Common use of Prosecution and Settlement of Proceedings Clause in Contracts

Prosecution and Settlement of Proceedings. If any tax reduction proceedings in respect of 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, Seller reserves and shall have the right to continue to prosecute and/or settle the same. If any tax reduction proceedings in respect of the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and/or settle the same at its expense (which such costs shall be reimbursed to Seller from any tax refund or credit received at the conclusion of such tax reduction proceedings), provided that Seller shall employ counsel reasonably approved by Buyer, and shall promptly provide to Buyer all material information relating to such proceedings as and when such information becomes known to Seller, together with such other information as Buyer may reasonably request; provided further, that Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller elects not to control any tax reduction proceeding in respect of the Property relating to the fiscal year in which the Closing occurs pending at the time of Closing, then Seller shall give prompt written notice to Buyer of such election, and, thereafter, Buyer shall have the right, but not the obligation, to control such proceedings and the settlement or compromise thereof, which such settlement or compromise shall be subject to Seller’s consent, which shall not be unreasonably withheld, conditioned or delayed. Buyer shall reasonably cooperate with Seller in connection with the prosecution of any such tax reduction proceedings.

Prosecution and Settlement of Proceedings. If any tax reduction proceedings (including, but not limited to those tax proceedings set forth on Schedule 13.1, administrative and/or judicial proceedings or appeals and/or Proposition 13 reassessment proceedings) in respect of 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, Seller reserves and shall have the right to continue to prosecute and/or settle the samesame before or after Closing. If any tax reduction proceedings in respect of the Property, relating to the fiscal year in which the Closing occurs, are pending at the time of Closing, then Seller reserves and shall have the right to continue to prosecute and/or settle the same at its expense (which such costs shall be reimbursed to Seller from any tax refund or credit received at the conclusion of such tax reduction proceedings)same; provided, provided that Seller shall employ counsel reasonably approved by Buyer, and shall promptly provide to Buyer all material information relating to such proceedings as and when such information becomes known to Seller, together with such other information as Buyer may reasonably request; provided furtherhowever, that Seller shall not settle any such proceeding without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If Seller elects not to control any tax reduction proceeding in respect of the Property relating to the fiscal year in which the Closing occurs pending at the time of Closing, then Seller shall give prompt written notice to Buyer of such election, and, thereafter, Buyer shall have the right, but not the obligation, to control such proceedings and the settlement or compromise thereof, which such settlement or compromise shall be subject to Seller’s consent, which shall not be unreasonably withheld, conditioned withheld or delayed. Buyer shall reasonably cooperate with Seller and shall cause Property Owner to cooperate with Seller in connection with the prosecution and/or settlement of any such tax reduction proceedings. Notwithstanding the foregoing, if any Tenant has the right to control tax reduction proceedings pursuant to the terms of such Tenant’s Space Lease, such Tenant shall have the right to continue to prosecute and/or settle any tax reduction proceedings (regardless of which fiscal years such proceedings relate to) without the Buyer’s prior written consent.