Common use of Prosecution and Settlement of Proceedings Clause in Contracts

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.

Appears in 31 contracts

Samples: Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Duke Realty Limited Partnership/)

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Prosecution and Settlement of Proceedings. If any Tax 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 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 tax reduction proceedings.

Appears in 5 contracts

Samples: Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Duke Realty Limited Partnership/), Agreement of Purchase and Sale (Duke Realty Limited Partnership/)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, 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 tax reduction proceedings in respect of any the 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 tax reduction proceedings.

Appears in 3 contracts

Samples: Agreement of Purchase and Sale, Agreement of Purchase and Sale (Resource Real Estate Opportunity REIT II, Inc.), Agreement of Purchase and Sale (Glimcher Realty Trust)

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 applicable Closing occurs, are pending at the time of the applicable 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 applicable 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.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Healthcare Trust of America Holdings, LP), Agreement of Purchase and Sale (Duke Realty Limited Partnership/)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, 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 tax reduction proceedings in respect of any the 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 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 such the Seller in connection with the prosecution of any such Tax tax reduction proceedings.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc), Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of any the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, 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 tax reduction proceedings in respect of any the 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 BuyerXxxxx’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 tax reduction proceedings.

Appears in 2 contracts

Samples: Agreement of Purchase and Sale (Strategic Student & Senior Housing Trust, Inc.), Agreement of Purchase and Sale (Strategic Student & Senior Housing Trust, Inc.)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any 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 relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax tax reduction proceedings in respect of any the 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 and 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 tax reduction proceedings.. 10.15.2

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Hartman vREIT XXI, Inc.)

Prosecution and Settlement of Proceedings. If any Tax 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 each Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax 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 applicable Seller reserves and shall have the right to continue to prosecute and/or and 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 Buyer, at no material cost to Buyer, shall reasonably cooperate with such each Seller in connection with the prosecution of any such Tax tax reduction proceedings.

Appears in 1 contract

Samples: Agreement of Purchase and Sale and Joint Escrow Instructions (Rexford Industrial Realty, Inc.)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs, 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 tax reduction proceedings in respect of any the 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 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 such the Seller in connection with the prosecution of any such Tax tax reduction proceedings.. 42

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Interstate Hotels & Resorts Inc)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any 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 relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax tax reduction proceedings in respect of any the 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 the Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such the Seller in connection with the prosecution of any such Tax tax reduction proceedings.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Shopco Regional Malls Lp)

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Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any Property, (i) 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, occurs or (ii) relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then for six (6) months following the applicable Closing Date 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 withheld, conditioned or delayed. The Buyer shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax tax reduction proceedings. From and after the date that is six (6) months following the applicable Closing Date the Buyer shall have the sole right to continue and prosecute and settle any tax reduction proceedings in respect of any Property.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (American Realty Capital Properties, Inc.)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any Propertythe Units, 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 tax reduction proceedings in respect of any Propertythe Units, 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 Purchaser's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer Purchaser shall reasonably cooperate with such Seller in connection with the prosecution of any such Tax tax reduction proceedings. 41 SECTION 17.2.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Ampal American Israel Corp /Ny/)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any 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 relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax tax reduction proceedings in respect of any the 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 the Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with such the Seller in connection with the prosecution of any such Tax tax reduction proceedings. The Seller represents that, as of the date of this Agreement, no such tax reduction proceedings are pending and the Seller agrees not to initiate any such proceedings after the date of this Agreement without the prior consent of the Buyer, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (HRPT Properties Trust)

Prosecution and Settlement of Proceedings. If any Tax tax reduction proceedings in respect of any 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 relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax tax reduction proceedings in respect of any the 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 and 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 tax reduction proceedingsproceedings at no cost, expense or potential liability to Buyer.

Appears in 1 contract

Samples: Purchase Agreement (KBS Real Estate Investment Trust II, Inc.)

Prosecution and Settlement of Proceedings. If any Tax tax reduction or assessed valuation proceedings in respect of any 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 relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any Tax tax or assessed valuation reduction proceedings in respect of any the 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 tax reduction or assessed valuation proceedings.

Appears in 1 contract

Samples: Agreement of Purchase and Sale (Wells Real Estate Investment Trust Inc)

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