Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar years through and including the calendar year of Closing are pending at the time of Closing, Seller reserves and shall have the right to continue to prosecute and/or settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date, to institute a tax reduction proceeding, tax protest proceeding or tax assessment appeal for the Property with respect to real estate taxes attributable to calendar years 2007, 2008, 2009, 2010 and any subsequent year through the year in which Closing occurs, and Seller shall have the right to prosecute and/or settle the same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property with respect to the 2007, 2008, 2009, 2010 or any subsequent year through the year in which Closing occurs. Purchaser agrees that it (a) shall provide Seller with written notice and a copy of any and all correspondence related to any tax reduction proceedings, tax protest proceedings, or tax assessment appeals for the Property initiated by any taxing entity with respect to the 2007, 2008, 2009, 2010 or any subsequent year through the year in which Closing occurs tax years within 5 days of receipt of the same, and (b) shall permit Seller to defend and control the defense of Seller against such taxing entity during any such proceeding or appeal. Purchaser shall cooperate with Seller in connection with the prosecution and/or settlement of any such tax reduction proceedings, tax protest proceedings or tax assessment appeals, whether initiated by Seller or any taxing entity, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings or appeals; provided, however, Purchaser shall not be obligated to expend any third‑party, out‑of‑pocket expenses in connection with such cooperation. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable to the period prior to the Closing Date shall belong to Seller (except to the extent that Purchaser gives Seller a proration credit therefore in which event the parties shall ratably share in the refunds or savings) ...
Tax Appeals. Purchaser acknowledges that certain of the Sellers, as identified on the Seller Information Schedule (the “Tax Appeal Sellers”) have filed appeals (each, an “Appeal”) with respect to real estate ad valorem or other similar property taxes applicable to the Tax Appeal Properties (the “Property Taxes”).
Tax Appeals. Subject to the rights of tenants under Leases, following the Closing, (i) Purchaser shall have the right to pursue all tax appeals in progress as of the Closing Date which relate to the year of Closing and all subsequent years and (ii) Seller shall have the right to pursue all tax appeals in progress as of the Closing Date which relate to all years prior to the year of Closing (the “Pre-Closing Tax Appeals”) and any proceeds of the Pre-Closing Tax Appeals shall be the property of Seller unless such proceeds are required to be paid to the tenant under the applicable Lease, in which case, Seller shall promptly upon receipt of such proceeds remit to Purchaser such proceeds less Seller’s out-of-pocket costs, including, without limitation, reasonable attorney’s fees, incurred in connection with such Pre-Closing Tax Appeal, but in no event less than the amounts owed to the tenant under the applicable Lease. Notwithstanding the foregoing, in no event shall Seller settle any Pre-Closing Tax Appeal without the prior consent of Purchaser, not to be unreasonably withheld, conditioned or delayed, unless Seller is required to settle such Pre-Closing Tax Appeal pursuant to the terms of the applicable Lease. If Seller elects not to pursue any Pre-Closing Tax Appeal, Seller shall so notify Purchaser within a reasonable period after the Closing, and Purchaser, at its option, may elect to pursue such Pre-Closing Tax Appeal, unless Purchaser is required to pursue such Pre-Closing Tax Appeal pursuant to the terms of the applicable Leases, in which case Purchaser shall pursue such Pre-Closing Tax Appeal. With respect to (i) any Pre-Closing Tax Appeal which Seller elects not to pursue and which Purchaser elects or is obligated to pursue, and (ii) any tax appeal in progress as of the Closing Date with respect to the year of Closing, Seller shall cooperate with Purchaser, including, without limitation, substituting counsel, making Seller’s experts available to Purchaser and providing Purchaser with copies of such appeals and any relevant documentation. The provisions of this Section 8.10 shall survive the Closing.”
Tax Appeals. Purchaser acknowledges that certain of the Sellers may have filed (or may file) an appeal (the "Appeal") with respect to real estate ad valorem or other similar property taxes applicable to the Property (the "Property Taxes"). The following provisions shall survive the Closing and delivery of the Deeds to Purchaser.
Tax Appeals. The Owner of the Individual Property known as Spring Valley Market Place Shopping Center currently has pending one or more proceedings, assessment appeals and/or administrative/judicial proceedings (collectively, the "Appeals") with various taxing authorities as regards the current and prior tax assessment and/or taxes due and owing as regards the aforesaid Individual Property. At Closing, the Owner of said Individual Property shall assign all of its right, title and interest in and to the Appeals to Buyer and thereafter, neither Seller nor the aforesaid Owner of the Individual Property shall have any right, title or interest in and to the Appeals or any monies whatsoever that may become due and owing from any taxing authority in connection therewith. Buyer shall have the right to deal with the Appeals in its sole and absolute discretion to the extent said Owner of said Individual Property could have dealt with the Appeals but for said assignment thereof. At Closing, the Owner of the aforesaid Individual Property shall execute such documents as reasonably necessary, in form and content reasonably satisfactory to counsel to Buyer and Seller, transferring all right, title and interest in and to the aforesaid Appeals and representing to Buyer that there are, on the date of such documents, no monies due and payable by such Owner in connection with said Appeals. Buyer shall execute at Closing such documents as reasonably necessary in form and content reasonably satisfactory to counsel to Buyer and Seller indemnifying and holding harmless the Owner of said Individual Property from and against any and all loss, cost and expense arising out of or in any way connected with said Appeals.)
Tax Appeals. Tenant may on its own or in Landlord’s name, upon prior written notice to Landlord, at Tenant’s option and at Tenant’s sole cost and expense, protest, appeal, or institute such other proceedings as Tenant may deem appropriate to effect a reduction of real estate or personal property assessments, and Landlord shall reasonably cooperate with Tenant in such protest, appeal, or other action but at Tenant’s expense and at no cost or expense to Landlord; provided, that (i) neither the Demised Premises nor the rent therefrom nor any part or interest in either thereof would be in any danger of being sold, forfeited, attached or lost pending the outcome of such proceedings; (ii) neither Landlord nor Tenant would be in any danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings; and (iii) Tenant shall indemnify, defend, protect and save Landlord harmless from and against any liability, cost or expense of any kind that may be imposed upon Landlord in connection with any such contest and any loss resulting therefrom.
Tax Appeals. Bring, maintain and diligently prosecute any and all actions, appeals and proceedings which are available to Company in order to challenge, reverse or set aside a "Determination of Taxability," as that term is defined in the Bond Documents.
Tax Appeals. 10.8.1 If any appeal of any taxes or assessments is pending as of the Closing Date with respect to any tax period that has closed prior to the Closing Date, Seller shall be entitled to receive any rebate or credit resulting from such appeal, and shall pay all expenses of prosecuting such appeal.
Tax Appeals. If the Government occupies more than 50 percent of the Building by virtue of this and any other Government Lease(s), the Government may, upon reasonable notice, direct the Lessor to initiate a tax appeal, or the Government may elect to contest the assessed valuation on its own behalf or jointly on behalf of Government and the Lessor. If the Government elects to contest the assessed valuation on its own behalf or on behalf of the Government and the Lessor, the Lessor shall cooperate fully with this effort, including, without limitation, furnishing to the Government information necessary to contest the assessed valuation in accordance with the filing requirements of the Taxing Authority, executing documents, providing documentary and testimonial evidence, and verifying the accuracy and completeness of records. If the Lessor initiates an appeal at the direction of the Government, the Government shall have the right to approve the selection of counsel who shall represent the Lessor with regard to such appeal, which approval shall not be unreasonably withheld, conditioned or delayed, and the Lessor shall be entitled to a credit in the amount of its reasonable expenses in pursuing the appeal.
Tax Appeals. There is no ongoing appeal with respect to taxes or special assessments on the Real Property for any year, and any consultants engaged with respect to taxes or special assessments on the Property have been paid in full.
