Common use of Contest Clause in Contracts

Contest. Subject to the provisions hereof, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expense, by appropriate proceedings which shall operate during the pendency thereof to prevent (i) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss of the Premises, any Base Rent or any Additional Rent to satisfy the same, (iii) any interference with the use or occupancy of any of the Premises, and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith.

Contest. Subject to the provisions hereof, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expense, by appropriate proceedings which shall operate during the pendency thereof to prevent (i) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss of the Premises, any Base Rent or any Additional Rent to satisfy the same, (iii) any interference with the use or occupancy of any of the Premises, and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot not represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (ia) criminal liability, penalty or sanction, (iib) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iiic) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. , without limitation, attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith.

Contest. Subject If a claim is made in writing against any Lessor (whether on audit or otherwise) or if Lessee disputes the amount of any Tax payable by Lessor for which Lessee is required to reimburse or indemnify hereunder for any Taxes that Lessee is required to pay or indemnify against pursuant to Clause 5.6, Lessor shall notify Lessee in writing within 10 Business Days of the receipt of such claim, provided that a failure to so notify will not diminish or relieve Lessee of any obligations under Clause 5.6, except to the provisions hereofextent Lessee is entitled to contest or to cause Lessor to contest such Taxes and Lessee's or Lessor's successful defense of such claim is materially prejudiced or precluded thereby. If the amount of the claim exceeds $25,000 and if requested by Lessee in accordance with this Clause 5.11 and in writing within 30 Business Days after receipt by Lessee of the notice described in the preceding sentence, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest Lessor shall be conducted by Tenant in good faith and with due diligence contest (including pursuing administrative and judicial appeals) in the name of Lessor or, if permitted by law and requested by Lessee in the name of Lessee, the validity, applicability or amount of such Taxes in appropriate administrative or judicial proceedings to be determined by Lessor, provided that (1) prior to taking such action, Lessee shall have agreed to pay Lessor all out-of-pocket costs and expenses that Lessor may incur in connection with contesting such claim, including, without limitation, all reasonable legal and accountant's fees and disbursements and costs of administrative and judicial proceedings, and the amount of any interest or penalties that may be attributable to and payable as a result of contesting such claim (or, at its sole cost Lessor's request, Lessee shall advance to Lessor funds with which to pay the foregoing amounts, and expenseLessor's obligation to contest any Tax shall be suspended during any period Lessee does not advance sufficient funds to pay such amounts as they accrue or become payable), (2) if such contest is to be initiated by appropriate proceedings which the payment of, and the claiming of a refund for such Taxes (and any interest and penalties that also must be paid), Lessee shall operate during the pendency thereof have advanced Lessor sufficient funds (on an interest-free basis) to prevent make such payment, (i3) no Event of Default has occurred and is continuing, (4) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the action to be taken will not result in a material risk of sale, forfeiture or loss of Lessor's title to the Premises, any Base Rent Aircraft (unless Lessee provides a bond or any Additional Rent other security satisfactory to satisfy the sameLessor), (iii5) any interference with the use or occupancy at Lessor's request, Lessee shall provide to Lessor a written opinion in form and substance reasonably satisfactory to Lessor of any of the Premises, independent legal counsel reasonably satisfactory to Lessor that there is a reasonable basis for such contest and (iv6) Lessee acknowledges and agrees, in writing, that in the event such contest is unsuccessful Lessee shall fully indemnify Lessor against such Taxes (and any interference related interest and penalties). Notwithstanding that the conditions set forth in clauses (1), (2), (3), (4), (5) and (6) above may have been satisfied, Lessor, after consulting in good faith with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant Lessee, may elect not to pursue any contest or proceeding pursuant to the preceding sentence or elect to discontinue (by settlement or otherwise) any such contest or proceeding commenced pursuant to the preceding sentence, but such election shall constitute a waiver by Lessor of any right to payment or indemnification pursuant to Clause 5.6 with respect to the adjustment that was the subject of such proposed contest or proceeding (and any Premises other adjustment the contest of which is precluded by such failure to contest) and, if Lessee has theretofore paid or provided Lessor with funds to pay any amount with respect to such adjustment, Lessor shall promptly repay such amount to Lessee. If Lessor shall obtain a refund in whatever form of all or any part of any Taxes that Lessee shall have paid or reimbursed to Lessor hereunder, Lessor shall, provided that no Event of Default shall have occurred and be continuing, pay to Lessee an amount that is equal to the sum of the amount of such refund or credit, plus any interest received on such refund fairly attributable to any Taxes paid by or with funds provided by Lessee prior to receipt of such refund, reduced by any Taxes incurred by Lessor by reason of the receipt or accrual of such refund and interest and net of any expenses described above that have not been previously reimbursed, and increased by any Tax benefit realized by Lessor as a result of any payment by Lessor made pursuant to this sentence, provided further that, if, at the time of such payment an Event of Default shall have occurred and be continuing, Lessor shall hold the amount of such payment as security for the obligations of Lessee to Lessor under the Lease, and at such time as there shall not be continuing any such Event of Default, shall pay such amount to the Lessee. Lessor hereby agrees that it will inform Lessee of the time and place of, and Lessor will not object to Lessee's presence at, any proceeding conducted pursuant to this clause 5.11, provided that Lessor shall be entitled to conduct any proceedings in any manner respect of taxes for which Lessee is not obligated to indemnify Lessor outside the presence of Lessee and Lessee's presence also must be allowed by applicable law and provided further that exposes Landlord to the conditions set forth in clauses (i) criminal liability, penalty or sanction1), (ii2), (3), (4), (5) any civil liabilityand (6) above shall have been, penalty or sanction for which Tenant has not made provisions reasonably acceptable and shall continue to Landlordbe, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithsatisfied.

Contest. Subject to Landlord and Tenant shall each have the provisions hereof, Tenantright, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense and in its own name or in the name of the other party, to seek to contest or have reviewed, reduced, equalized, or abated any assessment related to taxes payable by the contesting party. The contesting party shall post security in the amount of such contested taxes or assessments, plus estimated costs, penalties and interest, or post a bond of a responsible corporate surety in such amount or such higher amount as is required to stay the obligation to pay such taxes and prevent any penalty. Upon the termination of such proceedings, the contesting party shall pay the amount of such taxes or part thereof as finally determined in such proceedings, together with Tenant any costs, fees (including attorneys’ fees and execute disbursements), interest, penalties or other liabilities in connection therewith, and upon such payment, the contesting party may cause the release of any documents reasonably required for bond or other security given in connection with such purposecontest. Any If at any time payment of the whole or any part of such contest tax or assessment shall be conducted by Tenant become necessary in good faith and at its sole cost and expense, by appropriate proceedings which shall operate during the pendency thereof order to prevent (i) the collection of, termination by sale or other realization upon, otherwise of the Premises Taxes so contested, (ii) the sale, forfeiture or loss right of redemption of the Premises, or to prevent eviction of Landlord or Tenant because of nonpayment, then the contesting party shall timely pay to the taxing authority the amount necessary to prevent such termination or eviction and deliver to the non-contesting party within ten (10) days thereafter receipted bills or receipts endorsed by the tax collecting authority, and failing such delivery the non-contesting party shall have the right so to pay the taxing authority. Any such payment, and any Base Rent costs or any Additional Rent to satisfy expenses incurred by the samenon-contesting party in connection therewith (including reasonable attorneys’ fees) shall be promptly paid by the contesting party within twenty (20) days after demand by the non-contesting party. If required, (iii) any interference and provided that the non-contesting party shall incur no risk or cost, the noncontesting party shall join with the use contesting party and execute any and all documents, applications, petitions, instruments, or occupancy complaints necessary for any such protest, contest, review or other proceedings, desired or conducted by the contesting party; provided that upon final determination of any of such contest, review or proceedings, the Premisescontesting party shall pay the taxes for which it is responsible hereunder as they are finally determined and all penalties, interests, costs, and (iv) any interference with the payment of any Base Rent expenses which may thereupon be due or the portion of any Additional Rent that does riot represent the Premises have resulted therefrom. Any Real Property Taxes being contested payable by Tenant as contesting party under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest 11.6 shall be diligently prosecuted subject to a final conclusion. Tenant shall pay reimbursement by Landlord as and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) to the extent provided in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithSection 11.1.

Contest. Subject to the provisions hereof, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with expense, may contest ------- the validity or amount of any Property Taxes, in which event Tenant and execute any documents reasonably required may, to the extent permitted by law, defer the payment thereof for such purpose. Any period as such contest shall be conducted by actively prosecuted and shall be pending undetermined. Landlord shall not have the right to initiate and/or pursue any such contest without the prior written consent of Tenant. Landlord will cooperate with Tenant in good faith each and every such contest and real estate tax assessment protest, and Landlord will, upon Tenant's written request and at its sole Tenant's expense, join in the same and sign any and all necessary documents in connection therewith. Any and all refunds received as a result of any such contest or protest shall be applied first towards the payment of all costs and expenses (including reasonable attorney's fees) incurred in connection with such contest or protest and then towards reimbursing Tenant for the excess Property Taxes paid by Tenant. However, no provision of this Lease shall be construed to require Landlord to allow any such items to be contested to remain unpaid for such length of time as shall permit the Premises, or the lien thereon created by such item to be contested, to be foreclosed or sold by the federal, county or municipal taxing or assessing authority for the nonpayment thereof or for such length of time as shall constitute a default under any bona fide mortgage encumbering the Premises; provided, however, at Tenant's written request, Landlord shall give whatever notices, post whatever bonds, and perform such other acts as may be required under said mortgages in order to pursue such contests or protests, all of which acts shall be done at Tenant's cost and expense. Furthermore, if required by appropriate proceedings which law, Tenant shall operate during the pendency thereof to prevent (i) the collection of, pay Property Taxes due hereunder even if Tenant's protest or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss of the Premises, any Base Rent or any Additional Rent to satisfy the same, (iii) any interference with the use or occupancy of any of the Premises, and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithearlier assessments is then still pending.

Contest. Subject to So long as Tenant is leasing the provisions hereofentire rentable square ------- footage of the Building, TenantTenant shall have the right, at its own expensebut not the obligation, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expensedue diligence, to contest any tax, assessment, tax lien or other charge or imposition upon or against the Premises or any part thereof or the Building by appropriate legal proceedings which shall operate during have the pendency thereof to prevent (i) effect of preventing the collection ofof the tax, assessment, tax lien or other imposition or charge so contested; provided that Tenant shall not be relieved from continuing to make payment to Landlord on account of the Tax Adjustment as provided in Section 5.8 as if such contest was not being made by Tenant, or other realization uponTenant shall give Landlord or any mortgagee of Landlord as required by Landlord, the Premises Taxes so contested, (ii) the sale, forfeiture or loss such reasonable security as may be demanded by Landlord to insure payment of the Premises, any Base Rent or any Additional Rent to satisfy the same, (iii) any interference with the use or occupancy of any amount of the Premisestax, assessment, tax lien or other imposition or charge, and (iv) all interest and penalties thereon. All costs and expenses engendered by any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest by Tenant shall be diligently prosecuted to a final conclusion. borne and paid by Tenant, and Landlord shall join with Tenant shall pay when requested and save Landlord harmless from and against execute any and all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) documents prepared at Tenant's expense as Tenant may reasonably request in connection with any such contest. In the event that Tenant fails to contest any tax, assessment, tax lien or other imposition, and shallLandlord determines in good faith that it is reasonable to do so, promptly after Landlord shall have the final determination of right, at Landlord's expense (except to the extent the expense is included in "Taxes" as provided in Section 5.8(a)(vi)), to contest the same, and Tenant shall join with Landlord when requested and execute any and all documents prepared at Landlord's expense as Tenant may reasonably request in connection with any such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith.

Contest. Subject to the provisions hereof, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's ’s name, and, whenever necessary, in Landlord's ’s name and Landlord will cooperate at Tenant's ’s sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expense, by appropriate proceedings which shall operate during the pendency thereof to prevent (i) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss of the Premises, any Base Rent or any Additional Rent to satisfy the same, (iii) any interference with the use or occupancy of any of the Premises, and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot not represent the Premises Taxes being contested under this Section 4.3. In no event shall Tenant pursue any contest with respect to any Premises Taxes in any manner that exposes Landlord to (ia) criminal liability, penalty or sanction, (iib) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iiic) defeasance of its interest in the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay pay, indemnify and save Landlord harmless from and against any and all losses, judgments, decrees and costs (including. , without limitation, attorneys' ’ fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewith, and Tenant’s obligation under this sentence shall survive the expiration or termination of this Lease.

Contest. Subject to the provisions hereofTenant shall, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expense, have the right to ------- contest or review (in the name of Tenant, or of Landlord, or both, as Tenant shall elect, but with the cooperation of Landlord if requested) by appropriate proceedings (which shall operate may be instituted either during or after the pendency thereof to prevent (iTerm of this Lease) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss any valuation of the Premises, Land and/or the Building for Real Estate Tax assessment purposes and/or any Base Rent or any Additional Rent to satisfy increase in the same, (iii) any interference with the use or occupancy of any tax rate. In furtherance of the Premisesforegoing, Landlord shall without limitation furnish, on a timely basis, such data, documents, information and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3assistance and make such appearances as may be reasonably required by Tenant. In no event shall Tenant pursue any contest with respect Landlord agrees to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and execute all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) necessary instruments in connection with any such contest protest, appeal or other proceedings. If any such proceeding may only be instituted and shallmaintained by Landlord then Landlord shall do so at the request and expense of Tenant. Landlord shall not settle any such appeal or other proceeding without obtaining Tenant's prior written approval in each such instance. Tenant shall not abandon any such appeal without first offering to Landlord the right to prosecute such appeal at Landlord's expense. Tenant shall be entitled to Tenant's Share of any refund (net of Tenant's or Landlord's expenses in obtaining same) obtained by reason of any such proceeding or otherwise, promptly whether obtained during or after the final determination expiration of the Term and whether obtained by Landlord or Tenant, except that if such contestrefund shall relate to the year in which the Term of this Lease commences or expires, fully pay and discharge the amounts which such refund (after deducting all costs of Landlord or Tenant in obtaining same) shall be levied, assessed, charged equitably apportioned between Landlord and Tenant. Tenant shall not be responsible to pay any portion of any increase in Real Estate Taxes attributable to an increase in valuation unless Landlord shall have delivered to Tenant a copy of the applicable Real Estate Tax xxxx or imposed or be determined notification of valuation increase in sufficient time to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithenable Tenant to contest such Real Estate Taxes if Tenant so desires.

Contest. Subject to the provisions hereofTenant shall, Tenant, at its own expense, may contest Premises Taxes in any manner permitted by law, in Tenant's name, and, whenever necessary, in Landlord's name and Landlord will cooperate at Tenant's sole cost and expense with Tenant and execute any documents reasonably required for such purpose. Any such contest shall be conducted by Tenant in good faith and at its sole cost and expense, have the right to ------- contest or review (in the name of Tenant, or of Landlord, or both, as Tenant shall elect, but with the cooperation of Landlord if requested) by appropriate proceedings (which shall operate may be instituted either during or after the pendency thereof to prevent (iTerm of this Lease) the collection of, or other realization upon, the Premises Taxes so contested, (ii) the sale, forfeiture or loss any valuation of the Premises, Land and/or the Building for Real Estate Tax assessment purposes and/or any Base Rent or any Additional Rent to satisfy increase in the same, (iii) any interference with the use or occupancy of any tax rate. In furtherance of the Premisesforegoing, Landlord shall, without limitation furnish on a timely basis, such data, documents, information and (iv) any interference with the payment of any Base Rent or the portion of any Additional Rent that does riot represent the Premises Taxes being contested under this Section 4.3assistance and make such appearances as may be reasonably required by Tenant. In no event shall Tenant pursue any contest with respect Landlord agrees to any Premises Taxes in any manner that exposes Landlord to (i) criminal liability, penalty or sanction, (ii) any civil liability, penalty or sanction for which Tenant has not made provisions reasonably acceptable to Landlord, or (iii) defeasance of its interest the Premises. Tenant agrees that each such contest shall be diligently prosecuted to a final conclusion. Tenant shall pay and save Landlord harmless from and against any and execute all losses, judgments, decrees and costs (including. without limitation, attorneys' fees and expenses) necessary instruments in connection with any such contest protest, appeal or other proceedings. If any such proceeding may only be instituted and shallmaintained by Landlord then Landlord shall do so at the request and expense of Tenant. Landlord shall not settle any such appeal or other proceeding without obtaining Tenant's prior written approval in each such instance. Tenant shall not abandon any such appeal without first offering to Landlord the right to prosecute such appeal at Landlord's expense. Tenant shall be entitled to any refund (net of Tenant's or Landlord's expenses in obtaining same) obtained by reason of any such proceeding or otherwise, promptly whether obtained during or after the final determination expiration of the Term and whether obtained by Landlord or Tenant, except that if such contestrefund shall relate to the year in which the Term of this Lease commences or expires, fully pay and discharge the amounts which such refund (after deducting all costs of Landlord or Tenant in obtaining same) shall be levied, assessed, charged equitably apportioned between Landlord and Tenant. Tenant shall not be responsible to pay any portion of any increase in Real Estate Taxes attributable to an increase in valuation unless Landlord shall have delivered to Tenant a copy of the applicable Real Estate Tax xxxx or imposed or be determined notification of valuation increase in sufficient time to be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses thereof or in connection therewithenable Tenant to contest such Real Estate Taxes if Tenant so desires.