Common use of Tax Appeals Clause in Contracts

Tax Appeals. If any tax reduction proceedings in respect of the Property, relating to any fiscal years ending prior to the 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 settle the same; provided, however, that Seller shall not settle any such proceeding without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. Purchaser shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings. Any refunds or savings in the payment of taxes resulting from such tax reduction proceedings applicable to taxes payable during the period prior to the Closing Date shall belong to and be the property of Seller, and any refunds or savings in the payment of taxes applicable to 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 excess of the refund or savings paid to such party unless such party initiated such proceeding. The provisions of this Section 13.23 shall survive the Closing and the delivery of the Deed.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings in respect of or tax assessment appeals for the Property, relating to any fiscal years ending prior to the Current Tax Year or relating to the Current Tax Yearthrough and including fiscal year 2010, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and and/or settle the same; providedsame without the consent of Purchaser. From and after the Effective Date and at any time after the Closing Date, howeverSeller hereby reserves and shall have the exclusive right to institute a tax reduction proceeding, that tax protest proceeding or tax assessment appeal for the Property with respect to real estate taxes attributable to fiscal year 2010 and Seller shall not have the right to prosecute and/or settle any such proceeding the same without the consent of Purchaser’s prior written consent, which consent . Purchaser agrees that it shall not be unreasonably withheld independently institute any tax reduction proceedings, tax protest proceedings, or delayedtax assessment appeals for the Property with respect to any tax year(s) up to and including the 2010 tax year. 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, 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 such any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to taxes payable during the period prior to the Closing Date shall belong to and be the property of Seller, Seller and any refunds or savings in the payment of taxes applicable to taxes payable the period 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 excess of the refund or savings paid to such party unless such party initiated such proceeding. The provisions of this Section 13.23 shall survive the Closing and the delivery of the Deedrespectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings in respect of or tax assessment appeals for the Property, relating to any fiscal years ending prior to the Current Tax Year or relating to the Current Tax Yearthrough and including fiscal year 2009, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and and/or settle the same; providedsame without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, howeverat any time after the Closing Date, that 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 not have the right to prosecute and/or settle any such proceeding the same without the consent of Purchaser’s prior written consent, which consent . Purchaser agrees that it shall not be unreasonably withheld independently institute any tax reduction proceedings, tax protest proceedings, or delayedtax assessment appeals for the Property with respect to the 2007, 2008 and/or the 2009 tax years. 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, 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 such any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to taxes payable during the period prior to the Closing Date shall belong to and be the property of Seller, Seller and any refunds or savings in the payment of taxes applicable to taxes payable the period 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 excess of the refund or savings paid to such party unless such party initiated such proceeding. The provisions of this Section 13.23 shall survive the Closing and the delivery of the Deedrespectively.

Tax Appeals. If any tax reduction proceedings, tax protest proceedings in respect of or tax assessment appeals for the Property, relating to any fiscal tax years ending prior up to the Current Tax Year or relating to the Current Tax Yearand including tax year 2010, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and and/or settle the same; providedsame without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, howeverat any time after the Closing Date, that to institute a tax reduction proceeding, tax protest proceeding or tax assessment appeal for the Property with respect to real estate taxes attributable to tax years up to and including the tax year in which the Closing occurs and Seller shall not have the right to prosecute and/or settle any such proceeding the same without the consent of Purchaser’s prior written consent, which consent . Purchaser agrees that it shall not be unreasonably withheld independently institute any tax reduction proceedings, tax protest proceedings, or delayedtax assessment appeals for the Property with respect to any tax year up to and including the 2010 tax year. 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, 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 such any tax reduction proceedings, tax protest proceedings or tax assessment appeals applicable to taxes payable during the period prior to the Closing Date shall belong to and be the property of Seller, Seller and any refunds or savings in the payment of taxes applicable to taxes payable the period 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 excess of the refund or savings paid to such party unless such party initiated such proceeding. The provisions of this Section 13.23 shall survive the Closing and the delivery of the Deedrespectively.