Common use of Contest Clause in Contracts

Contest. If a written claim is made against a Tax Indemnitee for Taxes with respect to which Lessee may be liable for indemnity hereunder, the Tax Indemnitee shall promptly give Lessee notice in writing of such claim after its receipt and shall furnish Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; provided, however, that failure to notify Lessee shall not relieve Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless such failure shall effectively preclude Lessee’s ability to initiate or continue the contest of such claim. The Tax Indemnitee shall not pay such claim prior to 30 days after providing Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at Lessee’s expense, if requested in writing by Lessee, contest (including pursuing all appeals, other than to the United States Supreme Court) in the name of the Tax Indemnitee (or, if requested by Lessee and permissible as a matter of law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemnitee, the validity, applicability or amount of such Taxes by,

Contest. If a written claim is made against a Tax Indemnitee for Taxes with respect to which Lessee may be liable for indemnity hereunder, the Tax Indemnitee shall promptly give Lessee notice in writing of such claim after its receipt and shall furnish Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; provided, however, that failure to notify Lessee shall not relieve Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless such failure shall effectively preclude Lessee’s ability to initiate or continue the contest of such claim. The Tax Indemnitee shall not pay such claim prior to 30 days after providing Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at Lessee’s expense, if requested in writing by Lessee, contest (including pursuing all appeals, other than to the United States Supreme Court) in the name of the Tax Indemnitee (or, if requested by Lessee and permissible as a matter of law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemnitee, the validity, applicability or amount of such Taxes by,

Contest. (i) If a written claim is made by any taxing authority against a Tax an Indemnitee or an Affiliate thereof for any Taxes with respect to which the Lessee may be liable for indemnity hereunderhereunder (a "Tax Claim"), the Tax such Indemnitee shall promptly give the Lessee written notice in writing of such claim after its receipt Tax Claim as soon as practicable (and in all events within 30 days), and shall furnish the Lessee with copies of the claim such Tax Claim and all other writings received from the taxing authority to the extent relating to the claim; providedsuch Tax Claim, however, provided that failure so to notify the Lessee shall not relieve the Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless except to the extent that such failure shall effectively preclude precludes the Lessee’s 's ability to initiate or continue the conduct a contest of such claimTaxes (provided further, that the Lessee shall have the right to bring suit for damages resulting from any such failure). The Tax Subject to Section 9.2(d)(iii), the Lessee shall be entitled for a period of 30 days from the receipt of such written notice (or such shorter period as is reasonably specified by the lndemnitee if any contest of the Taxes must be commenced prior to the expiration of thirty days) to request in writing that the Indemnitee contest the imposition of such Taxes at the Lessee's sole cost and expense and the Indemnitee shall not pay such claim prior to Tax within such period. The Indemnitee shall not pay such Tax Claim until at least 30 days after providing the Lessee with such written notice, notice unless (a) the Indemnitee is required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence regulation and at Lessee’s expense, if requested in writing by Lessee, contest (including pursuing all appeals, other than to the United States Supreme Courtb) in the name of the Tax Indemnitee (or, if requested by Lessee and permissible as a matter of law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemniteewritten notice described above, the validity, applicability or amount Indemnitee has notified the Lessee of such Taxes by,requirement.

Contest. If a written claim is made against a Tax Indemnitee for Taxes with respect to which Lessee may be liable for indemnity hereunder, the Tax Indemnitee shall promptly give Lessee notice in writing of such claim within 15 days after its receipt and shall furnish Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; provided, however, that any failure to notify Lessee provide such notice or furnish such information shall not relieve Lessee of any obligation to indemnify the Tax Indemnitee reduce or affect Lessee’s indemnity obligations hereunder unless such failure shall effectively preclude Lessee’s ability to initiate or continue precludes the contest of such claim. The Tax Indemnitee shall not pay such claim prior to 30 days after providing Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at Lessee’s expense, if requested in writing by Lessee, contest (including pursuing all appeals, other than to the United States Supreme Court) in the name of the Tax Indemnitee (or, if requested by Lessee and permissible as a matter of law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemnitee, the validity, applicability or amount of such Taxes by,

Contest. If a written claim is made against a Tax Indemnitee for Taxes with respect to which the Lessee may be liable for indemnity hereunder, the Tax Indemnitee shall promptly give the Lessee prompt notice in writing of such claim (and in any event within 30 days after its receipt receipt) and shall promptly furnish the Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; provided, provided however, that the failure of such Tax Indemnitee timely to notify Lessee provide such written notice shall not relieve affect the Lessee's obligations under this Section 7.7 except to the extent that the same precludes the Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless from contesting such failure shall effectively preclude Lessee’s ability to initiate or continue the contest of such claimTaxes. The Tax Indemnitee shall not pay such claim prior to the 30 days after providing the Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at the Lessee’s 's expense, if requested in writing by the Lessee, contest (including pursuing all appeals, other than to the United States Supreme Courtappeals permitted hereby) in the name of the Tax Indemnitee (or, if requested by the Lessee and permissible as a matter of law, in the name of Lesseethe Lessee or an Affiliate), or shall permit or, at Lessee’s option permit such Tax Indemnitee's election, require the Lessee to contest in either the name of the Lessee or an Affiliate or with the Tax Indemnitee’s consent, which 's consent shall (not to be unreasonably withheld), in the name of the Tax Indemnitee, Indemnitee the validity, applicability or amount of such Taxes by,

Contest. If a written claim is made against a Tax Indemnitee for Taxes with respect to which Lessee may be liable for indemnity hereunder, shall pay on or before the Tax Indemnitee shall promptly give Lessee notice in writing of such claim after its receipt and shall furnish Lessee with copies of the claim and all other writings received from the taxing authority relating to the claimtime or times prescribed by law any Impositions (except any Impositions excluded by Section 8.1); provided, however, that failure Lessee shall be under no obligation to pay any such Imposition so long as the payment of such Imposition is not delinquent or is being contested by a Permitted Contest. If any claim or claims is or are made against any Indemnitee solely for any Imposition which is subject to indemnification as provided in Section 8.1, Indemnitee shall as soon as practicable, but in no event more than 20 days after receipt of formal written notice of the Imposition or proposed Imposition, notify Lessee and if, in the reasonable opinion of Lessee and (in the case of any Imposition which may reasonably be expected to exceed $100,000 in the aggregate) tax counsel acceptable to the Indemnitee, there exists a reasonable basis to contest such Imposition (and if the provisos of the definition of Permitted Contest continues to be satisfied and so long as no Event of Default exists), Lessee at its expense may, to the extent permitted by applicable law, contest such imposition, and subsequently may appeal any adverse determination, in the appropriate administrative and legal forums; provided that in all other circumstances, upon notice from Lessee to such Indemnitee that there exists a reasonable basis to contest any such Imposition (as supported by an opinion of tax counsel to Lessee reasonably acceptable to the Indemnitee), the Indemnitee, at Lessee's expense, shall contest any such Imposition. Lessee shall pay all expenses incurred by the Indemnitee in contesting any such Imposition (including, without limitation, all reasonable attorneys' and accountants' fees, including the allocated costs of internal counsel), upon demand by the Indemnitee. Lessee shall have the right to participate in the conduct of any proceedings controlled by the Indemnitee to the extent that such participation does not interfere with the Indemnitee's control of such contest and Lessee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitee shall have the right to participate in the conduct of any proceedings controlled by Lessee and the Indemnitee shall in all events be kept informed, to the extent practicable, of material developments relative to such proceedings. The Indemnitees agree that a contested claim for which Lessee would be required to make a reimbursement payment hereunder will not be settled or compromised without Lessee's prior written consent (which consent shall neither be unreasonably delayed nor withheld other than in good faith), unless the provisos of the definition of Permitted Contest would not continue to be satisfied. Indemnitee shall endeavor to settle or compromise any such contested claim in accordance with written instructions received from Lessee provided that: (x) Lessee on or before the date the Indemnitee executes a settlement or compromise pays the contested Imposition to the extent agreed upon or makes an indemnification payment to the Indemnitee in an amount acceptable to the Indemnitee; and (y) the settlement or compromise does not, in the reasonable opinion of the Indemnitee materially adversely affect the right of such Lessor to receive Rent or the Lease Balance or any other payment pursuant to the Operative Agreements, or involve a material risk of sale, forfeiture or loss of any of the Vehicles or any interest therein or any matter described in the provisos to the definition of Permitted Contest The failure of an Indemnitee to timely contest a claim against it for any Imposition which is subject to indemnification under Section 8.1 and for which it has an obligation to Lessee to contest under this Section 8.2 in the manner required by applicable law or regulations where Lessee has timely requested that such Indemnitee contest such claim shall relieve Lessee of their obligations to such Indemnitee under Section 8.1 with respect to such claim to the extent such failure results in the loss of an effective contest. If applicable law requires the payment of a contested Imposition as a condition to, or regardless of, its being contested, and Lessee chooses to contest such Imposition or to direct the Indemnitee to contest such Imposition in accordance with this Section, then Lessee shall provide the Indemnitee with the funds to pay such Imposition, such provision of funds to be deemed a non-interest bearing loan by Lessee to the Indemnitee to be repaid by any recovery of such Imposition from such contest and any remaining unpaid amount not recovered to offset Lessee's obligation to indemnify the Tax Indemnitee hereunder unless for such failure shall effectively preclude Lessee’s ability to initiate Imposition. In the event that the Indemnitee receives a refund (or continue like adjustment) in respect of any Imposition for which the contest of such claim. The Tax Indemnitee shall not pay such claim prior to 30 days after providing Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at Lessee’s expense, if requested in writing has been reimbursed by Lessee, contest (including pursuing all appeals, other than to the United States Supreme Court) in Indemnitee shall immediately remit the name of the Tax Indemnitee (or, if requested by Lessee and permissible as a matter of law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemnitee, the validity, applicability or amount of such Taxes by,refund (or like adjustment) to Lessee, net of all costs and expenses incurred by such Indemnitee.

Contest. If a written claim is made against a Tax Indemnitee ------- for Taxes with respect to which the Lessee may be liable for indemnity hereunder, the Tax Indemnitee shall promptly give the Lessee prompt notice in writing of such claim (and in any event within 30 days after its receipt receipt) and shall promptly furnish the Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; provided, provided however, that the failure of such Tax Indemnitee timely to notify Lessee provide such written notice shall not relieve affect the Lessee's obligations under this except to the extent that the same precludes the Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless from contesting such failure shall effectively preclude Lessee’s ability to initiate or continue the contest of such claimTaxes. The Tax Indemnitee shall not pay such claim prior to the 30 days after providing the Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at the Lessee’s 's expense, if requested in writing by the Lessee, contest (including pursuing all appeals, other than to the United States Supreme Courtappeals permitted hereby) in the name of the Tax Indemnitee (or, if requested by the Lessee and permissible as a matter of law, in the name of Lesseethe Lessee or an Affiliate), or shall permit or, at Lessee’s option permit such Tax Indemnitee's election, require the Lessee to contest in either the name of the Lessee or an Affiliate or with the Tax Indemnitee’s consent, which 's consent shall (not to be unreasonably withheld), in the name of the Tax Indemnitee, Indemnitee the validity, applicability or amount of such Taxes by,

Contest. If a written claim is made against a Tax an Indemnitee for any Taxes with respect to which indemnified against in this Section 10, Lessor shall promptly notify Lessee. If requested by Lessee may be liable for indemnity hereunderin writing, the Tax Indemnitee shall promptly give Lessee notice in writing shall, upon receipt of an indemnity satisfactory to such claim after Indemnitee for the expenses of contest (including, without limitation, all costs, expenses, legal and accountants' fees and disbursements, penalties and interest) and for any liability or loss which such Indemnitee may incur as a result of its receipt and shall furnish Lessee with copies of the claim and all other writings received from the taxing authority relating to the claim; providedcontesting any Tax., however, that failure to notify Lessee shall not relieve Lessee of any obligation to indemnify the Tax Indemnitee hereunder unless such failure shall effectively preclude Lessee’s ability to initiate or continue the contest of such claim. The Tax Indemnitee shall not pay such claim prior to 30 days after providing Lessee with such written notice, unless required to do so by law or unless deferral of payment would cause adverse consequences to the Tax Indemnitee. The Tax Indemnitee shall in good faith, with due diligence and at Lessee’s expense, if requested in writing by Lessee, faith contest (including pursuing all appeals, other than to the United States Supreme Court) in the name of the Tax such Indemnitee (oror if the contest with respect to such Taxes concerns an aspect of such Taxes that is applicable to the possession, if requested maintenance, situs, lease or use of aircraft and such Taxes are not generally applicable to the properties or assets (other than aircraft and engines) owned or leased by Lessee and permissible as a matter such Indemnitee or any members of its consolidated group for United States Federal income tax purposes, such Indemnitee shall, to the extent permitted by applicable law, in the name of Lessee), or shall at Lessee’s option permit Lessee to contest in either the name of Lessee or with the Tax such Indemnitee’s consent, which consent shall not be unreasonably withheld, in the name of the Tax Indemnitee, ) the validity, applicability or amount of such Taxes by,by (i) resisting payment thereof if practicable in the Indemnitee's sole discretion. (ii) not paying the same except under protest, if protest is necessary and proper, and (iii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. If an Indemnitee shall obtain a refund of all or any part of such Taxes paid by Lessee, such Indemnitee shall pay Lessee the amount of such refund; provided that such amount shall not be payable before such time as Lessee shall have made all payments of indemnities to such Indemnitee then due under this Section 10. If in addition to such refund an Indemnitee shall receive an amount representing interest on the amount of such refund, Lessee shall be paid that proportion of such interest which is fairly attributable to the Taxes paid by Lessee prior to the receipt of such refund. Lessee shall not be deemed to be in default under any of the above indemnification provisions so long as it or Lessor shall diligently prosecute such contest. In case any report or return is required to be made with respect to any obligation of Lessee under this Section 10 or arising out of this Section 10, Lessee will either make such report or return in such manner as will show the interest of the Indemnitee in each Item of Equipment, and send a copy of such report or return to Lessor and such Indemnitee or will notify Lessor and such Indemnitee of such requirement and make such report or return in such manner as shall be satisfactory to Lessor and such Indemnitee. In the event of a contest of any Taxes hereunder, whichever of the