Common use of Prosecution and Settlement of Proceedings Clause in Contracts

Prosecution and Settlement of Proceedings. If any tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of any Owned Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, the relevant Seller reserves and shall have the right to continue to prosecute and/or settle the same, subject to reasonable consultation with Buyer over any such settlement and so long as such settlement does not have a material adverse effect with respect to Taxes for the fiscal year in which Closing occurs or thereafter. If any tax reduction proceedings in respect of any Owned Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller shall use commercially reasonable efforts to promptly transition the prosecution thereof to Buyer or its designee, whereupon Buyer shall have the right to continue to prosecute and/or settle the same. Buyer and Sellers shall reasonably cooperate with each other in connection with the prosecution of any such tax reduction proceedings. Table of Contents

Prosecution and Settlement of Proceedings. If any tax reduction proceedings (including, but not limited to, administrative and/or judicial proceedings or appeals) in respect of any Owned the Property, relating to any fiscal years ending prior to the fiscal year in which the Closing occurs are pending at the time of the Closing, (provided that Seller shall not institute any such proceeding between the relevant Effective Date and the Closing), Seller reserves and shall have the right to continue to prosecute and/or settle the same, subject to reasonable consultation with Buyer over any such settlement and so long as such settlement does not have a material adverse effect with respect to Taxes for the fiscal year in which Closing occurs or thereafter. If any tax reduction proceedings in respect of any Owned the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then the relevant Seller shall use commercially reasonable efforts to promptly transition the prosecution thereof to Buyer or its designee, whereupon Buyer reserves and shall have the right to continue to prosecute and/or settle the same; provided, however, that Seller shall not settle any such proceeding without Buyer’s prior written consent. Buyer and Sellers shall reasonably cooperate with each other Seller in connection with the prosecution of any such tax reduction proceedings. Table Seller shall keep Buyer reasonably informed of Contentsthe status of any reduction proceedings that Seller is prosecuting.