Common use of Tax Certiorari Proceedings Clause in Contracts

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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 shall survive the Closing.

Tax Certiorari Proceedings. Seller is hereby authorized, but not obligated, to (a) commence (If any tax reduction proceedings in respect of any Contributor Property, relating to any fiscal years ending prior to the fiscal year in which the Closing Dateoccurs, are pending at the time of the Closing, then Contributor agrees not to withdraw, settle or otherwise compromise any such tax reduction proceeding without the consent of Contributee, which consent shall not be unreasonably withheld or delayed. (b) or continue If any tax reduction proceedings in respect of any Contributor Property, relating to the fiscal year in which the Closing occurs (after or, to the Effective Date and extent applicable, relating to any fiscal year commencing after the Closing Date), are pending at the time of Closing, then (i) any proceeding for at the reduction Closing Contributor shall assign over and transfer to Contributee all of the assessed valuation of any Property for any tax year which, Contributor's rights in accordance with the laws and regulations applicable to such Propertyproceedings to Contributee, requires thatContributee shall assume all obligations of Contributor thereunder arising from and after the Closing, to preserve and Contributee shall have the right to bring a tax certiorari proceeding with respect continue to such tax year, such proceeding be commenced prior to prosecute and/or settle 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 Datesame; provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement Contributee shall not be made settle any such proceeding without BuyerContributor's prior written consent, which consent shall not be unreasonably withheld or delayed. With respect . (c) Any refunds or savings in the payment of taxes resulting from such tax reduction proceedings applicable to the period prior to the date of the Closing shall belong to and be the property of Contributor, and any refunds or savings in the payment of taxes applicable to the period from and after the date of the Closing shall belong to and be the property of Contributee; provided, however, that if any such proceeding refund creates an obligation to reimburse any tenants under Leases for any rents or additional rents paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such tenant) shall be paid to Contributee and Contributee shall, at Contributee's election, either (x) disburse the same to such tenants or (y) credit the tenants the same against the next installments of such tenant's Overage Rents (unless the requirements of the applicable Lease requires that such reimbursement be applied in a tax year different manner, in which the Closing Date occurs (whether commenced by Seller or Buyer), any refund or credit of taxes for event Contributee shall apply such tax year shall be applied first reimbursement amount according to the unreimbursed out-of-pocket expenses, including terms of the applicable Lease). All reasonable counsel fees, necessarily attorneys' fees and other expenses incurred in obtaining such refund refunds or credit, and second, to any Tenant entitled to same, and the balance savings shall be apportioned between Seller Contributor and Buyer as of the Closing Date Contributee 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 gross amount of receipted tax bills such refunds or savings payable to Contributor 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 8.6Contributee, 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 shall survive the Closingrespectively.

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) a. If any proceeding for the tax reduction proceedings in respect 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 Premises relating to any Property, (i) Seller shall retain all rights (subject to any rights of Tenants under their Leases) with respect to any tax fiscal year ending prior to the tax fiscal year (and all refunds relating thereto) in which the Closing Date occursoccurs are pending at the time of the Closing, Seller reserves and shall have the sole right to participate continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of the Premises relating to the fiscal year in which the Closing occurs are pending at the time of the Closing, then Seller reserves 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 the right to any rights of Tenants under their Leases) with respect continue to any tax year (and all refunds relating thereto) which ends after prosecute and/or settle the Closing Date; same, provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement Seller shall not be made settle any such proceeding without Buyer's Purchaser’s prior written consent, which consent shall not be unreasonably withheld 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 7(d). With Purchaser shall reasonably cooperate with Seller 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 Premises relating to any such proceeding for a tax fiscal year ending after the fiscal year in which the Closing Date occurs occurs. Seller 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 Seller, 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; provided, however, that if any such refund creates an obligation to reimburse any Tenants for any Overage Rent paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (whether commenced after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall, at Seller’s election, either (i) be paid to Purchaser and Purchaser shall disburse the same to such Tenants or (ii) be paid by Seller or Buyer), any refund or credit of taxes for such tax year shall be applied first directly to the unreimbursed out-of-pocket expenses, including Tenants entitled thereto. All reasonable counsel fees, necessarily attorneys’ fees and other expenses incurred in obtaining such refund refunds or credit, and second, to any Tenant entitled to same, and the balance savings shall be apportioned between Seller and Buyer as of the Closing Date Purchaser 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 gross amount of receipted tax bills and any decision such refunds 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share savings payable to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6Purchaser, or to collect any refund or credit with respect respectively (without regard to any such tax proceeding. amounts reimbursable to Tenants). c. The provisions of this Section 8.6 Article 26 shall survive the Closing.

Tax Certiorari Proceedings. Seller is hereby authorized, but not obligated, to (a) commence (prior to the Closing Date) A. If any tax reduction or continue (after the Effective Date and after the Closing Date) any proceeding for the reduction of the assessed valuation tax certiorari proceedings in respect of any Unit or the 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 relating to any Property, (i) Seller shall retain all rights (subject to any rights of Tenants under their Leases) with respect to any tax fiscal year ending prior to the tax fiscal year (and all refunds relating thereto) in which the Closing Date occursoccurs are pending at the time of the Closing, Seller reserves and shall have the sole right to participate continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of any Unit or the Property relating to the fiscal year in which the Closing occurs are pending at the time of the Closing, then Seller reserves 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 the right to any rights of Tenants under their Leases) with respect continue to any tax year (and all refunds relating thereto) which ends after prosecute and/or settle the Closing Date; same, provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement Seller shall not be made settle any such proceeding without Buyer's Purchaser’s prior written consent, which consent shall not be unreasonably withheld 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 7(D). With Purchaser shall reasonably cooperate with Seller 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 any Unit or the Property relating to any such proceeding for a tax fiscal year ending after the fiscal year in which the Closing Date occurs (whether commenced by occurs. Seller or Buyer), any refund or credit of taxes for such tax year shall be applied first to the unreimbursed reasonably cooperate with Purchaser at no out-of-pocket expensesexpense to Seller 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 Seller, including 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; provided, however, that if any such refund creates an obligation to reimburse any Tenants for any Overage Rent paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall, at Seller’s election, either (i) be paid to Purchaser and Purchaser shall disburse the same to such Tenants or (ii) be paid by Seller directly to the Tenants entitled thereto. All reasonable counsel fees, necessarily attorneys’ fees and other expenses incurred in obtaining such refund refunds or credit, and second, to any Tenant entitled to same, and the balance savings shall be apportioned between Seller and Buyer as of the Closing Date Purchaser 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 gross amount of receipted tax bills and any decision such refunds 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share savings payable to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6Purchaser, or to collect any refund or credit with respect respectively (without regard to any such tax proceeding. amounts reimbursable to Tenants). C. The provisions of this Section 8.6 Article 26 shall survive the Closing.

Tax Certiorari Proceedings. Seller is Sellers are 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 Sellers' discretion; provided, however, that if such proceeding is (i) for a tax year in which the Closing Date occurs or would affect such tax year or any subsequent tax year, such settlement shall not be made without Sellers' prior consent, which consent shall not be unreasonably withheld or delayed, and (ii) for a tax year which commences after the Closing Date, the right to continue and settle such proceeding, including, without limitation, any contracts or agreements with tax certiorari counsel with respect to any such tax year, shall be deemed assigned to and assumed by Buyer at the Closing. After the Closing, with respect to any Property, (i) Seller Sellers 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 Sellers 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 Sellers 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 Sellers which is for the account of Buyer as provided in this Section 8.68.7, then Seller Sellers 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 received by Buyer which is for the account of Seller Sellers as provided in this Section 8.68.7, then Buyer shall hold Seller's Sellers' share thereof in trust for Seller Sellers and, promptly upon receipt thereof, pay such share to Seller Sellers or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.68.7, or to collect any refund or credit with respect to any such tax proceeding. Schedule 8.7 sets forth a list of all pending tax certiorari proceedings to which a Seller is a party. The provisions of this Section 8.6 8.7 shall survive the Closing.

Tax Certiorari Proceedings. Seller is Sellers are 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 SellerSellers' discretion; provided, however, that if such proceeding is (i) for a tax year in which the Closing Date occurs or would affect such tax year or any subsequent tax year, such settlement shall not be made without Buyer's discretionprior consent, which consent shall not be unreasonably withheld or delayed, and (ii) for a tax year which commences after the Closing Date, the right to continue and settle such proceeding, including, without limitation, any contracts or agreements with tax certiorari counsel with respect to any such tax year, shall be deemed assigned to and assumed by Buyer at the Closing. After the Closing, with respect to any Property, (i) Seller Sellers 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 Sellers 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 Sellers 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 Sellers which is for the account of Buyer as provided in this Section 8.68.7, then Seller Sellers 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 received by Buyer which is for the account of Seller Sellers as provided in this Section 8.68.7, then Buyer shall hold Seller's Sellers' share thereof in trust for Seller Sellers and, promptly upon receipt thereof, pay such share to Seller Sellers or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.68.7, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 8.7 shall survive the Closing.

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 the Property for any tax year which, in accordance with the laws and regulations applicable to such the 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 the 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 (providedPROVIDED, 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; providedPROVIDED, howeverHOWEVER, 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 attorneys' 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 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 the same as provided above. If any refund shall be received by Buyer which is for the account of Seller as provided in this Section SECTION 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to the same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section SECTION 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section SECTION 8.6 shall survive the Closing.

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 the Property for any tax year which, in accordance with the laws and regulations applicable to such the 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 the 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 shall survive the Closing.

Tax Certiorari Proceedings. Seller is hereby authorized, but not obligated, to (a) commence (prior to the Closing Date) A. If any tax reduction or continue (after the Effective Date and after the Closing Date) any proceeding for the reduction tax certiorari proceedings in respect 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 Premises relating to any Property, (i) Seller shall retain all rights (subject to any rights of Tenants under their Leases) with respect to any tax fiscal year ending prior to the tax fiscal year (and all refunds relating thereto) in which the Closing Date occursoccurs are pending at the time of the Closing, Seller reserves and shall have the sole right to participate continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of the Premises relating to the fiscal year in which the Closing occurs are pending at the time of the Closing, then Seller reserves 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 the right to any rights of Tenants under their Leases) with respect continue to any tax year (and all refunds relating thereto) which ends after prosecute and/or settle the Closing Date; same, provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement Seller shall not be made settle any such proceeding without Buyer's Purchaser’s prior written consent, which consent shall not be unreasonably withheld 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 7(D). With Purchaser shall reasonably cooperate with Seller 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 Premises relating to any such proceeding for a tax fiscal year ending after the fiscal year in which the Closing Date occurs occurs. Seller, at no out of pocket cost or liability to Seller, 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 Seller, 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; provided, however, that if any such refund creates an obligation to reimburse any Tenants for any Overage Rent paid or to be paid, that portion of such refund equal to the amount of such required reimbursement (whether commenced after deduction of allocable expenses as may be provided in the Lease to such Tenant) shall, at Seller’s election, either (i) be paid to Purchaser and Purchaser shall disburse the same to such Tenants or (ii) be paid by Seller or Buyer), any refund or credit of taxes for such tax year shall be applied first directly to the unreimbursed out-of-pocket expenses, including Tenants entitled thereto. All reasonable counsel fees, necessarily attorneys’ fees and other expenses incurred in obtaining such refund refunds or credit, and second, to any Tenant entitled to same, and the balance savings shall be apportioned between Seller and Buyer as 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 Purchaser shall not be required to fund any portion of the Closing Date in accordance with cost of obtaining such refunds or savings which exceeds the proportion amount 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 refund or settlement agreement evidencing the reduction in taxes. If any refund shall be received by Seller savings 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 allocated to Buyer or any other party entitled to same as provided above. If any refund shall be received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. Purchaser. C. The provisions of this Section 8.6 Article 26 shall survive the Closing.

Tax Certiorari Proceedings. Seller is hereby authorized, but not obligated, to (a) commence (If any tax reduction proceedings in respect of the Premises, relating to 2007 or relating to any fiscal years 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 fiscal 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, are pending at the time of the Closing, Seller reserves and shall have the sole right to participate in and continue to prosecute and/or 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 Datesame; provided, however, that if the proceeding is for a tax year in which the Closing Date occurs, such settlement Seller shall not be made settle any such proceeding which affects any fiscal year after 2007 without Buyer's Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. With respect to Purchaser shall reasonably cooperate with Seller in connection with the prosecution of any such proceeding for a tax year reduction proceedings. (b) Any refunds or savings in which the payment of taxes resulting from such tax reduction proceedings applicable to the period prior to the date of the Closing Date occurs shall belong to and be the property of Seller (whether commenced provided, however, that if any such refund creates an obligation to reimburse any Tenants under its Lease for any Rent paid or to be paid that portion of such refund equal to the amount of such required reimbursement (after deduction of allocable expenses as may be provided in such Lease) shall be paid to Purchaser by Seller or Buyer(or, at Seller’s election, shall be paid directly by Seller to such Tenant) and upon receipt thereof, Purchaser shall disburse the same to such Tenant), and any refund refunds or credit savings in the payment of taxes for such tax year shall be applied first applicable to the unreimbursed out-of-pocket expenses, including period from and after the date of the Closing shall belong to and be the property of Purchaser. All reasonable counsel fees, necessarily attorneys’ fees and other expenses incurred following the Closing in obtaining such refund refunds or credit, and second, to any Tenant entitled to same, and the balance savings shall be apportioned between Seller and Buyer as of the Closing Date Purchaser 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 gross amount of receipted tax bills and any decision such refunds 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share savings payable to Seller or any and Purchaser, respectively, except that Purchaser’s liability for such fees and other party entitled to same as provided above. Each party expenses shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit not exceed the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. savings so obtained. (c) The provisions of this Section 8.6 11.4 shall survive the Closing.

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 the 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 the 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 received by Buyer which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 shall survive the Closing.

Tax Certiorari Proceedings. Seller is The Contributors are hereby authorized, but not obligated, to (a) commence (prior to the applicable 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 the Contributors' discretion, provided, however, that if such proceeding is (i) for a tax year in which the Closing Date occurs or would affect such tax year or any subsequent tax year, such settlement shall not be made without Spiexxx'x xxxor consent, which consent shall not be unreasonably withheld or delayed, and (ii) for a tax year which commences after the Closing Date, the right to continue and settle such proceeding, including any contracts or agreements with tax certiorari counsel with respect to any such tax year, shall be deemed assigned to and assumed by Spiexxx xx the Closing. After the Closing, with respect to any Property, (i) Seller the Contributors 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 Spiexxx xxxll 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 Spiexxx'x xxxor 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 the Contributors or BuyerSpiexxx), any xny 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 the Contributors and Buyer as Spiexxx xx 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 the Contributors which is for the account of Buyer as Spiexxx xx provided in this Section 8.6, then Seller the Contributors shall hold Buyer's share Spiexxx'x xxxre thereof in trust for Buyer andSpiexxx xxx, promptly upon receipt thereof, pay such share to Buyer or Spiexxx xx any other party entitled to same as provided above. If any refund shall be received by Buyer which Spiexxx xxxch is for the account of Seller the Contributors as provided in this Section 8.6, then Buyer shall Spiexxx xxxll hold Seller's Contributors' share thereof in trust for Seller the Contributors and, promptly upon receipt thereof, pay such share to Seller the Contributors or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be reasonably necessary to be executed by such party so as to permit the other party to commence or continue any tax certiorari proceeding which such other party is authorized to commence or continue pursuant to the terms of this Section 8.6, or to collect any refund or credit with respect to any such tax proceeding. The provisions of this Section 8.6 shall survive the Closing.collect

Tax Certiorari Proceedings. Seller is hereby authorizedSeller, but not obligated, to (a) commence (prior to the Closing Date) or continue (after the Effective Date and after the Closing Date) any proceeding Closing, Purchaser, may hereafter file applications for the reduction of the assessed valuation of any the 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 occursoccurs and may cause certiorari proceedings to be instituted to review such assessed valuations, provided that Seller shall only file any such applications upon the request of Purchaser and after Purchaser has reviewed and consented to the form of such application. In the event that Seller files such applications in accordance with this Section 12.7, Seller shall coordinate the prosecution of such proceedings with Purchaser; provided, however, Seller shall not withdraw, compromise or settle such proceedings without Purchaser’s consent, which may be withheld in Purchaser’s sole discretion. Purchaser shall have the sole right to participate prosecute, compromise and/or settle such proceedings with counsel of its own choosing after the Closing, provided that Seller shall cooperate with Purchaser in and settle connection with such proceedings. Any refunds, abatements or credits awarded in such proceedings, or in 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 proceedings instituted by Purchaser after the Closing Date; provided, however, that if Date relating to the proceeding is for a tax year in which of Closing or any prior tax year, or as a result of any compromise or settlement with respect thereto, shall be first used to reimburse 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 party bringing 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 its out-of-pocket expenses, including reasonable counsel fees, necessarily cost and expenses (as evidenced by invoices or bills) incurred in obtaining connection with such refund or creditproceedings, and secondcompromise and/or settlement, to any Tenant entitled to sameif any, and the balance remainder of such refunds, abatements and credits shall be apportioned prorated between Seller and Buyer Purchaser as of the Closing Date in accordance with Date, provided that, for the proportion avoidance of the applicable ambiguity, Purchaser shall not be entitled to any refunds, abatements or credits relating to any tax year occurring before and after prior to the Closing Datetax year of Closing. In each case, the party which prosecuted the proceeding Either Seller or Purchaser shall deliver promptly pay to the other copies of receipted tax bills and any decision or settlement agreement evidencing the reduction in taxesamount necessary to effect such proration. 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 andpromptly provide Purchaser with any pending offers to reduce the assessed valuation of the Property made by either the New York City Tax Commission or the New York City Corporation Counsel, promptly upon receipt thereofand agrees not to accept any pending offer from either the Tax Commission or Corporation Counsel which would reduce or otherwise affect the land, pay such share to Buyer building or any other party entitled to same as provided above. If any refund shall be received by Buyer total assessed valuation of the Property without Purchaser’s prior written consent, which is for the account of Seller as provided in this Section 8.6, then Buyer shall hold Seller's share thereof in trust for Seller and, promptly upon receipt thereof, pay such share to Seller or any other party entitled to same as provided above. Each party shall execute any and all consents or other documents as may be withheld in Purchaser’s sole discretion. Purchaser and Seller agree to reasonably necessary to be executed by such party so cooperate (without incurring additional costs or obligations) as to permit the other party may reasonably request to commence ensure that payment of any refunds or continue any tax certiorari proceeding abatements to which such other a party is authorized entitled to commence or continue pursuant to the terms of this Section 8.6, 12.7 are paid to such party by the applicable taxing authority. No action on the part of either Purchaser or Seller pursuant to collect any refund or credit with respect to any such tax proceedingthis Section 12.7 shall delay the Closing. The provisions obligations of the parties under this Section 8.6 12.7 shall survive the Closing.