Common use of The REIT Clause in Contracts

The REIT. The REIT shall be entitled to contest, compromise and settle any adjustment that is proposed, asserted or assessed pursuant to any Tax Proceeding with respect to any Tax Return it is responsible for preparing pursuant to Article II, provided that to the extent that such Tax Proceeding relates to CEOC Taxes or would reasonably be expected to materially adversely affect the Tax position of any CEC Entity, the REIT shall (i) keep CEC informed in a timely manner of the material actions proposed to be taken by the REIT with respect to such Tax Proceeding, (ii) permit CEC to participate in the aspects of such Tax Proceeding that relate to CEOC Taxes and (iii) not settle any aspect of such Tax Proceeding that relates to CEOC Taxes, or pay any CEOC Taxes, without the prior written consent of CEC, which shall not be unreasonably withheld, delayed or conditioned and provided further that the rights of CEC and obligations of the REIT set forth above shall not apply if and to the extent that the REIT elects in writing to forgo its right to indemnification in respect of the CEOC Taxes that are the subject of such Tax Proceeding.