Common use of Tax Appeals Clause in Contracts

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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4, respectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar tax years through and including the calendar tax year of in which the Closing occurs, 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 the tax years 2007, 2008, 2009, 2010 prior to and any subsequent year through including the tax year in which the Closing occurs, 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 tax years prior to and including the tax year in which the Closing occurs. Purchaser agrees that it (a) shall provide and 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 each other 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 the other party 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar tax years through up to and including the calendar tax year of Closing 2010, 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 tax years 2007, 2008, 2009, 2010 up to and any subsequent year through including the tax year in which the Closing occurs, 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, year up to and including the 2010 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 appealyear. 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar years Tax Year through and including the calendar year of Tax Year in which the Closing occurs, 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 PurchaserPurchaser including, without limitation, instituting any tax reduction proceeding, tax protest proceeding or tax assessment appeal for the Property with respect to property values determined during the Tax Year that the Closing occurs, but attributable to Tax Years after the Closing. 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 the Tax Years prior to and any subsequent year through including the year Tax Year in which the Closing occurs, 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 Tax Years prior to and including the year Tax Year in which the 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence Purchaser, respectively. For purposes of this Section 7.4, respectively.“

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar fiscal years through and including the calendar fiscal year of Closing 2010, 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. From and after the Effective Date and at any time after the Closing Date, Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date, right 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, fiscal year 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, year(s) up to and including the 2010 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 appealyear. 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively. In no event shall the amount of attorneys’ fees and other expenses apportioned to Purchaser exceed the amount of refunds or savings apportioned to Purchaser.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar fiscal years through and including the calendar fiscal year of Closing 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 calendar fiscal years 2007, 2008, 2009, 2010 and any subsequent year through the year in which Closing occurs, 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, 2009, 2010 or any subsequent year through 2008 and/or 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 2009 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 appealyears. 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar fiscal years through and including the calendar fiscal year of Closing 2010, 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 fiscal years 2007, 2008, 2009, 2009 and 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, 2009 or 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 appealyears. 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable applicable to the period from and after the Closing Date shall belong to Purchaser. All reasonable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively.. Article VIII CONDITIONS PRECEDENT TO CLOSING

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for in respect of the Property, relating to any calendar fiscal years through and including ending prior to the calendar year of Closing Current Tax Year or relating to the Current Tax Year, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and/or and settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive rightsame; provided, at any time after the Closing Datehowever, 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 that Seller shall have the right to prosecute and/or not 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 without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or appealdelayed. Purchaser shall reasonably 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 such tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable to taxes payable during the period prior to the Closing Date shall belong to Seller (except to and be the extent that Purchaser gives Seller a proration credit therefore in which event the parties shall ratably share in the refunds or savings) property of Seller, and any refunds or savings in the payment of taxes attributable applicable to the period taxes payable from and after the Closing Date shall belong to and be the property of 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 (without regard to any amounts reimbursable to tenants); provided, however, that neither Seller nor Purchaser shall have any liability for any such fees or expenses in accordance with excess of the prior sentence refund or savings paid to such party unless such party initiated such proceeding. The provisions of this Section 7.4, respectively.13.23 shall survive the Closing and the delivery of the Deed. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SEE NEXT PAGE FOR SIGNATURES]

Tax Appeals. If If, subsequent to the Closing, any tax proceeding shall result in a reduction proceedingsof any assessment, tax protest proceedings or tax assessment appeals charge 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 applicable 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 the 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 amount of the samesavings or refund for such fiscal year, less the reasonable expenses (including reasonable fees and (bdisbursements payable to attorneys or consultants) 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 incurred 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) and any refunds or savings in the payment of taxes attributable 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 Buyer as of the Closing as if the reduction had been known as of that date. Neither Seller nor Buyer will withdraw, settle or compromise any reduction proceeding affecting the Property without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed, except that the consent of Seller shall not be required for tax years occurring subsequent to the gross amount Closing, and the consent of Buyer shall not be required for tax years prior to the tax year in which the Closing occurs. The party receiving payment of the reduction shall promptly pay the other party its share of such refunds reduction. After the Closing, Seller may institute or savings payable maintain an action or actions to protest against or review real property tax assessments against the Property for any year prior to the year in which the Closing shall occur and Buyer shall extend to Seller all reasonable and Purchaser necessary cooperation in accordance connection therewith. After the Closing, Buyer may institute or maintain and diligently pursue an action or actions to protest against or review real property tax assessments against the Property for the years subsequent to the year in which the Closing occurs and Seller shall extend to Buyer all reasonable and necessary cooperation in connection therewith. Any and all decisions, determination and settlements in connection with any action or actions with respect to taxes for the prior sentence tax year in which the Closing occurs shall be made jointly by Buyer and Seller and each party shall extend to the other all reasonable and necessary cooperation in connection therewith (neither party, however, being obligated to expend any monies to fund the action(s) of this Section 7.4, respectivelythe other party in connection with any protest). This provision shall survive the Closing.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the Property, relating to any calendar fiscal years through and including the calendar fiscal year of Closing 2010, 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. From and after the Effective Date and at any time after the Closing Date, Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date, right 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, fiscal year 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, year(s) up to and including the 2010 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 appealyear. 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 cooperationproceedings. Any refunds or savings in the payment of taxes resulting from any tax reduction proceedings, tax protest proceedings or tax assessment appeals attributable applicable 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) and any refunds or savings in the payment of taxes attributable 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 in accordance with the prior sentence of this Section 7.4Purchaser, respectively.

Tax Appeals. Buyer acknowledges that it has been informed that Seller is in the process of contesting its 2009 real estate taxes for the Property and may contest its 2010 taxes as well. If any tax reduction proceedings, tax protest proceedings or Seller is successful in obtaining a lower tax assessment appeals for the Property, relating all credits, refunds or other compensation related to (a) the prorated portion of the 2010 tax year ending on the Closing Date, and (b) the 2009 and prior tax years (collectively, the “Seller Tax Period”) shall belong to Seller. Buyer shall promptly pay Seller for (i) the amount of any refund Buyer receives related to the Seller Tax Period and (ii) the cash equivalent of any non-monetary benefit or other compensation Buyer receives related to the Seller Tax Period, including, but not limited to, tax credits applied to subsequent tax years, whereupon Buyer will be entitled to receive the benefit of such tax credits. Seller shall not be entitled to any calendar years through compensation related to a lower tax assessment for the 2011 and including subsequent tax years. Buyer agrees to take such other actions as may be required to fulfill the calendar year intent of Closing are pending at the time of Closing, parties hereunder. Seller reserves and shall have the right to continue and to prosecute and/or settle control the same without progress of and to make all decisions with respect to any contest of the consent of Purchaser. Seller hereby reserves real estate taxes 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 personal property taxes for the Property with respect to due and payable during the Closing Tax Year and all prior Tax Years. Seller shall keep Buyer apprised of any contest of the real estate taxes attributable to calendar years 2007, 2008, 2009, 2010 and any subsequent year through personal property taxes for the year in which Property due and payable during the Closing occurs, Tax Year and Seller all prior Tax Years. Buyer shall have the right to prosecute and/or settle control the same without the consent progress of Purchaser. Purchaser agrees that it shall not independently institute and to make all decisions with respect to any tax reduction proceedings, tax protest proceedings, or tax assessment appeals contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the 2007Property shall be applied in the following order of priority: first, 2008to pay the costs and expenses (including reasonable attorneys’ fees, 2009expenses and disbursements and fees contingent on the amount of recovery) incurred in connection with obtaining such tax refund or credit; Purchase Agreement Property: IC Buckhead, 2010 Atlanta GA second, to pay any amounts due to any past or any subsequent year through present tenant of the year in which Closing occurs. Purchaser agrees that it Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) shall provide Seller with written notice and a copy of any and all correspondence related to any tax reduction proceedings, tax protest proceedings, refunds or tax assessment appeals for the Property initiated by any taxing entity with respect credits attributable to the 2007, 2008, 2009, 2010 or any subsequent year through Closing Tax Year shall be apportioned between Buyer and Seller in the year manner provided in which Closing occurs tax years within 5 days of receipt of the same, and Paragraph 7.1; (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 credits attributable to the any period prior to the Closing Date Tax Year, shall belong be paid to Seller Seller; and (except to the extent that Purchaser gives Seller a proration credit therefore in which event the parties shall ratably share in the refunds or savingsc) and any refunds or savings in the payment of taxes credits attributable to the any period from and after the Closing Date shall belong to Purchaser. All attorneys' fees and other expenses incurred in obtaining such refunds or savings Tax Year shall be apportioned between paid to Buyer. Buyer and Seller agree to cooperate with each other and Purchaser to execute any and all documents reasonably requested in proportion to furtherance of the gross amount foregoing. The provisions of such refunds or savings payable to Seller and Purchaser in accordance with Section shall survive the prior sentence of this Section 7.4, respectivelyClosing.