw, settle or otherwise compromise in the manner it deems appropriate any protest or reduction proceeding affecting ad valorem taxes assessed against the Property (a "Tax --- Reduction Proceeding") for years prior to the year in which the Closing is to --------------------- occur and Seller or its assigns will have the exclusive right to receive all real estate tax refunds attributable to, and to be reimbursed by Buyer for all real estate tax credits attributable to, the year prior to the year in which the Closing is to occur; provided, however that any such credits shall first be applied to any amounts required to be credited to Tenants pursuant to the terms of their respective leases.
(b) Both before and after Closing, Seller will continue to have the exclusive right to prosecute, but will not have the right to withdraw, settle or otherwise compromise without the written consent of Buyer, which consent will not be unreasonably withheld, any Tax Reduction Proceeding initiated prior to the Closing Date for the year in which the Closing is to occur. If, as of the Closing Date, Seller has not initiated a Tax Reduction Proceeding for the year in which the Closing occurs, either Seller or Buyer may thereafter do so; provided, however, that (i) Seller will first notify Buyer of its intent to do so and will not initiate such a Tax Reduction Proceeding if Buyer initiates the same within thirty (30) days after such notice; (
Tax Reduction Proceedings. Seller (or Manager) may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any Property for the tax year in which the Closing Date occurs shall be apportioned between Seller and Buyer. Tax refunds for any year prior to the tax year in which the Closing Date occurs shall belong entirely to Seller. If, in lieu of a tax refund for the tax year in which the Closing Date occurs or a prior tax year, a tax credit is received for the tax year in which the Closing Date occurs or subsequent tax year, then (x) within thirty (30) days after receipt by Seller or Buyer, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Buyer and (y) upon realization by Buyer of a tax savings on account of such credit, Buyer shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing Date occurs shall belong solely to Seller (and Buyer shall have no interest therein). Notwithstanding anything in this Section 11 to the contrary, Buyer shall have the right to approve the party retained by Seller (or Manager) for the tax appeal for the year of Closing and the right to approve any fee arrangement with respect thereto. The provisions of this Section 11 shall survive the Closing.
Tax Reduction Proceedings. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Premises and/or instituted certiorari proceedings to review such assessed valuations for any tax years prior to the tax year of Closing, Purchaser acknowledges and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise and/or settle the same or cause the same to be brought on for trial and to take, conduct, withdraw and/or settle appeals, and Purchaser hereby consents to such actions as Seller may take therein. Prior to the Closing, Seller shall not withdraw, compromise or settle any such proceedings for any fiscal period in which the Proration Date occurs or any subsequent fiscal period without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Any refund or tax savings for any year or years prior to the tax year in which the Proration Date occurs shall belong solely to Seller. Any tax savings or refund for the tax year in which the Proration Date occurs shall be prorated in accordance with Section 6 hereof between Seller and Purchaser after deduction of reasonable attorneys' fees and other reasonable expenses related to the proceeding. Purchaser and Seller shall each execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such proceeding and collecting the amount of any refund or tax savings. If Seller receives any tax refund or credit, Seller shall, after deducting the reasonable expenses of the collection thereof, pay to Purchaser, promptly after the receipt of such funds or credit, the portion, if any, of such refund or credit to which the past and/or present Tenants of the Building may be entitled (whether by way of refund or rent credit) under the terms of their respective Leases or any other agreements). The provisions of this Section 11 shall survive the Closing.
Tax Reduction Proceedings. After an Event of Default, the Credit Parties shall be deemed to have appointed Agent as their attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Owned Real Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Obligations remains unpaid and any Event of Default shall be continuing.