Common use of Tax Appeals Clause in Contracts

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.)