Common use of Cooperation and Tax Disputes Clause in Contracts

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 consent not to be unreasonably withheld or delayed. Each party 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 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, Property or the Member Interests, and to the extent within Optionor’s possession and control, the LLC and the Property, Interests 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 Property 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 Property 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 consent not to be unreasonably withheld or delayed. Each party 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 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 '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 consent not to be unreasonably withheld or delayed. Each party 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 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 Partnership Interest, the Member Interests, and to the extent within Optionor’s possession and control, the LLC L.P. 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 Partnership 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 LLCL.P., the Property, the LLC Partnership 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 consent not to be unreasonably withheld or delayed. Each party 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 and the Members, on the one hand, and Kite Realty, on the other hand, Company shall provide each other with such cooperation and information relating to the LLC InterestPartnership, the Member Subsidiary Partnerships, Interests, Subsidiary Interests and to the extent within Optionor’s possession and control, the LLC and the Property, 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Company promptly shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Company or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the LLC Interest Partnerships, Subsidiary Partnerships, Interests, Subsidiary Interests or the Member Interests Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Company 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 date on which the acquisition of the Interests occurs (the “Closing Date”). Optionor and each Member promptly shall promptly notify Kite Realty the Company 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 Optionor, Partnerships, any Subsidiary Partnership or the LLC, the Property, the LLC Interest or any of the Member InterestsFee Owner. Each of Kite Realty, on the one hand, Company 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realty) for the payment of any additional tax liability, and Kite Realty the Company shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Company 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Company 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 with respect to 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 and the Members, on the one hand, and Kite Realty, on the other hand, Operating Partnership 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, 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereofEffective Date, Kite Realty the Operating Partnership shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Operating Partnership 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 Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Operating Partnership 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 date on which the acquisition of the Property occurs (the “Closing Date”). Optionor and each Member shall promptly notify Kite Realty the Operating Partnership 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, Operating Partnership 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, providedhowever, 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realtythe Operating Partnership) for the payment of any additional tax liability, and Kite Realty the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Operating Partnership 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Operating Partnership 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 and the Members, on the one hand, and Kite Realty, on the other hand, Operating Partnership shall provide each other with such cooperation and information relating to the LLC Interest, Property or the Member Interests, and to the extent within Optionor’s possession and control, the LLC and the Property, Interests 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Operating Partnership shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the LLC Interest Property or the Member Interests and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Operating Partnership 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 date on which the acquisition of the Interests or Merger occurs (the “Closing Date”). Optionor and each Member shall promptly notify Kite Realty the Operating Partnership 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 Property or the LLC, the Property, the LLC Interest or any of the Member InterestsFee Owner. Each of Kite Realty, on the one hand, Operating Partnership 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realtythe Operating Partnership) for the payment of any additional tax liability, and Kite Realty the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Operating Partnership 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Operating Partnership 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 and the Members, on the one hand, and Kite Realty, on the other hand, Company shall provide each other with such cooperation and information relating to the LLC InterestPartnerships, the Member Interests, Interests and to the extent within Optionor’s possession and control, the LLC and the Property, 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Company promptly shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Company or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the LLC Interest Partnerships, Interests or the Member Interests Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Company 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 date on which the acquisition of the Interests occurs (the “Closing Date”). Optionor and each Member promptly shall promptly notify Kite Realty the Company 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 InterestsPartnerships. Each of Kite Realty, on the one hand, Company 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realty) for the payment of any additional tax liability, and Kite Realty the Company shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Company 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Company 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 with respect to 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 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 Partnership Interest, the Member Interests, and to the extent within Optionor’s 's possession and control, the LLC L.P. 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 Partnership 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 LLCL.P., the Property, the LLC Partnership 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 consent not to be unreasonably withheld or delayed. Each party 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 and the Members, on the one hand, and Kite Realty, on the other hand, Operating Partnership 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, 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Operating Partnership shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Operating Partnership 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 Property and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Operating Partnership 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 date on which the acquisition of the Property occurs (the "Closing Date"). Optionor and each Member shall promptly notify Kite Realty the Operating Partnership 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, Operating Partnership 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realtythe Operating Partnership) for the payment of any additional tax liability, and Kite Realty the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Operating Partnership 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Operating Partnership 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 and the Members, on the one hand, and Kite Realty, on the other hand, Operating Partnership shall provide each other with such cooperation and information relating to the LLC Interest, the Member Interests, Interests (and to the extent within Optionor’s 's possession and control, the LLC Fee Owner 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Operating Partnership shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Operating Partnership 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 the Operating Partnership 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 date on which the acquisition of the Interests occurs (the "Closing Date"). Optionor and each Member shall promptly notify Kite Realty the Operating Partnership 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 and the LLC, the Property, the LLC Interest or any of the Member InterestsFee Owner. Each of Kite Realty, on the one hand, Operating Partnership 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realtythe Operating Partnership) for the payment of any additional tax liability, and Kite Realty the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Operating Partnership 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Operating Partnership 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 and the Members, on the one hand, and Kite Realty, on the other hand, Operating Partnership 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, Property or the LLC and the Property, Interests 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty the Operating Partnership shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty the Operating Partnership or any of its affiliates of notice of (i) any pending or threatened tax audits or assessments with respect to the LLC Interest Property or the Member LLC Interests and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty the Operating Partnership 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 date on which the acquisition of the LLC Interests or Merger occurs (the "Closing Date"). Optionor and each Member shall promptly notify Kite Realty the Operating Partnership 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 Property or the LLC, the Property, the LLC Interest or any of the Member Interests. Each of Kite Realty, on the one hand, Operating Partnership 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(or its direct or indirect owners, as the case may be, have if applicable) has acknowledged liability (except as a partner of Kite Realtythe Operating Partnership) for the payment of any additional tax liability, and Kite Realty the Operating Partnership shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite Realty, on the one hand, Operating Partnership 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 consent not to be unreasonably withheld or delayedwithheld. Each party Optionor and the Operating Partnership 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 and the MembersOptionor, on the one hand, and Kite RealtyUSI, 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, 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 refund, or (iii) conducting or defending any proceeding in respect of taxes. Any time after the date hereof, Kite Realty USI shall promptly notify Optionor or the Members, as applicable, in writing upon receipt by Kite Realty USI 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 an Option Property, and (ii) any pending or threatened federal, state, local or foreign tax audits or assessments of Kite Realty USI 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 USI 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 InterestsOptionor. Each of Kite RealtyUSI, on the one hand, and Optionor and/or the MembersOptionor, 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 has acknowledged liability (except as a partner of Kite Realty) for the payment of any additional tax liability, and Kite Realty USI shall have the right to control any other audits and proceedings. Notwithstanding the foregoing, neither Kite RealtyUSI, on the one hand, nor Optionor and/or the MembersOptionor, 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. Each party USI and Optionor 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.