Tax Certiorari Proceedings Sample Clauses

Tax Certiorari Proceedings. Seller is hereby authorized, but not obligated, to (a) commence (prior to the Closing Date) or continue (after the Effective Date and after the Closing Date) any proceeding for the reduction of the assessed valuation of any Property for any tax year which, in accordance with the laws and regulations applicable to such Property, requires that, to preserve the right to bring a tax certiorari proceeding with respect to such tax year, such proceeding be commenced prior to the Closing Date and (b) endeavor to settle any such proceeding in Seller's discretion. After the Closing, with respect to any Property, (i) Seller shall retain all rights (subject to any rights of Tenants under their Leases) with respect to any tax year ending prior to the tax year (and all refunds relating thereto) in which the Closing Date occurs, and shall have the sole right to participate in and settle any proceeding relating thereto (provided, that such settlement does not affect the assessed tax value for any subsequent tax year), and (ii) Buyer shall have all rights (subject to any rights of Tenants under their Leases) with respect to any tax year (and all refunds relating thereto) which ends after the Closing Date; provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement shall not be made without Buyer's prior consent, which consent shall not be unreasonably withheld or delayed. With respect to any such proceeding for a tax year in which the Closing Date occurs (whether commenced by Seller or Buyer), any refund or credit of taxes for such tax year shall be applied first to the unreimbursed out-of-pocket expenses, including reasonable counsel fees, necessarily incurred in obtaining such refund or credit, and second, to any Tenant entitled to same, and the balance shall be apportioned between Seller and Buyer as of the Closing Date in accordance with the proportion of the applicable tax year occurring before and after the Closing Date. In each case, the party which prosecuted the proceeding shall deliver to the other copies of receipted tax bills and any decision or settlement agreement evidencing the reduction in taxes. If any refund shall be received by Seller which is for the account of Buyer as provided in this Section 8.6, then Seller shall hold Buyer's share thereof in trust for Buyer and, promptly upon receipt thereof, pay such share to Buyer or any other party entitled to same as provided above. If any refund shall be receiv...

Tax Certiorari Proceedings. 32 ARTICLE IX MISCELLANEOUS

Tax Certiorari Proceedings. The Owners shall not hereafter institute any proceedings for the reduction of the assessed valuation of the Property without the prior written consent of Cedar. The net refund of taxes received in connection with any tax certiorari proceedings shall be apportioned to provide that the net refund (as hereinafter defined) of taxes for a period prior to the Proration Date shall be the property of the Owners and that any refund for any period after the Proration Date shall be the property of the Partnership. The "net refund" is the amount of the tax refund after deducting therefrom any refunds due to tenants pursuant to their leases, a pro rata share of all expenses, including counsel fees necessarily incurred in obtaining such refund, the allocation of such expenses to be based upon the total refund obtained in the proceeding and in any other proceeding simultaneously involved in the trial or settlement. All of same shall be apportioned as of the Proration Date and the apportionment made as herein set forth.

Tax Certiorari Proceedings. Except as set forth in Schedule 5.l(p), there are no ongoing tax certiorari proceedings with respect to Real Property owned by Sellers.

Tax Certiorari Proceedings. (a) If any Tax reduction Proceeding related to the Real Property for any fiscal year ending prior to the fiscal year in which the Closing occurs is pending at the time of the Closing, Seller reserves the right to continue to prosecute or settle the same. If any Tax reduction Proceeding related to the Real Property for the fiscal year in which the Closing occurs is pending at the time of Closing, Seller reserves the right to continue to prosecute or settle the same; provided, however, that Seller shall not settle any such Proceeding without Purchaser’s prior Consent, which consent shall not be unreasonably withheld or delayed. Purchaser shall cooperate reasonably with Seller in connection with the prosecution of any such Tax reduction Proceedings. (b) All refunds or savings in Taxes resulting from such Tax reduction Proceedings for periods ending prior to the Effective Time shall belong to and be the property of Seller. All refunds or savings in the payment of Taxes resulting from such Tax reduction Proceedings for periods beginning after the Effective Time shall belong to and be the property of Purchaser. All refunds or savings in the payment of Taxes resulting from such Tax reduction Proceedings for periods that include the Closing Date shall be apportioned between Purchaser and Seller equitably.

Tax Certiorari Proceedings. Seller has not undertaken any tax certiorari proceedings covering the tax assessment period in which the Closing is anticipated to occur, although 1552-TGI, Inc. may have undertaken such proceedings for the tax assessment periods prior to the tax assessment period in which the Closing is anticipated to occur.

Tax Certiorari Proceedings. There are currently filed petitions to the Administrative Appeal to the Value Adjustment Board in order to contest the 2004 and 2005 Tax Assessments.

Tax Certiorari Proceedings. There are no tax certiorari proceedings pending or, to the applicable Seller’s Knowledge, threatened, against Seller with respect to any portion of the Property.

Tax Certiorari Proceedings. From and after the date of this Agreement, Transferor shall not settle or compromise any certiorari proceeding relating to any tax year (an "Assignable Proceeding") without Transferee's consent, which shall not be unreasonably withheld or delayed. At the Closing, Transferor shall execute and deliver such documents as may be required to assign all of Transferor's right, title and interest in any Assignable Proceeding to Transferee. After the Closing, Transferee shall have all rights (subject to any rights of Tenants under their Leases) to apply for, prosecute and settle tax certiorari proceedings with respect to any tax year (whether such tax year began before or after the Closing), and to retain all refunds and credits relating thereto. If any refund shall be received by Transferor on or after the Closing Date, Transferor shall pay the same to Transferee within fifteen (15) Business Days after receipt thereof. Transferor shall execute any and all consents or other documents as may be reasonably necessary to be executed by Transferor so as to permit Transferee to commence or continue any tax certiorari proceeding which Transferee is authorized to commence or continue pursuant to the terms of this Section 7.3, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 7.3 shall survive the Closing.