Common use of Tax Reduction Proceedings Clause in Contracts

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. If Seller has heretofore filed applications for the reduction of the assessed valuation of the Property Premises and/or instituted certiorari proceedings to review such assessed valuations for any tax years payable prior to the calendar tax year in which Closing herein occursof Closing, 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. Prior to the Closing, Seller shall not withdraw, compromise or settle any such proceedings for any fiscal period in which the Proration Date occurs or any subsequent fiscal period without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Any refund or tax savings or refund for any tax year or years payable prior to the calendar tax year in which Closing herein the Proration Date occurs shall belong solely to Seller. Any tax savings or refund for the tax year payable in the calendar year in which the Closing Proration Date occurs shall be prorated in accordance with Section 6 hereof between Seller and Purchaser after deduction of reasonable attorneys’ ' fees and other reasonable 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 and Seller shall each 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. If Seller receives any tax refund or credit, Seller shall, after deducting the reasonable expenses of the collection thereof, pay to Purchaser, promptly after the receipt of such funds or credit, the portion, if any, of such refund or credit to which the past and/or present Tenants of the Building may be entitled (whether by way of refund or rent credit) under the terms of their respective Leases or any other agreements). The provisions of this Section 11.20 11 shall survive the Closing.

Tax Reduction Proceedings. If Seller has heretofore filed applications any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the reduction Property, relating to any fiscal years through and including fiscal year 2009, are pending at the time 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 occursClosing, Purchaser acknowledges Seller reserves and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise continue to prosecute and/or settle the same without the consent of Purchaser. Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date to institute a tax reduction proceeding, tax protest proceeding or cause tax assessment appeal for the Property with respect to fiscal year 2009 (which taxes are being adjusted hereunder on an accrual basis, but are payable to the taxing authorities in 2010), and Seller shall have the right to continue to prosecute and/or settle the same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any such tax reduction proceedings, tax protests or tax assessment appeals for the Property with respect to be brought on for trial the 2009 tax year. Purchaser shall cooperate with Seller, at Seller’s sole cost and to takeexpense, conductin connection with the prosecution and/or settlement of any such tax reduction proceedings, withdraw and/or settle tax protests or tax assessment appeals, and Purchaser hereby consents to including executing such actions documents as Seller may take thereinreasonably request in order for Seller to prosecute and/or settle any such proceedings. Any refunds or savings in the payment of taxes resulting from such tax savings reduction proceedings, tax protests or refund for any tax year or years payable assessment appeals applicable to the period prior to the calendar year in which Closing herein occurs Date shall belong solely to Seller. Any tax , and any refunds or savings or refund for the tax year payable in the calendar year in which payment of taxes applicable to the period from and after the Closing occurs Date shall be prorated between Seller and Purchaser after deduction of belong to Purchaser. All attorneys’ fees and other expenses related incurred in obtaining such refunds or savings shall be apportioned between Seller and Purchaser in proportion 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 gross amount of any such refunds or savings payable to Seller and Purchaser, respectively, except that Purchaser’s liability for such fees and other expenses shall not exceed the refund or tax savingssavings so obtained. The provisions of this Section 11.20 7.4 shall survive the Closing.

Tax Reduction Proceedings. If Seller has heretofore filed applications any tax reduction proceedings, tax protest proceedings or tax assessment appeals for the reduction any one or more of the assessed valuation Properties, relating to any fiscal years through and including fiscal year 2009, are pending at the time 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 occursClosing, Purchaser acknowledges Sellers reserve and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise continue to prosecute and/or settle the same without the consent of Purchaser. Currently, tax appeals are pending for each Property. Each Seller hereby reserves and shall have the exclusive right, at any time after the Closing Date for such Seller’s Property, to institute a tax reduction proceeding, tax protest proceeding or cause tax assessment appeal for such Property with respect to fiscal year 2009 (which taxes are being adjusted hereunder on an accrual basis, but are payable to the taxing authorities in 2010), and each Seller shall have the right to continue to prosecute and/or settle the same without the consent of Purchaser. Purchaser agrees that it shall not independently institute any such tax reduction proceedings, tax protests or tax assessment appeals for any one or more of the Properties with respect to be brought on the 2009 tax year. Purchaser shall cooperate with Sellers, at Sellers’ sole cost and expense, in connection with the prosecution and/or settlement of any such tax reduction proceedings, tax protests or tax assessment appeals, including executing such documents as Sellers may reasonably request in order for trial and Sellers to take, conduct, withdraw prosecute and/or settle appeals, and Purchaser hereby consents to any such actions as Seller may take thereinproceedings. Any refunds or savings in the payment of taxes resulting from such tax savings reduction proceedings, tax protests or refund for any tax year or years payable assessment appeals applicable to the period prior to the calendar year in which Closing herein occurs Date for a Property shall belong solely to Seller. Any tax the Seller of such Property, and any refunds or savings or refund for the tax year payable in the calendar year in which payment of taxes applicable to the period from and after the Closing occurs Date for such Property shall be prorated between Seller and Purchaser after deduction of belong to Purchaser. All attorneys’ fees and other expenses related incurred in obtaining such refunds or savings shall be apportioned between the applicable Seller and Purchaser in proportion to the proceeding, including, without limitation, the retainer and fees paid gross amount of such refunds or savings payable by Seller to the attorney representing applicable Seller in any tax proceeding pending and Purchaser, respectively, except that Purchaser’s liability for such fees and other expenses shall not exceed 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 savingssavings so obtained. The provisions of this Section 11.20 7.4 shall survive the Closingapplicable Closing for each Property.

Tax Reduction Proceedings. If From and after the date of this Agreement until the Closing, Seller has heretofore filed applications shall not commence any new proceeding or proceedings for the reduction of the assessed valuation of the Property and/or instituted certiorari without Purchaser’s prior written consent (which consent shall not be required for proceedings to review such assessed valuations for any tax years payable prior in Seller’s ordinary course of business, unless the proceeding relates to the calendar fiscal year in which of the Closing herein occurs, Purchaser acknowledges or will impact any subsequent fiscal years). Seller is hereby authorized to continue any proceeding or proceedings now pending for the reduction of the assessed valuation of the Property; and agrees that Seller shall have sole control of such proceedings, including the right to withdraw, compromise and/or litigate 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 any such actions as Seller may take therein. Any tax savings or refund for any tax year or years payable proceedings involving periods prior to the calendar Closing without Purchaser’s consent (unless the proceeding relates to the fiscal 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 of 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 will impact any tax proceeding pending for the tax year payable in the calendar year in which the Closing occurssubsequent fiscal years). Purchaser shall be entitled to that portion of any refund relating to the period occurring from and after the Closing. Purchaser and Seller shall each execute all consents, receipts, instruments and documents which may reasonably be requested in order to facilitate settling such any proceeding for the tax year in which the Closing Date occurs and collecting the amount of any refund or tax savings. Any refunds or credits due for the periods prior to Purchaser’s ownership of the Property shall remain the sole property of Seller. Any refunds or credits due for the periods from and after Purchaser’s ownership of the Property shall remain the sole property of Purchaser. 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. The provisions of this Section 11.20 15 shall survive the Closing.