Common use of Tax Reduction Proceedings Clause in Contracts

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. If Seller has heretofore filed applications any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the reduction Property, relating to any fiscal years through and including fiscal year 2009, are pending at the time 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 Seller reserves and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise continue to prosecute and/or settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date to institute a tax reduction proceeding, tax protest proceeding or cause tax assessment appeal for the Property with respect to fiscal year 2009 (which taxes are being adjusted hereunder on an accrual basis, but are payable to the taxing authorities in 2010), and Seller shall have the right to continue to prosecute and/or settle the same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any such tax reduction proceedings, tax protests or tax assessment appeals for the Property with respect to be brought on for trial the 2009 tax year. Purchaser shall cooperate with Seller, at Seller’s sole cost and to takeexpense, conductin connection with the prosecution and/or settlement of any such tax reduction proceedings, withdraw and/or settle tax protests or tax assessment appeals, and Purchaser hereby consents to including executing such actions documents as Seller may take therein. Prior reasonably request in order for Seller to the Closing, Seller shall not withdraw, compromise or prosecute and/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 delayedproceedings. Any refund refunds or savings in the payment of taxes resulting from such tax reduction proceedings, tax protests or tax savings for any year or years assessment appeals applicable to the period prior to the tax year in which the Proration Closing Date occurs shall belong solely to Seller, and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. Any tax All attorneys’ fees and other expenses incurred in obtaining such refunds or savings or refund for the tax year in which the Proration Date occurs shall be prorated in accordance with Section 6 hereof apportioned between Seller and Purchaser after deduction in proportion to the gross amount of reasonable attorneys' such refunds or savings payable to Seller and Purchaser, respectively, except that Purchaser’s liability for such fees and other reasonable expenses related to shall not exceed 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)savings so obtained. The provisions of this Section 11 7.4 shall survive the Closing.

Tax Reduction Proceedings. If From and after the date of this Agreement until the Closing, Seller has heretofore filed applications shall not commence any new proceeding or proceedings for the reduction of the assessed valuation of the Premises and/or instituted certiorari Property without Purchaser’s prior written consent (which consent shall not be required for proceedings to review such assessed valuations for any tax years prior in Seller’s ordinary course of business, unless the proceeding relates to the tax fiscal year of Closing, Purchaser acknowledges the Closing or will impact any subsequent fiscal years). Seller is hereby authorized to continue any proceeding or proceedings now pending for the reduction of the assessed valuation of the Property; 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 litigate or settle any such proceedings for any involving periods prior to the Closing without Purchaser’s consent (unless the proceeding relates to the fiscal period in which year of the Proration Date occurs Closing or will impact any subsequent fiscal period without the prior written consent years). Purchaser shall be entitled to that portion of Purchaser, which consent shall not be unreasonably withheld or delayed. Any any refund or tax savings for any year or years prior relating to the tax year in which period occurring from and after 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 proceedingClosing. Purchaser and Seller shall each execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such any proceeding for the tax year in which the Closing Date occurs and collecting the amount of any refund or tax savings. If Seller receives any tax refund Any refunds or credit, Seller shall, after deducting credits due for the reasonable expenses periods prior to Purchaser’s ownership of the collection thereof, pay Property shall remain the sole property of Seller. Any refunds or credits due for the periods from and after Purchaser’s ownership of the Property shall remain the sole property of Purchaser. Purchaser and Seller agree that all sums payable to Purchaser, tenants under the Leases on account of such tax savings or refund shall be promptly after the paid to such tenants following receipt of such funds tax savings 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)refund. The provisions of this Section 11 15 shall survive the Closing.

Tax Reduction Proceedings. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Premises Property and/or instituted certiorari proceedings to review such assessed valuations for any prior tax years years, then prior to the tax year expiration of Closingthe Due Diligence Period, Purchaser acknowledges and agrees that (i) Seller shall have sole control of such proceedings, and (ii) Seller shall continue to prosecute the same with diligence, 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 , provided that from and after the Closingexpiration of the Due Diligence Period until the Closing or earlier termination of this Agreement, if Purchaser has timely delivered the Approval Notice, Seller shall not withdraw, compromise or settle be authorized to take any such proceedings act which would negatively impact the assessment of the Property for any fiscal the period from and after Closing without Purchaser’s consent 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 delayedits sole and absolute discretion. Any refund or tax the savings or refund for any year or years prior to the tax year in which the Proration Date Closing herein occurs shall belong solely to SellerSeller and Seller shall be responsible for remitting any portion thereof it is required to remit to the Tenants under the Leases. Any tax savings or refund for the tax year in which the Proration Date Closing 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 all sums payable to tenants under the amount Leases. All sums payable to tenants under the Leases on account of any such tax savings or refund or tax savings. If Seller receives any tax refund or credit, Seller shall, after deducting the reasonable expenses of the collection thereof, pay shall be promptly paid to Purchaser, promptly after the such tenants following receipt of such funds tax savings 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 Closingrefund.

Tax Reduction Proceedings. If (a) To the extent the Seller has heretofore filed applications or the Company or any of its Subsidiaries shall have the right to file and/or prosecute an application for the reduction of the assessed valuation of a Company Property or any portion thereof for real estate taxes or a refund of property Taxes previously paid (a “Tax Certiorari Proceeding”) to any Governmental Authority, 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 assign such right to Buyer (or the Company or its Subsidiary shall retain such right), and the Buyer (or the Company or its Subsidiary) shall have sole control of such proceedings, including the right to withdraw, settle or otherwise compromise and/or settle Tax Certiorari Proceedings affecting real estate taxes assessed against 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 Company Property (i) for any fiscal period prior to the fiscal year in which the Proration Date occurs Closing shall occur, and (ii) for the fiscal year in which the Closing shall occur or any subsequent fiscal period without year thereafter, provided in each case, that Buyer (or the prior written consent of PurchaserCompany or its Subsidiary) shall have such right only if the Seller shall have consented with respect thereto, which consent shall not be unreasonably withheld or delayed. Any refund or The amount of any tax savings for any year or years prior refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to the tax year in which the Proration Date occurs shall belong solely to Seller. Any tax savings or refund Company Property for the tax year in which the Proration Date Closing occurs shall be prorated in accordance with Section 6 hereof apportioned between the Seller and Purchaser the Buyer as of the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Company Property for the tax year in which the Closing occurs, then (x) within thirty (30) days after deduction receipt by the Seller or the Buyer, as the case may be, of reasonable evidence of the actual amount of such tax credit (net of attorneys' ’ fees and other reasonable expenses related costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between the Seller and the Buyer, and (y) upon realization by the Buyer or any of its direct or indirect Subsidiaries owning an interest in any Company Property following the Closing of a tax savings on account of such credit, the Buyer shall pay to the proceedingSeller an amount equal to the savings realized (as apportioned). Purchaser All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing shall occur shall belong solely to the Seller (and Seller the Buyer, the Company and its Subsidiaries shall each execute all consentshave no interest therein) and, receipts, instruments and documents which may reasonably if the same shall be requested in order paid to facilitate settling such proceeding and collecting the amount of any refund Buyer (or tax savings. If Seller receives any tax refund the Company or credit, Seller shall, after deducting the reasonable expenses its Subsidiary) or anyone acting on behalf of the collection thereofBuyer (or the Company or its Subsidiary), pay same shall be paid to Purchaser, promptly after the Seller within ten (10) Business Days of receipt of such funds or credittax refund. Notwithstanding anything to the contrary contained herein, any monies received by Buyer, the portionCompany, if any, one of the Company Subsidiaries or Seller pursuant to this Section which are required to be reimbursed to any tenants pursuant to Leases shall first be paid to such tenants prior to any additional application of such refund or credit funds pursuant 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 ClosingSection.