Common use of Tax Protest Clause in Contracts

Tax Protest. If, as a result of any tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available relating to the Property with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Seller shall be allowed to continue any tax protest or appeal existing as of the Effective Date and to the extent that such protest or appeal continues beyond the Closing Date, then Purchaser shall reasonably cooperate with Seller’s continuance of the same, including providing any necessary consent therefor to the extent required by the taxing authorities. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, and Purchaser shall be entitled to and shall receive any refund of taxes applicable to the period after the Closing Date, net of Seller’s costs, fees and expenses as hereinbelow described. All real estate tax refunds and credits received after Closing with respect to the Property shall be applied first toward reimbursement of all actual, unaffiliated third party out of pocket costs, fees and expenses (including attorneys’ fees and expenses) incurred in connection with obtaining such tax refund or credit, and thereafter apportioned between Seller (with respect to all periods through and including the Closing Date) and Purchaser (with respect to all periods after the Closing Date). Any real estate tax refund paid by the taxing authorities directly to Purchaser with respect to the period prior to the Closing Date, shall, within ten (10) days of receipt thereof, be paid in full by Purchaser to Seller. Any real estate tax refund paid by the taxing authorities directly to Seller with respect to the period after the Closing Date, shall, within ten (10) days of receipt thereof, be paid in full by Seller to Purchaser, net of Seller’s costs, fees and expenses as aforesaid. The terms of this Section 11.15 shall survive Closing and shall not merge with the Deed.

Tax Protest. If, as a result of (i) If any tax protest or otherwisereduction proceedings in respect of the Property, relating to any refund is paid or fiscal years ending prior to 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. If any tax reduction proceedings in respect of any real property or other tax or assessment is made available the Property, relating to the Property with respect to any period for whichfiscal year in which the Closing occurs, under are pending at the terms time of this AgreementClosing, Seller is responsible, Seller then Sellers reserve and shall be entitled to receive or retain such refund or have the benefit of such reduction, less the equitable prorated costs of collection. Seller shall be allowed right to continue to prosecute and/or settle the same; provided, however, that Sellers shall not settle any tax protest such proceeding without Purchaser’s prior written consent, which consent shall not be unreasonably withheld, conditioned or appeal existing as of the Effective Date and to the extent that such protest or appeal continues beyond the Closing Date, then delayed. Purchaser shall reasonably cooperate with Seller’s continuance of the same, including providing any necessary consent therefor to the extent required by the taxing authorities. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, and Purchaser shall be entitled to and shall receive any refund of taxes applicable to the period after the Closing Date, net of Seller’s costs, fees and expenses as hereinbelow described. All real estate tax refunds and credits received after Closing with respect to the Property shall be applied first toward reimbursement of all actual, unaffiliated third party out of pocket costs, fees and expenses (including attorneys’ fees and expenses) incurred Sellers in connection with obtaining the prosecution of any such tax refund reduction proceedings. (ii) Any refunds or credit, and thereafter apportioned between Seller (with respect savings in the payment of taxes resulting from such tax reduction proceedings applicable to all periods through and including the Closing Date) and Purchaser (with respect to all periods after the Closing Date). Any real estate tax refund paid by the taxing authorities directly to Purchaser with respect to taxes payable during the period prior to the date of the Closing Dateshall belong to and be the property of the applicable Seller, and any refunds or savings in the payment of taxes applicable to taxes payable from and after the date of the 55 Closing shall belong to and be the property of Purchaser; provided, however, that if any such refund creates an obligation to reimburse any Tenants under Tenant Leases for any 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 Tenant Lease to such Tenant) shall, within ten at Sellers’ election, either (10a) days of receipt thereof, be paid in full by to Purchaser and Purchaser shall disburse the same to Seller. Any real estate tax refund such tenants or (b) be paid by the taxing authorities applicable Seller directly to Seller with respect the Tenants entitled thereto. All attorneys’ fees and other expenses incurred in obtaining such refunds or savings shall be apportioned between Sellers and Purchaser in proportion to the period after gross amount of such refunds or savings payable to the Closing Date, shall, within ten (10) days of receipt thereof, be paid in full by applicable Seller to and Purchaser, net respectively (without regard to any amounts reimbursable to Tenants); provided, however, that neither Sellers nor Purchaser shall have any liability for any such fees or expenses in excess of Seller’s costs, fees and expenses as aforesaid. The terms of this Section 11.15 shall survive Closing and shall not merge with the Deedrefund or savings paid to such party unless such party initiated such proceeding.

Tax Protest. IfPurchaser hereby acknowledges that as of the date hereof Seller’s affiliate Xxxxxx Southwest (“Xxxxxx”) has engaged SWBC Ad Valorem Tax Advisors, as LLC (DBA Polunsky Ad Valorem Tax Advisors) (“Tax Advisor) to contest the ad valorem tax valuation for the year 2018 (the “Tax Contest”) under that certain Agreement For Property Tax Services between Xxxxxx and Tax Advisor (the “Existing Tax Consulting Agreement”). The Existing Tax Consulting Agreement covers properties other than the Property, and prior to Closing, Seller shall cause the Property to be excluded from the Existing Tax Consulting Agreement and shall enter into a result of any new tax protest or otherwise, any refund is paid or reduction of any real property or other tax or assessment is made available consulting agreement with Tax Advisor relating only to the Property on the same terms and conditions as the Existing Tax Consulting Agreement (the “New Tax Consulting Agreement”) and provide a copy thereof to Purchaser. The New The Tax Consulting Agreement shall be assigned to and assumed by Purchaser at Closing; and Purchaser shall continue to prosecute the Tax Contest after Closing; provided however, Purchaser shall not settle the Tax Contest with respect to any period for which, under the terms of this Agreement, Seller is responsible, Seller shall be entitled to receive or retain such refund or the benefit of such reduction, less the equitable prorated costs of collection. Seller shall be allowed to continue any tax protest or appeal existing as of the Effective Date and to the extent that such protest or appeal continues beyond the Closing Date, then Purchaser shall reasonably cooperate with Seller’s continuance of the same, including providing any necessary consent therefor to the extent required by the taxing authorities. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing DateDate without Seller’s prior written consent, and Purchaser which consent shall not be entitled to and shall receive unreasonably withheld. Following the resolution of the Tax Contest, any refund refunds or savings in the payment of taxes resulting from such Tax Contest applicable to the period after the Closing Date, net of Seller’s costs, fees and expenses as hereinbelow described. All real estate tax refunds and credits received after Closing with respect to the Property shall be applied first toward reimbursement of all actual, unaffiliated third party out of pocket costs, fees and expenses (including attorneys’ fees and expenses) incurred in connection with obtaining such tax refund or credit, and thereafter apportioned between Seller (with respect to all periods through and including the Closing Date) and Purchaser (with respect to all periods after the Closing Date). Any real estate tax refund paid by the taxing authorities directly to Purchaser with respect to taxes payable during the period prior to the Closing DateDate shall belong to and be the property of Seller, shall, within ten (10) days and any refunds or savings in the payment of receipt thereof, be paid in full by Purchaser taxes applicable to Seller. Any real estate tax refund paid by the taxing authorities directly to Seller with respect to the period taxes payable from and after the Closing Date, shall, within ten (10) days Date shall belong to and be the property of receipt thereof, Purchaser. All fees and other expenses incurred in obtaining such refunds or savings under the New Tax Consulting Agreement shall be paid apportioned between Seller and Purchaser in full by proportion to the gross amount of such refunds or savings payable to Seller to and Purchaser, net of Seller’s costs, fees and expenses as aforesaidrespectively. The terms provisions of this Section 11.15 5.6 shall survive Closing and shall not merge with the DeedClosing.

Tax Protest. If, If as a result of a protest of any real property Taxes relating to the Property for any full tax protest or otherwise, year ending prior to the year of the Closing any refund is paid or reduction of any real property or other tax or assessment is made available Tax relating to the Property with respect to any period for whichsuch tax year is obtained, under the terms of this Agreement, Seller is responsible, Seller such refund shall be entitled to receive or retain such refund or for the benefit account of such reduction, less the equitable prorated Contributor after first providing for payment of costs of collection. Seller shall be allowed to continue any tax protest or appeal existing as of the Effective Date and to the extent that such protest or appeal continues beyond the Closing Date, then Purchaser shall reasonably cooperate with Seller’s continuance of the same, including providing any necessary consent therefor to the extent required by the taxing authorities. Seller shall retain all rights with respect to any refund of taxes applicable to any period prior to the Closing Date, and Purchaser shall be entitled to and shall receive any refund of taxes applicable to the period after the Closing Date, net of Seller’s costs, fees and expenses as hereinbelow described. All real estate tax refunds and credits received after Closing with respect to the Property shall be applied first toward reimbursement of all actual, unaffiliated third party out of pocket costs, fees and expenses collection (including attorneys’ fees and expenses) incurred in connection with obtaining such tax refund disbursements and any income or credit, and thereafter apportioned between Seller (other Taxes imposed with respect to all periods through such refund) and including adjustments owed Tenants under the Leases. If as a result of a protest of any real property Taxes relating to the Property for the tax year that includes the Closing Date) any refund of any real property or other Tax relating to the Property for such year is obtained, such refund shall be prorated between Contributor and Purchaser the Partnership based upon their respective periods of ownership of the Property during the year of the Closing, after first providing for payment of costs of collection (including attorneys’ fees and disbursements and any income or other Taxes imposed with respect to all periods after such refund) and adjustments owed Tenants under the Leases. The Parties agree that Contributor shall have the right to file, maintain, control and settle any protest of real property Taxes relating to the Property for any full tax year ending prior to the year of the Closing Date)if such Taxes (x) were paid by Contributor prior to the Closing, (y) taken into account as a Proration Item for the credit of the Partnership pursuant to Section 10.4 or (z) for which Contributor has indemnified the Partnership pursuant to this Agreement, and the Partnership shall cooperate in connection therewith. Any The Partnership shall have the right to file, maintain, control and settle any protest of real estate tax property Taxes relating to the Property other than any protest described in the immediately preceding sentence, and Contributor shall cooperate in connection therewith. Anything above to the contrary notwithstanding, the foregoing provisions of this Section 17.15 shall not apply to any refund of real property or other Taxes (a) to the extent such refund was taken into account as a Proration Item for the credit of Contributor pursuant to Section 10.4 or (b) which Taxes were paid by the taxing authorities directly Partnership or any of its Affiliates and were not taken into account as a Proration Item for the credit of the Partnership pursuant to Purchaser with respect Section 10.4 and for which Contributor has not indemnified the Partnership, and such refund shall be solely for the account of and shall belong to the period prior to the Closing Date, shall, within ten (10) days of receipt thereof, be paid in full by Purchaser to SellerPartnership. Any real estate tax refund paid by the taxing authorities directly to Seller with respect to the period after the Closing Date, shall, within ten (10) days of receipt thereof, be paid in full by Seller to Purchaser, net of Seller’s costs, fees and expenses as aforesaid. The terms of this Section 11.15 This provision shall survive Closing and shall not merge with the DeedClosing.