Cooperation and Tax Disputes. Optionor and the Members, on the one hand, and Kite Realty, on the other hand, shall provide each other with such cooperation and information relating to the LLC Interest, the Member Interests, and to the extent within Optionor’s possession and control, the LLC and the Property, as the parties reasonably may request in (i) filing any tax return, amended tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the LLC Interest or the Member Interests and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty or any of its affiliates, in each case which may affect the liabilities for taxes of Optionor or any of the Members with respect to any tax period ending on or before the Closing Date. Optionor and each Member shall promptly notify Kite Realty in writing upon receipt by Optionor or such Member, as the case may be, of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of the Optionor or the LLC, the Property, the LLC Interest or any of the Member Interests. Each of Kite Realty, on the one hand, and Optionor and/or the Members, on the other hand, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date, provided, that Optionor and/or the Members shall collectively have the right to control the conduct of any such audit or proceeding or portion thereof for which Optionor and/or such Members, as the case may be, have acknowledged liability (except as a partner of Kite Realty) for the payment of any additional tax liability, and Kite Realty shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, nor Optionor and/or the Members, on the other hand, may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its direct or indirect owners without the written consent of the other party, such written cons...
Cooperation and Tax Disputes. Optionor and Optionee shall provide each other with such cooperation and information relating to the Property as the parties reasonably may request in (i) filing any tax return, amended tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the Effective Date, Optionee shall promptly notify Optionor in writing upon receipt by Optionee or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Optionee or any of its affiliates, in each case which may affect the liabilities for taxes of Optionor with respect to any tax period ending on or before the Closing Date. Optionor shall promptly notify Optionee in writing upon receipt by Optionor of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of the Property. Each of Optionee and Optionor may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing Date; provided, however, that Optionor shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Optionor (or its direct or indirect owners, if
Cooperation and Tax Disputes. Property Owner, on the one hand, and RPLP, on the other hand, shall provide each other with such cooperation and information relating to such Property Owner’s Property as the parties reasonably may request in (i) filing any tax return, amended tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes. RPLP shall promptly notify Property Owner in writing upon receipt by RPLP or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to Property Owner’s Property, and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of RPLP or any of its affiliates, in each case which may affect the liabilities for taxes of Property Owner with respect to any tax period ending on or before the Closing. Property Owner shall promptly notify RPLP in writing upon receipt by Property Owner of notice of any pending or threatened federal, state, local or foreign tax audits or assessments relating to the income, properties or operations of the Property Owner. RPLP, on the one hand, and Property Owner, on the other hand, may participate at its own expense in the prosecution of any claim or audit with respect to taxes attributable to any taxable period ending on or before the Closing, provided, that Property Owner shall have the right to control the conduct of any such audit or proceeding or portion thereof for which Property Owner has acknowledged liability for the payment of any additional tax liability, and RPLP shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither RPLP, on the one hand, nor Property Owner, on the other hand, may settle or otherwise resolve any such claim, suit or proceeding which could have an adverse tax effect on the other party or its direct or indirect owners without the written consent of the other party, such written consent not to be unreasonably withheld or delayed. RPLP and Property Owner shall retain all tax returns, schedules and work papers, and all material records and other documents relating thereto, until the expiration of the statute of limitations (and, to the extent notified by any party, any extensions thereof) of the taxable years to which such tax returns and other documents relate and until the final determination of any tax in respect of such years.
Cooperation and Tax Disputes. Optionor, on the one hand, and USI, on the other hand, shall provide each other with such cooperation and information relating to an Option Property as the parties reasonably may request in (i) filing any tax return, amended tax return or claim for tax refund, (ii) determining any liability for taxes or a right to a tax refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, USI shall promptly notify Optionor in writing upon receipt by USI or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to an Option Property, and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of USI or any of its affiliates, in each case which may affect the liabilities for taxes of Optionor with respect to any tax period ending on or before the Closing
