Common use of Taxable Period Terminating Prior to Closing Date Clause in Contracts

Taxable Period Terminating Prior to Closing Date. The Seller shall retain the right (in common with Purchaser) to commence, continue and settle through good-faith, diligent efforts, any proceeding to contest any Taxes for any taxable period which terminates prior to the Closing Date, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, the Seller shall indemnify, save, insure, defend, pay and hold the Purchaser harmless from and against any Indemnification Loss incurred by the Purchaser as a result of the Seller exercising their rights under this Section 6.5.1. This Section 6.5.1 shall survive the Closing.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CNL Income Properties Inc)

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Taxable Period Terminating Prior to Closing Date. The Each Seller shall retain have the right (in common with Purchaser) to commence, continue and settle through good-faith, diligent efforts, any proceeding to contest any Taxes for any taxable period which terminates prior relating to the Closing DateAssets, and shall be entitled to any refunds or abatements of Taxes awarded in such proceedings; provided, however, the each Seller shall indemnify, savepay, insure, defend, pay save and hold the Purchaser harmless from and against any Indemnification Loss incurred by the Purchaser as a result of the Seller exercising their its rights under this Section 6.5.1. This Section 6.5.1 shall survive the ClosingClosing for such period of time as the Operating Leases are in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNL Income Properties Inc)

Taxable Period Terminating Prior to Closing Date. The Seller shall retain have the right (in common subject to Purchaser’s approval, to work with Purchaser) to commence, continue and settle through good-faith, diligent efforts, any proceeding to contest any Taxes for any taxable period which terminates prior relating to the Closing DateAssets, and shall Seller be entitled to any refunds or abatements of Taxes awarded in such proceedingsproceedings attributable to the period prior to the Closing Date; provided, however, the Seller shall indemnify, savepay, insure, defend, pay save and hold the Purchaser harmless from and against any Indemnification Loss incurred by the Purchaser as a result of the Seller exercising their its rights under this Section 6.5.1. This Section 6.5.1 shall survive the ClosingClosing for such period of time as the Lease is in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNL Income Properties Inc)

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Taxable Period Terminating Prior to Closing Date. The Seller shall retain have the right (in common with Purchaser) to commence, continue and settle through good-faith, diligent efforts, any proceeding to contest any Taxes for any taxable period which terminates prior relating to the Closing DateAssets, and Seller shall be entitled to any refunds or abatements of Taxes awarded in such proceedingsproceedings attributable to the period prior to the Closing Date; provided, however, the Seller shall indemnify, savepay, insure, defend, pay save and hold the Purchaser harmless from and against any Indemnification Loss incurred by the Purchaser as a result of the Seller exercising their its rights under this Section 6.5.1. 6.5.1 This Section 6.5.1 shall survive the ClosingClosing for such period of time as the New Operating Leases are in effect.

Appears in 1 contract

Samples: Asset Purchase Agreement (CNL Income Properties Inc)

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