Tax Appeals Clause Samples
The Tax Appeals clause outlines the procedures and rights of the parties in the event of a dispute or challenge regarding tax assessments or liabilities related to the agreement. Typically, this clause specifies which party has the authority to initiate or control an appeal, the obligations to cooperate during the process, and how any resulting costs or benefits are allocated. Its core function is to provide a clear framework for handling tax disputes, thereby minimizing uncertainty and potential conflict between the parties over tax-related matters.
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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”).
(a) If such Appeal relates to any Tax Year (defined below) prior to the Tax Year in which the Closing occurs, each Tax Appeal Seller shall be entitled, in such Tax Appeal Seller’s sole discretion, to continue to pursue such Appeal after the Closing Date, and, in the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to any such prior Tax Year, each Tax Appeal Seller shall be entitled to the full amount of any rebate, refund or reduction (collectively, a “Refund”) resulting from the Appeal. No Tax Appeal Seller shall be obligated to continue to pursue any Appeal with respect to the applicable Tax Appeal Property, including, without limitation, any Appeal that relates to a Tax Year during or after the Tax Year in which Closing occurs.
(b) If such Appeal relates to the Tax Year in which Closing occurs, then Purchaser shall be entitled to take over and continue such Appeal from and after Closing, at Purchaser’s sole discretion and cost and expense, to reasonably process the Appeal to conclusion with the applicable taxing authority (including any further appeals which Purchaser deems reasonable to pursue). In the event that the Appeal is successful in reducing the amount of Property Taxes payable with respect to the Tax Year in which Closing occurs, then Purchaser and each Tax Appeal Seller shall share any Refund on a pro rata basis (in accordance with the number of days in the Tax Year of Closing that each held title to the applicable Tax Appeal Property) after first reimbursing each of Purchaser and each Tax Appeal Seller for their respective Third-Party Costs incurred in connection with the Appeal. If Third-Party Costs equal or exceed the amount of the Award, then the Award shall be applied to such Third-Party Costs on a pro rata basis, with each of Purchaser and the applicable Tax Appeal Seller receiving a portion of the Award equal to the product of (i) a fraction, the numerator of which is the respective party’s Third-Party Costs, and the denominator of which is the total of both parties’ Third-Party Costs, and (ii) the amount of the Award.
(c) Purchaser shall notify each Tax Appeal Seller within five (5) Busines...
Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any fiscal years through and including fiscal year 2009, 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 fiscal years 2007, 2008 and/or 2009 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 and/or the 2009 tax years. 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, including executing such documents as Seller may reasonably request in order for Seller to prosecute and/or settle any such proceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to the period prior to the Closing Date shall belong to Seller and any refunds or savings in the payment of taxes applicable to the period from and after the Closing Date shall belong to Purchaser. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, respectively.
Tax Appeals. As of the date of this Agreement, Seller has engaged consultants for the purpose of protesting the amount of taxes or the assessed valuation for certain tax periods for the Property ("Protest Proceedings"). Any refunds or proceeds (including interest thereon) on account of a favorable determination, after deduction of costs and expenses incurred for such Protest Proceedings and payment of any reimbursements owing to tenants, shall be: (i) the property of Seller to the extent such refunds or proceeds were for taxes paid by Seller applicable to a period prior to the Closing Date, (ii) prorated between Buyer and Seller for taxes paid for a period during which the Closing Date occurred, and (iii) the Property of Buyer for taxes paid by Buyer for a period after the Closing Date. Seller shall have the obligation to refund to any tenants in good standing as of the date of such refiled, any portion of such refund paid to it which may be owing to such tenants, which payment shall be paid within fifteen (15) days of delivery to Seller by Buyer of written confirmation of such tenants' entitlement to such refunds and the addresses to which such refund amounts should be forwarded. Buyer shall have the obligation to refund to tenants in good standing as of the date of such refund, any portion of such refund paid to it which may be owing to such tenants. Seller agrees to notify Buyer in writing of any receipt of a tax refund within ten (10) business days of receipt of such refund. To the extent either party obtains a refund, a portion of which is owed to the other party, the receiving party shall deliver the refund to the other party immediately upon its receipt.
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.
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.
10.8.2 If any appeal of any taxes or assessments is pending as of the Closing Date with respect to the period in which the Closing Date occurs (“Current Year Tax Appeal”), such taxes or assessments shall be re-prorated between Seller and Purchaser as of the Apportionment Time in accordance with the results of such Current Year Tax Appeal. Seller shall consider in good faith any request by Purchaser to initiate a Current Year Tax Appeal. Seller and Purchaser shall cooperate in the prosecution of each Current Year Tax Appeal. All third party costs and fees incurred in connection with any Current Year Tax Appeal, including legal fees and expenses, shall be paid by Seller to the extent due and payable prior to the Closing Date, and shall be paid by Purchaser to the extent due and payable on or after the Closing Date, but upon completion of the Current Year Tax Appeal, all such costs and fees shall be prorated between Purchaser and Seller in the same proportion as they bear re-prorated taxes and assessments.
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.)
5. The Agreement is amended by adding Paragraph 34, as follows:
Tax Appeals. There are no pending tax appeals filed by Seller in connection with the Property.
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. 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. 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.