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. 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. 32 ARTICLE IX MISCELLANEOUS
Tax Certiorari Proceedings. Neither the Company nor Prime Wellesley has not filed any tax reduction proceedings which are currently pending.
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 proceedings in respect of the Properties relating to any fiscal year ending prior to or in the fiscal year in which the Closing occurs are pending at the time of the Closing, Sellers reserve and shall have the right to continue to prosecute and/or settle the same, provided, however, that Sellers shall not settle any such proceeding in the fiscal year in which the Closing occurs without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, and Purchaser shall be entitled to that portion of any refund relating to the period from and after the Closing in accordance with Section 9.9(d). Purchaser shall reasonably cooperate with Sellers in connection with the prosecution of any such tax reduction proceedings. Purchaser shall have the sole right to prosecute any tax proceedings in respect of the Properties relating to any fiscal year ending after the fiscal year in which the Closing occurs. Sellers shall reasonably cooperate with Purchaser in connection with the prosecution of any such tax proceedings.
(b) Any refunds or savings in the payment of taxes resulting from such tax reduction proceedings applicable to the period prior to the Closing shall belong to and be the property of Sellers, and any refunds or savings in the payment of taxes applicable to the period from and after the Closing shall belong to and be the property of Purchaser. All reasonable attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Sellers and Purchaser in proportion to the gross amount of such refunds or savings payable to Sellers and Purchaser, respectively.
(c) The provisions of this Section 9.13 shall survive the Closing.
Tax Certiorari Proceedings. The Real Property and Improvements have pending 2012 and 2013 real estate tax appeals in the Supreme Court of the State of New York, New York County.
Tax Certiorari Proceedings. 48 Section 13.1 Prosecution and Settlement of Proceedings.....................48 Section 13.2 Application of Refunds or Savings.............................48 Section 13.3 Survival......................................................49
Tax Certiorari Proceedings. Neither Seller nor the Partnership has commenced any, and there are no, pending tax appeal proceedings with respect to the Premises, except with respect to the tax years 2005/2006, 2006/2007 and 2007/2008 (the “Tax Appeal”). A copy of the appeal filed by the Partnership for the 2005/2006, 2006/2007 and 2007/2008 tax years is attached hereto as Exhibit “10.18”. After expiration of the Inspection Period, Buyer shall have the right, whether as contract vendee or as owner, after reasonable consultation with Seller, to prosecute the Tax Appeal or to accept or reject any assessment reduction offered to the Partnership.
Tax Certiorari Proceedings. 2013/14 Tax Appeal
