Common use of Tax Protests; Tax Refunds and Credits Clause in Contracts

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during for the calendar year in which the Closing Tax Year occurs and all prior Tax Yearscalendar years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during for all Tax Years calendar years subsequent to the calendar year in which the Closing Tax Yearoccurs. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses ' fees and disbursementsexpenses) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the LeasesLease; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for the calendar year in which the Closing Tax Year occurs (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in proportion to the manner provided number of days in Section 6.3such calendar year that each party owned the Property (with title to the Property being deemed to have passed as of 12:01 a.m. on the Closing Date); (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period prior to the calendar year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period after the calendar year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller Sellers shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the each Property due and payable during for the calendar year in which the Closing Tax Year occurs and all prior Tax Yearscalendar years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the each Property due and payable during for all Tax Years calendar years subsequent to the calendar year in which the Closing Tax Yearoccurs. All real estate and personal property tax refunds and credits received after Closing with respect to the each Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses) incurred in connection with obtaining such tax refund or credit; and second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller Sellers as follows: (a) with With respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for the calendar year in which the Closing Tax Year occurs (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller Sellers in proportion to the manner provided number of days in Section 6.3such calendar year that each party owned the Property (with title to the Property being deemed to have passed as of 12:01 a.m. on the Closing Date); (b) with With respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period prior to the calendar year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, Seller Sellers shall be entitled to the entire refunds and credits; and (c) with With respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period after the calendar year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and taxes, personal property taxes and other assessments for the Property due and payable during assessed for all Tax Years prior to the Tax Year in which the Closing Tax Year and all prior Tax Yearsoccurs. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and taxes, personal property taxes and other assessments for the Property due and payable during assessed for all Tax Years subsequent to the Tax Year in which the Closing occurs. Either Seller or Buyer may require a contest of the real estate taxes, personal property taxes and other assessments for the Property assessed for the Tax YearYear in which Closing occurs, but Seller shall control any such process as above provided. All real estate and personal property tax and assessment refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses) incurred in connection with obtaining such tax or assessment refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during other assessments assessed for the Tax Year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, such refunds and credits shall be apportioned between Buyer and Seller in proportion to the manner provided number of days in Section 6.3such Tax Year that each party owned the Property (with title to the Property being deemed to have passed as of the Cut-Off Time); (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessments assessed for any period Tax Year prior to the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessments assessed for any period Tax Year after the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and for all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for the Tax Year in which the Closing Tax Year occurs and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for all Tax Years subsequent to the Tax Year in which the Closing Tax Yearoccurs. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses fees and disbursementsexpenses) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for the Tax Year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, such refunds and credits shall be apportioned between Buyer and Seller in the manner provided for in Section 6.36.2; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period prior to the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period after the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for the Tax Year in which the Closing Tax Year occurs and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for all Tax Years subsequent to the Tax Year in which the Closing Tax Yearoccurs. All real estate and personal property tax refunds and an credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses ' fees and disbursementsexpenses) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for the Tax Year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, such refunds and credits shall be apportioned between Buyer and Seller in the manner provided for in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period prior to the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period after the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for the Tax Year in which the Closing Tax Year occurs and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during assessed for all Tax Years subsequent to the Tax Year in which the Closing Tax Yearoccurs. All real estate and personal property tax refunds and an credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses ' fees and disbursementsexpenses) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for the Tax Year in which the Closing Tax Year (regardless of the year for which such taxes are assessed)occurs, such refunds and credits shall be apportioned between Buyer and Seller in the manner provided for in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period prior to the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Seller shall be entitled to the entire refunds and credits; : and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during assessed for any period after the Closing Tax Year (regardless of in which the year for which such taxes are assessed)Closing occurs, Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall shall, upon prior written notice to Buyer, have the right to continue file and/or maintain and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due Year (a “Tax Appeal Proceeding”) with respect to taxes attributable to the tax year in which Closing occurs (the “Closing Tax Year”) and payable during all tax years prior to the Closing Tax Year, except to the extent that Tenant has the right under the Lease to control any such Tax Appeal Proceeding, in which case, Seller shall notify Buyer prior to Tenant exercising such right, and Seller shall have the obligation to promptly notify Buyer (i) of any update with respect to the status of any Tax Appeal Proceeding with respect to the taxes attributable to the Closing Tax Year and all prior (ii) in the event that Seller exercises its right to withdraw, settle or otherwise compromise a tax consent pertaining to the Closing Tax YearsYear. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property Tax Appeal Proceedings due and payable during all Tax Years years subsequent to the Closing Tax Year. All To the extent any real estate and or personal property tax refunds and or credits are received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits are attributable to real estate and personal property taxes due paid for any tax year prior to (and payable during specifically excluding) the Closing Tax Year (regardless Year, Seller shall be entitled to the entirety of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in (except to the manner provided in Section 6.3; (b) with respect extent due to Tenant). To the extent any such refunds or credits are attributable to real estate and personal property taxes due and payable paid during any period prior to the Closing Tax Year (regardless of the year for which Year, such taxes are assessed), Seller amounts shall be entitled prorated between the parties in the manner provided in Section 5.2, less reasonable out-of-pocket costs (including, reasonable attorneys’ fees and reasonable out-of-pocket court and filing costs) incurred in obtaining such refund or credit and any amounts due to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after Tenant. The provisions of this section shall survive the Closing Tax Year (regardless of and not be merged therein) for the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and creditsSurvival Period.

Tax Protests; Tax Refunds and Credits. The Lease grants certain rights to Tenant in connection with ad valorem taxes and assessments. This Section 10.3.3 in its entirety is subject to Tenant’s supervening rights under Lease; however, subject thereto, Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Yearsyears. Subject to Tenant’s supervening rights, Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied as provided in the Lease and, to the extent not so provided, in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; and second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ ' fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Yearsyears. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; and second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years prior to the Closing Tax Year and all prior Tax YearsYear. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax YearYear and all subsequent Tax Years. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) actually and reasonably incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (cb) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year and any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits. Seller represents and warrants to Buyer that there are no tax protests nor claims for tax refunds or credits currently in progress.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) 10.3.3.1 with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) 10.3.3.2 with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) 10.3.3.3 with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Subject to Section 10.2.4 (e), Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years prior to the Closing Tax Year and all prior Tax YearsYear. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.3; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits.

Tax Protests; Tax Refunds and Credits. Seller shall have the right to continue and to control the progress of and to make all decisions with respect to any contest of the real estate taxes and personal property taxes for the Property due and payable during the Closing Tax Year and all prior Tax Years, provided that such contest proceeding for the Closing Tax Year shall not be finally settled by Seller without the prior consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. If Buyer, at any time following the Closing, institutes tax reduction or other proceedings not previously instituted by Seller to reduce the assessed valuation of the Real Property with respect to the Closing Tax Year, then such proceeding shall not be finally settled by Buyer without the prior consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer shall have the right to control the progress of and to make all decisions with respect to any tax contest of the real estate taxes and personal property taxes for the Property due and payable during all Tax Years subsequent to the Closing Tax Year. All real estate and personal property tax refunds and credits received after Closing with respect to the Property for any period that includes the period prior to the Closing Date, shall be applied in the following order of priority: first, to pay the costs and expenses (including reasonable attorneys’ fees, expenses and disbursements) incurred in connection with obtaining such tax refund or credit; and second, to pay any amounts due to any past or present tenant of the Property as a result of such tax refund or credit to the extent required pursuant to the terms of the Leases; and third, apportioned between Buyer and Seller as follows: (a) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during the Closing Tax Year (regardless of the year for which such taxes are assessed), such refunds and credits shall be apportioned between Buyer and Seller in the manner provided in Section 6.38.1; (b) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period prior to the Closing Tax Year (regardless of the year for which such taxes are assessed), Seller shall be entitled to the entire refunds and credits; and (c) with respect to any refunds or credits attributable to real estate and personal property taxes due and payable during any period after the Closing Tax Year (regardless of the year for which such taxes are assessed), Buyer shall be entitled to the entire refunds and credits. The provisions of this Section 12.4 shall survive the Closing (and not be merged therein) or earlier termination of this Agreement.