Common use of Contesting Real Estate Taxes Clause in Contracts

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Project. The reasonable and actual cost of such service shall be included in the Real Estate Taxes hereunder in the year same were incurred or paid, at Landlord’s election. Additionally, during any such period, Landlord shall have the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord shall have the right to xxxx Tenant for any prior underpayments of Tenant’s Share of Operating Expenses thereby resulting. If Landlord receives a refund of any portion of the Real Estate Taxes that were included in the Real Estate Taxes paid by Tenant, then Landlord, within thirty (30) days after receipt, shall reimburse Tenant for Tenant’s Share of the refunded taxes, less any reasonable and actual expenses that Landlord reasonably incurred to obtain the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, and fees and expenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating Expenses.

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Projectshall, upon written request of Tenant, contest by appropriate proceedings any Real Estate Taxes. The reasonable and actual cost of such service contest shall be included in borne by Tenant unless other occupants of the Building so direct Landlord to contest the Real Estate Taxes hereunder in the year same were incurred or paid, at Landlord’s election. Additionally, during any such period, Landlord shall have the optionTaxes, in its reasonable judgment, to contest any tax assessment, valuation or levy against which event the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, cost shall be included in split between Tenant and such occupants on a pro-rata basis based on their respective net rentable areas. Tenant may defer or postpone payment of its Pro Rata Share of Real Estate Taxes until conclusion of the contest so long as set forth above. If Landlord contests (a) neither the Real Estate Taxes for Project nor any calendar year portion thereof would, by reason of such postponement or deferment, be in danger of being forfeited or lost, and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord (b) Tenant shall have deposited with Landlord cash or a letter of credit payable to Landlord issued by a national bank or federal savings and loan association in the right to xxxx Tenant for any prior underpayments amount of Tenant’s 's Pro Rata Share of Operating Expenses thereby resulting. If Landlord receives a refund of any portion of the Real Estate Taxes that were included in so contested and unpaid. If, during the Real Estate Taxes paid by Tenantcontinuance of such proceedings, then Landlord shall, from time to time, reasonably deem the amount deposited, as aforesaid, insufficient, Tenant shall, upon demand of Landlord, make additional deposits of such additional sums of money or such additional certificates of deposit as Landlord may reasonably request. Upon failure of Tenant to make such additional deposits within thirty (30) days after receiptdays, the amount theretofore deposited may be applied by Landlord to the payment of Tenant's Pro Rata Share of Real Estate Taxes, and the interest, fines and penalties in connection therewith, and any reasonable costs, fees (including reasonable attorney's fees) and other liability (including costs incurred by Landlord, but excluding consequential or punitive damages) accruing in any such proceedings. Upon the termination of any such proceedings, Tenant shall pay Tenant's Pro Rata Share of Real Estate Taxes or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any reasonable costs, fees (including reasonable attorney's fees), interest, penalties, fines and other liability in connection therewith, and upon such payment Landlord shall return all amounts deposited with it with respect to the contest of such Real Estate Taxes, as aforesaid, or, at the written direction of Tenant, Landlord shall make such payment out of the funds on deposit with Landlord and the balance, if any, shall reimburse be returned to Tenant. Tenant shall be entitled to the refund of any Real Estate Taxes, penalties, fines and interest thereon received by Landlord which has been paid by Tenant or which has been paid by Landlord but for which Landlord has been previously reimbursed in full by Tenant’s . Landlord shall not be required to join in any proceedings referred to in this Section 2.11 unless the provisions of any law, rule or regulation at the time in effect shall require that such proceedings be brought by or in the name of Landlord, in which event Landlord shall join in such proceedings or permit the same to be brought in Landlord's name upon compliance with such conditions as Landlord may reasonably require. Landlord shall not ultimately be subject to any liability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. Tenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on demand, to make reimbursement to Landlord for such payment. During the time when any such amount is on deposit with Landlord, and prior to the time when the same is returned to Tenant or applied against the payment, removal or discharge of Tenant's Pro Rata Share of the refunded taxesReal Estate Taxes, less any reasonable and actual expenses that Landlord reasonably incurred as above provided, Tenant shall be entitled to obtain the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, and fees and expenses of Landlord’s managing agent)receive all interest paid thereon, if and any. Landlord agrees to the extent not previously paid as part of Operating Expensescooperate with Tenant's efforts in connection with this Section 2.11, at no cost or expense to Landlord.

Contesting Real Estate Taxes. Landlord will and Tenant shall have the right to employ a tax consulting firm to attempt to assure a fair tax burden on contest or review (in the Project. The reasonable name of Tenant, or of Landlord, or both, as Tenant shall elect) by appropriate proceedings (which may be instituted either during or after the Lease Term, and actual cost of such service if instituted shall be included with the cooperation of Landlord if requested) any valuation of the Project for Real Estate Tax assessment purposes and/or any increase in the tax rate. Landlord shall furnish, on a timely basis, such data, documents, information and assistance and make such appearances as may be reasonably required by Tenant. Landlord will execute all necessary instruments in connection with any such protest, appeal or other proceedings. If any proceeding may only be instituted and maintained 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 instance. Tenant shall be entitled to any refund obtained by reason of any such proceeding or otherwise whether obtained during or after the expiration of the Lease Term and whether obtained by Landlord or Tenant for the Premises (less Tenant's Tax Share of any costs reasonably incurred by Landlord if Landlord is responsible for the decrease, and not to exceed the tax savings)except that if the refund shall relate to the year in which the Lease Term commences or expires, the refund shall be apportioned between Landlord and Tenant according to the number of days within the Lease Term. If Tenant contests Real Estate Taxes hereunder at its expense that results in a savings, it shall be entitled to any proceeds received from the year same were incurred or paid, at Landlord’s election. Additionally, during any such period, Landlord shall have assessor's office attributable to the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the ProjectPremises, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and shall be reimbursed by Landlord within ten (10) days of invoice for any reasonable and actual fees, expenses and portion of costs reasonably incurred by Tenant not exceeding the tax savings relating to property owned by Landlord in contesting not part of the Premises, or relating to time periods not part of the Lease Term. Tenant shall not be responsible to pay any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for portion of any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord shall have attributable to an increase (excluding the right to xxxx annual 2% increases) in valuation unless Tenant for any prior underpayments of Tenant’s Share of Operating Expenses thereby resulting. If Landlord receives has received a refund of any portion copy of the applicable Real Estate Taxes that were included Tax xxxx or notification of valuation increase in sufficient time to enable Tenant to contest the Real Estate Taxes paid by Tenant, then Landlord, within thirty (30) days after receipt, shall reimburse tax increase if Tenant for Tenant’s Share of the refunded taxes, less any reasonable and actual expenses that Landlord reasonably incurred to obtain the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, and fees and expenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating Expensesso desires.

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Project. The reasonable and actual cost of such service shall be included in the Real Estate Taxes hereunder in the year same were incurred or paidTenant, at Landlord’s election. Additionallyits cost and expense, during any such period, Landlord shall have the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord shall have the right to xxxx contest, in the manner prescribed by law, and otherwise in a reasonable and diligent manner, the calculation of Real Estate Taxes levied on, against, or with respect to the Taxable Real Property, or the valuation of the Taxable Real Property for purposes of calculating such Real Estate Taxes, if: (i) Tenant determines in good faith that such Real Estate Taxes have been incorrectly calculated, or the Leased Premises and/or Taxable Real Property has been materially overvalued for purposes of calculating such Real Estate Taxes (“Tax Dispute”); (ii) Tenant delivers to Landlord a written notice describing the Tax Dispute and the proposed contest with particularity; and (iii) Landlord does not object to the proposed contest within ten (10) days after receipt of such notice, which objection shall be made only on the basis that Landlord reasonably has determined that the Tax Dispute will not result in decreased Real Estate Taxes (or any prior underpayments of Tenant’s Share of Operating Expenses thereby resulting. If Landlord receives a refund such Tax Dispute remains subject to certain additional conditions or requirements of any portion mortgage lender). Landlord shall cooperate with Tenant in contesting any Tax Dispute, including, without limitation, executing documents in connection therewith; provided that Tenant shall bear all costs associated with Landlord’s cooperation. Pending resolution of the Tax Dispute, Tenant shall pay, when required by the applicable taxing authority, the full amount of the Real Estate Taxes levied or due and payable on, against, or with respect to the Taxable Real Property. Tenant shall not agree to any settlement of a Tax Dispute without Landlord’s prior written consent, which consent may be withheld only on the basis that were included the settlement will result, or reasonably is anticipated by Landlord to result, in the increased Real Estate Taxes. Tenant shall indemnify and hold harmless Landlord from and against any and all increases in Real Estate Taxes which result from a contest commenced or conducted by Tenant. Any reduction, credit or refund of Real Estate Taxes resulting from a contest conducted by Xxxxxx and which were paid by Tenant, then Landlord, within thirty (30) days after receipt, Xxxxxx or are the obligation of Tenant to pay hereunder shall reimburse Tenant for Tenant’s Share of the refunded taxes, less any reasonable and actual expenses that Landlord reasonably incurred be credited or paid to obtain the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, and fees and expenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating ExpensesXxxxxx.

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Project. The reasonable and actual cost of such service shall be included in the Real Estate Taxes hereunder in the year same were incurred or paid, at Landlord’s election. Additionally, during any such period, Landlord shall have the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord Tenant shall have the right to xxxx contest, in the manner prescribed by law and otherwise in a reasonable and diligent manner, the calculation of Real Estate Taxes levied on, against or with respect to the Leased Premises or the valuation of the Leased Premises for purposes of calculating such Real Estate Taxes, at Tenant's cost and expense, if: (i) Tenant determines in good faith that such Real Estate Taxes have been incorrectly calculated or the Leased Premises has been overvalued for any prior underpayments purposes of Tenant’s Share calculating such Real Estate Taxes (the "Tax Dispute"); (ii) Tenant delivers to Landlord a written notice describing the Tax Dispute and the proposed contest with particularity; and (iii) if such contest is to be made during the last two years of Operating Expenses thereby resultingthe Initial Lease Term or an Extension Term, as the case may be, Landlord does not object to the proposed contest within ten days after receipt of such notice, which objection shall be made only on a reasonable basis. If Landlord receives a refund Pending resolution of any portion the Tax Dispute, Tenant shall pay the amount of the Real Estate Taxes that were included in levied on, against or with respect to the Leased Premises as may be required by the Applicable Laws; provided that, if the Applicable Laws do not require Tenant to pay the full amount of such Real Estate Taxes paid pending resolution of the Tax Dispute, then, after resolution of the Tax Dispute, Tenant shall pay any unpaid amount of such Real Estate Taxes. If any settlement will result, or reasonably is anticipated by Landlord to result, in increased Real Estate Taxes at any time, then Tenant shall not agree to the settlement of a Tax Dispute without Landlord's prior written consent, which consent shall not be withheld unreasonably. Notwithstanding anything to the contrary set forth herein, Tenant shall have the right to make a claim for a refund of Real Estate Taxes at any time, including after the expiration or earlier termination of this Lease, if Tenant determines that it has overpaid Real Estate Taxes. Until such time as the first installment of Real Estate Taxes is due and payable following the first reassessment of the Leased Premises after resolution of a contest commenced or conducted by Tenant, then LandlordTenant shall indemnify and hold harmless Landlord from and against any and all increases in Real Estate Taxes that result from a contest commenced or conducted by Tenant, within thirty (30) days after receipt, shall reimburse Tenant for Tenant’s Share of the refunded taxes, less any reasonable and actual expenses that Landlord reasonably incurred to obtain the refund (including without limitation, appraisal fees, court costs, together with all reasonable attorneys’ fees, accountants’ fees, and ' fees and expenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating Expensescourt costs associated therewith.

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Project. The reasonable and actual cost of such service shall be included in the Real Estate Taxes hereunder in the year same were incurred or paidTenant, at Landlord’s election. Additionallyits cost and expense, during any such period, Landlord shall have the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord shall have the right to xxxx contest, in the manner prescribed by law, and otherwise in a reasonable and diligent manner, the calculation of Real Estate Taxes levied on, against, or with respect to the Taxable Real Property, or the valuation of the Taxable Real Property for purposes of calculating such Real Estate Taxes, if: (i) Tenant determines in good faith that such Real Estate Taxes have been incorrectly calculated, or the Leased Premises and/or Taxable Real Property has been materially overvalued for purposes of calculating such Real Estate Taxes (“Tax Dispute”); (ii) Tenant delivers to Landlord a written notice describing the Tax Dispute and the proposed contest with particularity; and (iii) Landlord does not object to the proposed contest within ten (10) days after receipt of such notice, which objection shall be made only on the basis that Landlord reasonably has determined that the Tax Dispute will not result in decreased Real Estate Taxes (or any prior underpayments of Tenant’s Share of Operating Expenses thereby resulting. If Landlord receives a refund such Tax Dispute remains subject to certain additional conditions or requirements of any portion mortgage lender). Landlord shall cooperate with Tenant in contesting any Tax Dispute, including, without limitation, executing documents in connection therewith; provided that Tenant shall bear all costs associated with Landlord’s cooperation. Pending resolution of the Tax Dispute, Tenant shall pay, when required by the applicable taxing authority, the full amount of the Real Estate Taxes levied or due and payable on, against, or with respect to the Taxable Real Property. Tenant shall not agree to any settlement of a Tax Dispute without Landlord’s prior written consent, which consent may be withheld only on the basis that were included the settlement will result, or reasonably is anticipated by Landlord to result, in the increased Real Estate Taxes. Tenant shall indemnify and hold harmless Landlord from and against any and all increases in Real Estate Taxes which result from a contest commenced or conducted by Tenant. Any reduction, credit or refund of Real Estate Taxes resulting from a contest conducted by Tenant and which were paid by Tenant or are the obligation of Tenant to pay hereunder shall be credited or paid to Tenant, then Landlord, within thirty (30) days after receipt, shall reimburse Tenant for . In the event that Landlord files to contest any Real Estate Taxes and such action was not taken upon Tenant’s Share request, Landlord shall notify Tenant of the refunded taxessame and keep Tenant apprised of any filings or proceedings in connection therewith, less including providing Tenant with copies of any reasonable and actual expenses that notices received by Landlord reasonably incurred pursuant to obtain the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, and fees and expenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating Expensessuch contest.

Contesting Real Estate Taxes. Landlord will have the right to employ a tax consulting firm to attempt to assure a fair tax burden on the Project. The reasonable and actual cost of such service shall be included in the Real Estate Taxes hereunder in the year same were incurred or paid, at Landlord’s election. Additionally, during any such period, Landlord shall have the option, in its reasonable judgment, to contest any tax assessment, valuation or levy against the Project, and to retain legal counsel and expert witnesses to assist in such contest and otherwise to incur expenses in such contest, and any reasonable and actual fees, expenses and costs incurred by Landlord in contesting any assessments, levies or tax rate applicable to the Project, whether or not such contest is successful, shall be included in Real Estate Taxes as set forth above. If Landlord contests the Real Estate Taxes for any calendar year and such contest results in an increase in Real Estate Taxes for such calendar year, then, Landlord Tenant shall have the right to xxxx Tenant for any prior underpayments contest or review (in the name of Tenant’s Share , or of Operating Expenses thereby resulting. If Landlord, or both, as Tenant shall elect) by appropriate proceedings (which may be instituted either during or after the Term of this Lease, and if instituted shall be with the cooperation of Landlord receives a refund of if requested) any portion valuation of the Land and Building for Real Estate Tax assessment purposes and/or any increase in the tax rate, provided, however, that Tenant shall have paid all Real Estate Taxes when due. Landlord shall furnish, on a timely basis, such data, documents, information and assistance and make such appearances as may be reasonably required by Tenant for purposes of the contests, and will execute all necessary instruments in connection with any such protest, appeal or other proceedings. Notwithstanding the foregoing, Tenant shall not contest, protest or oppose the formation of any local improvement district that were included in may include the Real Estate Taxes paid Premises without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. If any proceeding may only be instituted and maintained by Landlord, then Landlord shall do so at the request and expense of Tenant, then and shall follow Tenant's reasonable instructions with respect to the proceeding. Landlord shall not settle any appeal or other proceeding commenced by Tenant under the authorization of this Section 10.3 without obtaining Tenant's prior written approval in each instance. Tenant shall be entitled to any refund (net of Tenant's or Landlord, within thirty (30's expenses in obtaining same) days obtained by reason of any such proceeding or otherwise whether obtained during or after receipt, shall reimburse Tenant for Tenant’s Share the expiration of the refunded taxesTerm and whether obtained by Landlord or Tenant, less any reasonable and actual expenses except that Landlord reasonably incurred if the refund shall relate to obtain the year in which the Term of this Lease commences or expires, the refund (including without limitation, appraisal fees, court costs, reasonable attorneys’ fees, accountants’ fees, after deducting all costs of Landlord or Tenant in obtaining same) shall be apportioned between Landlord and fees and expenses of Landlord’s managing agent), if and Tenant according to the extent not previously paid as part number of Operating Expensesdays within the Term.