Common use of Prosecution and Settlement of Proceedings Clause in Contracts

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent Property, relating to any tax years ending prior to the year in which the Closing occurs, are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) If any tax reduction proceedings in respect of a Constituent Property, relating to the tax year in which the Closing occurs, are pending at the time of Closing, then such Seller reserves and shall have the right to continue to prosecute and settle the same; provided, however, that such Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall reasonably cooperate with Sellers in connection with the prosecution of any such tax reduction proceedings.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent the Property, relating to any tax years ending prior to the year in which the Closing occurs, are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's ’s consent; provided, that, neither Seller shall not be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) If any tax reduction proceedings in respect of a Constituent the Property, relating to the tax year in which the Closing occurs, are pending at the time of Closing, then such Seller reserves and shall have the right to continue to prosecute and settle the same; provided, however, that such Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed. Buyer shall reasonably cooperate with Sellers Seller in connection with the prosecution of any such tax reduction proceedings.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of any Constituent Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the applicable relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same at so long as no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would shall have an any material adverse impact on the taxes for that shall be charged in respect of the fiscal year in which Properties with respect to the post-Closing occurs or any subsequent tax period. (b) . If any tax reduction proceedings in respect of a Constituent any Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such the relevant Seller reserves and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with Sellers such Seller in connection with the prosecution of any such tax reduction proceedings.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent the Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, occurs are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) its own name. If any tax reduction proceedings in respect of a Constituent the Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such the Seller reserves and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such the Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with Sellers the Seller in connection with the prosecution of any such tax reduction proceedingsproceedings and Seller shall not, to effectuate a reduction of such taxes, specifically agree with the relevant authorities to an increase in such taxes for fiscal years ending after the year during which the Closing occurs. Seller's obligation set forth in the preceding sentence shall survive Closing.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent the Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) same. If any tax reduction proceedings in respect of a Constituent the Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such the Seller reserves and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such the Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with Sellers the Seller in connection with the prosecution of any such tax reduction proceedings. The Seller represents that, as of the date of this Agreement, no such tax reduction proceedings are pending and the Seller agrees not to initiate any such proceedings after the date of this Agreement without the prior consent of the Buyer, such consent not to be unreasonably withheld.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent the Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, occurs are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on in the taxes for name of the fiscal year in which the Closing occurs or any subsequent tax period. (b) Property Owner. If any tax reduction proceedings in respect of a Constituent the Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such the Seller reserves and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such the Seller shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with Sellers the Seller in connection with the prosecution of any such tax reduction proceedingsproceedings and Seller shall not, to effectuate a reduction of such taxes, specifically agree with the relevant authorities to an increase in such taxes for fiscal years ending after the year during which the Closing occurs. Seller's obligation set forth in the preceding sentence shall survive Closing.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings Tax Reduction Proceedings in respect of any Constituent the Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, occurs are pending at the time of the Closing, the applicable Seller reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) same. If any tax reduction proceedings Tax Reduction Proceedings in respect of a Constituent the Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such the Seller reserves and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such the Seller shall not settle any such proceeding without the Buyer’s prior written consent, which consent shall not be unreasonably withheld or delayed, and, if Seller fails to continue to prosecute same, then Buyer shall have the right to prosecute and settle same without Seller’s prior written consent. The Buyer shall reasonably cooperate with Sellers the Seller in connection with the prosecution of any such tax reduction proceedingsproceedings relating to a fiscal year in which the Closing occurs.

Prosecution and Settlement of Proceedings. (a) If any tax certiorari or tax reduction proceedings in respect of any Constituent Property, the Property relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, occurs are pending at the time of the Closing, the applicable Seller reserves and shall have the right right, without Purchaser’s consent, to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consentsame; provided, thathowever, neither Seller shall not settle any proceedings that would adversely impact the Property following the Closing (including any agreement to increase any taxes or tax basis) without Purchaser’s prior written consent, which may be permitted withheld in Purchaser’s sole discretion. If any tax certiorari or tax reduction proceedings in respect of the Property relating to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) If any tax reduction proceedings in respect of a Constituent Property, relating to the tax year in which the Closing occurs, are pending at the time of Closing, then such Purchaser shall (and for the avoidance of doubt, Seller reserves and shall not) have the right to continue to prosecute and settle the same; provided, however, that such Seller Purchaser shall not settle any such proceeding relating to the year in which the Closing occurs (to the extent that Seller and Purchaser are prorating taxes) without BuyerSeller’s prior written consent, which with such consent shall not to be unreasonably withheld withheld, conditioned or delayed. Buyer In addition, and notwithstanding the foregoing, Seller shall not take any action in connection with any tax certiorari or tax reduction proceedings, if any, if such action is reasonably likely to adversely affect the taxes applicable to the Property during the period of Purchaser’s ownership of the Property. Purchaser and Seller shall reasonably cooperate with Sellers each other in connection with the prosecution of any such all tax reduction proceedings.

Prosecution and Settlement of Proceedings. (a) If any tax reduction proceedings in respect of any Constituent the Property, relating to any tax fiscal years ending prior to the fiscal year in which the Closing occurs, occurs are pending at the time of the Closing, the applicable Seller Sellers reserves and shall have the right to continue to prosecute and/or settle the same at no cost or expense to Buyer and without Buyer's consent; provided, that, neither Seller shall be permitted to settle or compromise any such proceedings if such settlement or compromise would have an adverse impact on in the taxes for the fiscal year in which the Closing occurs or any subsequent tax period. (b) name of City Center LLC. If any tax reduction proceedings in respect of a Constituent the Property, relating to the tax fiscal year in which the Closing occurs, are pending at the time of Closing, then such Seller reserves the Sellers reserve and shall have the right to continue to prosecute and and/or settle the same; provided, however, that such Seller the Sellers shall not settle any such proceeding without the Buyer’s 's prior written consent, which consent shall not be unreasonably withheld or delayed. The Buyer shall reasonably cooperate with the Sellers in connection with the prosecution of any such tax reduction proceedingsproceedings and Sellers shall not, to effectuate a reduction of such taxes, specifically agree with the relevant authorities to an increase in such taxes for fiscal years ending after the year during which the Closing occurs. Sellers' obligation set forth in the preceding sentence shall survive Closing.