Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid (a “Tax Certiorari Proceeding”) to the City of Bellevue for any fiscal year. Seller shall have the right to withdraw, settle or otherwise compromise Tax Certiorari Proceedings affecting real estate taxes assessed against the Property (i) for any fiscal period prior to the fiscal year in which the Closing shall occur without the prior consent of Purchaser, and (ii) for the fiscal year in which the Closing shall occur or any fiscal year thereafter, provided Purchaser shall have consented with respect thereto, which consent shall not be unreasonably withheld, conditioned or delayed and which consent shall be deemed granted in the event that Purchaser fails to respond to a written request for its consent within five (5) Business Days. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any portion of the Property for the tax year in which the Apportionment Time (as defined in Section 8.5.3 below) occurs shall be apportioned between Seller and Purchaser as of the Apportionment Time with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of the Leases or Licenses; and notwithstanding anything to the contrary contained herein, Seller hereby agreeing to be responsible for the return of such refund to such tenants or licensees for the period up to and including the Apportionment Time and Purchaser having such obligation for the return of such refunds attributable to the period from and after the Closing Date. If, in lieu of a tax refund, a tax credit is received with respect to any portion of the Property for the tax year in which the Apportionment Time occurs, then with a prior allocation of the portion thereof which must be returned to tenants or licensees pursuant to the terms of their Leases or Licenses in the same manner as set forth above, (x) within thirty (30) days after receipt by Seller or Purchaser, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Purchaser, and (y) upon realization by Purchaser of a tax savings on account of such credit, Purchaser shall pay to Seller an amo...
Tax Reduction Proceedings. After an Event of Default, Borrower shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Property and/or instituted certiorari proceedings to review such assessed valuations for any prior tax years, Purchaser acknowledges and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise and/or settle the same or cause the same to be brought on for trial and to take, conduct, withdraw and/or settle appeals, and Purchaser hereby consents to such actions as Seller may take therein. Any refund or the savings or refund for any year or years prior to the tax year in which the Closing herein occurs shall belong solely to Seller. Any tax savings or refund for the tax year in which the Closing occurs shall be prorated between Seller and Purchaser after deduction of attorneys’ fees and other expenses related to the proceeding and all sums payable to tenants under the Leases. Purchaser and Seller agree that all sums payable to tenants under the Leases on account of such tax savings or refund shall be promptly paid to such tenants following receipt of such tax savings or refund. Purchaser shall execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such proceeding and collecting the amount of any refund or tax savings.
Tax Reduction Proceedings. After and during the continuance of an Event of Default, Borrowers shall be deemed to have appointed Administrative Agent as their attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Projects for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Obligations remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Property and/or instituted certiorari proceedings to review such assessed valuations for any tax years payable prior to the calendar year in which Closing herein occurs, Purchaser acknowledges and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise and/or settle the same or cause the same to be brought on for trial and to take, conduct, withdraw and/or settle appeals, and Purchaser hereby consents to such actions as Seller may take therein. Any tax savings or refund for any tax year or years payable prior to the calendar year in which Closing herein occurs shall belong solely to Seller. Any tax savings or refund for the tax year payable in the calendar year in which the Closing occurs shall be prorated between Seller and Purchaser after deduction of attorneys’ fees and other expenses related to the proceeding, including, without limitation, the retainer and fees paid or payable by Seller to the attorney representing Seller in any tax proceeding pending for the tax year payable in the calendar year in which the Closing occurs. Purchaser shall execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such proceeding and collecting the amount of any refund or tax savings. The provisions of this Section 11.20 shall survive the Closing.
Tax Reduction Proceedings. After an Event of Default, Mortgagor shall be deemed to have appointed Lender as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. Seller may file and/or prosecute an application for the reduction of the assessed valuation of any of the Property or any portion thereof for real estate taxes or a refund of real estate taxes previously paid relating, in whole or in part, to periods before the Closing Date. The amount of any tax refunds (net of attorneys’ fees and other costs of obtaining such tax refunds) with respect to any Property for the tax year in which the Closing Date occurs shall be apportioned between Seller and Buyer. Tax refunds for any year prior to the tax year in which the Closing Date occurs shall belong entirely to Seller. If, in lieu of a tax refund for the tax year in which the Closing Date occurs or a prior tax year, a tax credit is received for the tax year in which the Closing Date occurs or subsequent tax year, then (x) within thirty (30) days after receipt by Seller or Buyer, as the case may be, of evidence of the actual amount of such tax credit (net of attorneys’ fees and other costs of obtaining such tax credit), the tax credit apportionment shall be readjusted between Seller and Buyer and (y) upon realization by Buyer of a tax savings on account of such credit, Buyer shall pay to Seller an amount equal to the savings realized (as apportioned). All refunds, credits or other benefits applicable to any fiscal period prior to the fiscal year in which the Closing Date occurs shall belong solely to Seller (and Buyer shall have no interest therein). The provisions of this Section 11 shall survive the Closing.
Tax Reduction Proceedings. (a) Both before and after Closing, Seller will continue to have the exclusive right to initiate, prosecute, withdraw, settle or otherwise compromise in the manner it deems appropriate any protest or reduction proceeding affecting ad valorem taxes assessed against the Property (a "Tax Reduction Proceeding") for years prior to the year in which the Closing is to occur and Seller or its assigns will have the exclusive right to receive all real estate tax refunds attributable to, and to be reimbursed by Buyer for all real estate tax credits attributable to, the year prior to the year in which the Closing is to occur; provided, however that any such credits shall first be applied to any amounts required to be credited to Tenants pursuant to the terms of their respective leases.
(b) Both before and after Closing, Seller will continue to have the exclusive right to prosecute, but will not have the right to withdraw, settle or otherwise compromise without the written consent of Buyer, which consent will not be unreasonably withheld, any Tax Reduction Proceeding initiated prior to the Closing Date for the year in which the Closing is to occur. If, as of the Closing Date, Seller has not initiated a Tax Reduction Proceeding for the year in which the Closing occurs, either Seller or Buyer may thereafter do so; provided, however, that (i) Seller will first notify Buyer of its intent to do so and will not initiate such a Tax Reduction Proceeding if Buyer initiates the same within thirty (30) days after such notice; (
Tax Reduction Proceedings. Grantor hereby appoints Beneficiary as its attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Trust Property for real property after an Event of Default or other similar tax purposes and to prosecute any action or proceeding in connection therewith after an Event of Default. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Debt remains unpaid and any Event of Default shall be continuing.
Tax Reduction Proceedings. After an Event of Default, the Credit Parties shall be deemed to have appointed Agent as their attorney-in-fact to seek a reduction or reductions in the assessed valuation of the Owned Real Property for real property tax purposes or for any other purpose and to prosecute any action or proceeding in connection therewith. This power, being coupled with an interest, shall be irrevocable for so long as any part of the Obligations remains unpaid and any Event of Default shall be continuing.
