Prosecution and Settlement of Proceedings. If any Tax reduction proceedings in respect of any Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax reduction proceedings in respect of any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax reduction proceedings.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of the Real Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, Sellers reserve and shall have the right to continue to prosecute and/or settle the same. Prior to the Closing, Sellers reserve and shall have the right to initiate and continue any tax reduction proceedings in respect of the Real Property relating to the fiscal year in which the Closing occurs; provided, however, that Sellers shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. From and after the Closing, Buyer shall have the right to initiate or assume tax reduction proceedings in respect of the Real Property relating to the fiscal year in which the Closing occurs and shall have the right to continue to prosecute and/or settle the same. Sellers and Buyer shall, from time to time, each keep the other reasonably informed of the status of any such tax reduction proceedings.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of any Property, whether relating to any fiscal years in which, or ending prior to, the fiscal year in which the Closing occurs, are pending at the time of the Closing, the Buyer shall have the right to continue to prosecute and/or settle the same. The Seller shall reasonably cooperate with the Buyer in connection with the prosecution of any such tax reduction proceedings.
Prosecution and Settlement of Proceedings. Seller reserves unto itself and shall have the right to initiate, prosecute and/or settle any tax reduction proceedings in respect of the Hotel relating to any period of Seller’s ownership of the Hotel; provided, however, that Seller shall not settle any tax reduction proceedings in respect of the Hotel relating to or affecting taxes attributable to the fiscal year in which the Closing occurs without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of any Owned Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same, subject to reasonable consultation with Buyer over any such settlement and so long as such settlement does not have a material adverse effect with respect to Taxes for the fiscal year in which Closing occurs or thereafter. If any tax reduction proceedings in respect of any Owned Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller shall use commercially reasonable efforts to promptly transition the prosecution thereof to Buyer or its designee, whereupon Buyer shall have the right to continue to prosecute and/or settle the same. Buyer and Sellers shall reasonably cooperate with each other in connection with the prosecution of any such tax reduction proceedings. Table of Contents
Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, the Seller reserves and shall have the right to continue to prosecute and/or settle the same in the name of the Property Owner. If any tax reduction proceedings in respect of the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Seller shall not settle any such proceeding without the Buyer's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with the Seller in connection with the prosecution of any such tax reduction proceedings and Seller shall not, to effectuate a reduction of such taxes, specifically agree with the relevant authorities to an increase in such taxes for fiscal years ending after the year during which the Closing occurs. Seller's obligation set forth in the preceding sentence shall survive Closing.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and/or settle the same at its expense (which such costs shall be reimbursed to Seller from any tax refund or credit received at the conclusion of such tax reduction proceedings), provided that Seller shall employ counsel reasonably approved by Buyer, and shall promptly provide to Buyer all material information relating to such proceedings as and when such information becomes known to Seller, together with such other information as Buyer may reasonably request; provided further, that Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller elects not to control any tax reduction proceeding in respect of the Property relating to the fiscal year in which the Closing occurs pending at the time of Closing, then Seller shall give prompt written notice to Buyer of such election, and, thereafter, Buyer shall have the right, but not the obligation, to control such proceedings and the settlement or compromise thereof, which such settlement or compromise shall be subject to Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings.
Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of any Owned Property or Leased Property, (i) relating to any fiscal years ending prior to the fiscal year in which the Closing occurs or (ii) relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then until January 15, 2013, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same, subject to Buyer’s reasonable approval and ability to participate; provided, however, that such Seller shall not settle any such proceeding that relates to the taxable year during which the Closing occurs or which could reasonably be expected to increase any Tax liability with respect to any Property in a taxable period (or portion thereof) following the Closing Date without the Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such tax reduction proceedings. From and after February 15, 2013, the Buyer shall have the sole right to continue and prosecute and/or settle any tax reduction proceedings in respect of any Owned Property or Leased Property.
Prosecution and Settlement of Proceedings. 43 Section 13.2 Application of Refunds or Savings.......................43 Section 13.3 Survival................................................44
