Common use of Prosecution and Settlement of Proceedings Clause in Contracts

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 Sellers reserves and shall have the right to continue to prosecute and/or settle the same in the name of City Center LLC. 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 Sellers reserve and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers 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 Sellers in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' obligation set forth in the preceding sentence shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Prime Group Realty Trust)

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Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of the any Constituent Property, relating to any fiscal tax years ending prior to the fiscal year in which the Closing occurs occurs, are pending at the time of the Closing, the Sellers applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the name of City Center LLC. Closing occurs or any subsequent tax period. (b) If any tax reduction proceedings in respect of the a Constituent Property, relating to the fiscal tax year in which the Closing occurs, are pending at the time of Closing, then the Sellers reserve such Seller reserves and shall have the right to continue to prosecute and/or and settle the same; provided, however, that the Sellers such 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 the Sellers in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' obligation set forth in the preceding sentence shall survive Closingproceedings.

Appears in 1 contract

Samples: Purchase Agreement (Regeneron Pharmaceuticals Inc)

Prosecution and Settlement of Proceedings. If any tax reduction proceedings 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 Sellers Seller reserves and shall have the right to continue to prosecute and/or settle the same in the name of City Center LLCsame. If any tax reduction proceedings 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 Sellers reserve Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers Seller shall not settle any such proceeding without the Buyer's ’s prior written consent, which consent shall not be unreasonably withheld or delayed, and, if Seller fails to continue to prosecute same, then Buyer shall have the right to prosecute and settle same without Seller’s prior written consent. The Buyer shall reasonably cooperate with the Sellers Seller in connection with the prosecution of any such tax reduction proceedings and Sellers shall not, relating to effectuate a reduction of such taxes, specifically agree with the relevant authorities to an increase fiscal year in such taxes for fiscal years ending after the year during which the Closing occurs. Sellers' obligation set forth in the preceding sentence shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (American Realty Capital New York City REIT, Inc.)

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 occurs, are pending at the time of the Closing, the Sellers Seller reserves and shall have the right to continue to prosecute and/or settle the same in the name of City Center LLCsame. 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 Sellers reserve Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers 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 Sellers Seller in connection with the prosecution of any such tax reduction proceedings. The Seller represents that, as of the date of this Agreement, no such tax reduction proceedings are pending and Sellers shall not, the Seller agrees not to effectuate a reduction of initiate any such taxes, specifically agree with the relevant authorities to an increase in such taxes for fiscal years ending proceedings after the year during which date of this Agreement without the Closing occurs. Sellers' obligation set forth in prior consent of the preceding sentence shall survive ClosingBuyer, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Purchase and Sale Agreement (HRPT Properties Trust)

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 any 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 Sellers relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same so long as no such settlement shall have any material adverse impact on the taxes that shall be charged in respect of the name of City Center LLCProperties with respect to the post-Closing period. If any tax reduction proceedings in respect of the any Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the Sellers reserve relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers 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 the Sellers such Seller in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' obligation set forth in the preceding sentence shall survive Closingproceedings.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DiamondRock Hospitality Co)

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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 Sellers Seller reserves and shall have the right to continue to prosecute and/or settle the same in the name of City Center LLCits own name. 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 Sellers reserve Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers 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 Sellers Seller in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' Seller's obligation set forth in the preceding sentence shall survive Closing.

Appears in 1 contract

Samples: Option Agreement (Prime Group Realty Trust)

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 Sellers Seller reserves and shall have the right to continue to prosecute and/or settle the same in the name of City Center LLCthe 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 Sellers reserve Seller reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that the Sellers 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 Sellers Seller in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' Seller's obligation set forth in the preceding sentence shall survive Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Prime Group Realty Trust)

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of the Property, relating to any fiscal tax years ending prior to the fiscal year in which the Closing occurs occurs, are pending at the time of the Closing, the Sellers Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer’s consent; provided, that, Seller shall not be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the name of City Center LLC. Closing occurs or any subsequent tax period. (b) If any tax reduction proceedings in respect of the Property, relating to the fiscal tax year in which the Closing occurs, are pending at the time of Closing, then the Sellers reserve Seller reserves and shall have the right to continue to prosecute and/or and settle the same; provided, however, that the Sellers 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 the Sellers Seller in connection with the prosecution of any such tax reduction proceedings and Sellers 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. Sellers' obligation set forth in the preceding sentence shall survive Closingproceedings.

Appears in 1 contract

Samples: Purchase Agreement (Seattle Genetics Inc /Wa)

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