Common use of Contesting Real Estate Taxes Clause in Contracts

Contesting Real Estate Taxes. Tenant shall have the right to 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 purposes of 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 the 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. Pending resolution of the Tax Dispute, Tenant shall pay the amount of the Real Estate Taxes 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 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, Tenant 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, together with all reasonable attorneys' fees and court costs associated therewith.

Contesting Real Estate Taxes. 11.4.1 Except as hereafter provided, and unless Landlord has previously initiated such a contest pursuant to Section 11.4.2, below, if in any year in which Tenant shall have is either the sole tenant of the Building, or is leasing more than fifty percent (50%) of the Rentable Area thereof, Tenant wishes to contest any tax assessment, valuation or levy against the Project, Tenant will have, at its expense (including any reasonable out-of-pocket third party costs incurred by Landlord in connection with such action), the right by written notice to Landlord to cause Landlord to commence and diligently and vigorously pursue such contest, in and to retain legal counsel and expert witnesses to assist therein. In the manner prescribed by law and otherwise event such contest results in a reasonable and diligent manner, the calculation refund of Real Estate Taxes levied onin any year, against or Tenant shall be entitled to receive Tenant’s Share of such refund, pro-rated for the period with respect to the Leased Premises or the valuation which Tenant paid its share 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 for such year, after deducting from the Leased Premises has been overvalued for purposes of calculating refund all reasonable fees, expenses and costs incurred by Landlord and/or Tenant in such Real Estate Taxes contest (the "Tax Dispute"); (ii) Tenant delivers which shall be paid 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 the Initial Lease Term or an Extension TermTenant, as the case may be, Landlord does not object in order to reimburse the proposed applicable party for the cost incurred by such party in such contest); and in the event such contest within ten days after receipt of such notice, which objection shall be made only on a reasonable basis. Pending resolution of the Tax Disputeresults in an increase or surcharge in Real Estate Taxes in any year, Tenant shall pay the amount of the Real Estate Taxes levied onbe responsible therefor. The foregoing notwithstanding, against or with respect Tenant shall not be permitted to the Leased Premises as may be required by the Applicable Laws; provided that, if the Applicable Laws do not require Tenant Landlord to pay the full amount of contest such Real Estate Taxes pending resolution of if such contest will result in any civil or criminal fines, penalties or liability against Landlord. 11.4.2 During the Tax DisputeTerm, then, after resolution of the Tax Dispute, Tenant shall pay any unpaid amount of such Real Estate Taxes. If any settlement Landlord 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 employ a claim tax consulting firm to attempt to assure a fair tax burden on the Property, provided Landlord will use reasonable efforts to minimize the cost of such service. It is generally agreed that Landlord will engage annually in a good faith review of Real Estate Taxes and any reassessments of the Project for purposes of determining whether to contest or appeal any such assessment or impositions. The reasonable cost of such service shall constitute a component of Real Estate Taxes within the meaning of Section 10, above. Additionally, during any such period, Landlord shall have the right, 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 reasonable expenses in such contest, and the reasonable fees, expenses and costs of any such contest shall constitute a component of Real Estate Taxes within the meaning of Section 10, above, whether or not such contest is successful (so long as such contest is conducted in good faith). In the event any such contest results in a refund of Real Estate Taxes at in any timeyear, including after Tenant shall be entitled to receive Tenant’s Share of such refund, pro-rated for the expiration or earlier termination of this Lease, if period with respect to which Tenant determines that it has overpaid Real Estate Taxes. Until such time as the first installment paid its share of Real Estate Taxes is due for such year, after deducting from the refund all fees, expenses and payable following costs incurred by Landlord in such contest (which will be paid to Landlord to reimburse Landlord for the first reassessment cost of the Leased Premises after resolution of a contest commenced or conducted by Tenant, Tenant 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, together with all reasonable attorneys' fees and court costs associated therewithsuch contest).

Contesting Real Estate Taxes. Landlord and Tenant shall have the right to contest, contest or review (in the manner prescribed name of Tenant, or of Landlord, or both, as Tenant shall elect) by law appropriate proceedings (which may be instituted either during or after the Lease Term, and otherwise in a reasonable and diligent manner, if instituted shall be with the calculation cooperation of Real Estate Taxes levied on, against or with respect to the Leased Premises or the Landlord if requested) any valuation of the Leased Premises Project for purposes of calculating such Real Estate TaxesTax assessment purposes and/or any increase in the tax rate. Landlord shall furnish, 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 purposes of 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 the 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 timely basis. Pending resolution of the Tax Dispute, Tenant shall pay the amount of the Real Estate Taxes levied onsuch data, against or with respect to the Leased Premises documents, information and assistance and make such appearances as may be reasonably required by the Applicable Laws; provided thatTenant. Landlord will execute all necessary instruments in connection with any such protest, if the Applicable Laws do not require Tenant to pay the full amount of such Real Estate Taxes pending resolution of the Tax Dispute, then, after resolution of the Tax Dispute, Tenant shall pay any unpaid amount of such Real Estate Taxesappeal or other proceedings. If any settlement will resultproceeding 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 reasonably is anticipated 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 resultexceed the tax savings)except that if the refund shall relate to the year in which the Lease Term commences or expires, in increased 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 at its expense that results in a savings, it shall be entitled to any timeproceeds received from the assessor's office attributable to the Premises, then and shall be reimbursed by Landlord within ten (10) days of invoice for any portion of costs reasonably incurred by Tenant not exceeding the tax savings relating to property owned by Landlord not part of the Premises, or relating to time periods not part of the Lease Term. Tenant shall not agree be responsible to the settlement pay any portion 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, Tenant shall indemnify and hold harmless Landlord from and against any and all increases increase in Real Estate Taxes that result from attributable to an increase (excluding the annual 2% increases) in valuation unless Tenant has received a copy of the applicable Real Estate Tax xxxx or notification of valuation increase in sufficient time to enable Tenant to contest commenced or conducted by Tenant, together with all reasonable attorneys' fees and court costs associated therewiththe tax increase if Tenant so desires.

Contesting Real Estate Taxes. Tenant Tenant, at its cost and expense, shall have the right to contest, in the manner prescribed by law law, and otherwise in a reasonable and diligent manner, the calculation of Real Estate Taxes levied on, against against, or with respect to the Leased Premises Taxable Real Property, or the valuation of the Leased Premises Taxable Real Property 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 calculated, or the Leased Premises and/or Taxable Real Property has been materially overvalued for purposes of 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 the Initial Lease Term or an Extension Term, as the case may be, Landlord does not object to the proposed contest within ten (10) days after receipt of such notice, which objection shall be made only on a reasonable basisthe basis that Landlord reasonably has determined that the Tax Dispute will not result in decreased Real Estate Taxes (or any such Tax Dispute remains subject to certain additional conditions or requirements of any 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 pay, when required by the applicable taxing authority, the full amount of the Real Estate Taxes levied or due and payable on, against against, or with respect to the Leased Premises as Taxable Real Property. Tenant shall not agree to any settlement of a Tax Dispute without Landlord’s prior written consent, which consent may be required by withheld only on the Applicable Laws; provided that, if basis that the Applicable Laws do not require Tenant to pay the full amount of such Real Estate Taxes 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, Tenant shall indemnify and hold harmless Landlord from and against any and all increases in Real Estate Taxes that which result from a contest commenced or conducted by Tenant. Any reduction, together 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. In the event that Landlord files to contest any Real Estate Taxes and such action was not taken upon Tenant’s request, Landlord shall notify Tenant of the same and keep Tenant apprised of any filings or proceedings in connection therewith, including providing Tenant with all reasonable attorneys' fees and court costs associated therewithcopies of any notices received by Landlord pursuant to such contest.

Contesting Real Estate Taxes. Tenant Tenant, at its cost and expense, shall have the right to contest, in the manner prescribed by law law, and otherwise in a reasonable and diligent manner, the calculation of Real Estate Taxes levied on, against against, or with respect to the Leased Premises Taxable Real Property, or the valuation of the Leased Premises Taxable Real Property 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 calculated, or the Leased Premises and/or Taxable Real Property has been materially overvalued for purposes of 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 the Initial Lease Term or an Extension Term, as the case may be, Landlord does not object to the proposed contest within ten (10) days after receipt of such notice, which objection shall be made only on a reasonable basisthe basis that Landlord reasonably has determined that the Tax Dispute will not result in decreased Real Estate Taxes (or any such Tax Dispute remains subject to certain additional conditions or requirements of any 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 pay, when required by the applicable taxing authority, the full amount of the Real Estate Taxes levied or due and payable on, against against, or with respect to the Leased Premises as Taxable Real Property. Tenant shall not agree to any settlement of a Tax Dispute without Landlord’s prior written consent, which consent may be required by withheld only on the Applicable Laws; provided that, if basis that the Applicable Laws do not require Tenant to pay the full amount of such Real Estate Taxes 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, Tenant shall indemnify and hold harmless Landlord from and against any and all increases in Real Estate Taxes that which result from a contest commenced or conducted by Tenant. Any reduction, together with all reasonable attorneys' fees credit or refund of Real Estate Taxes resulting from a contest conducted by Xxxxxx and court costs associated therewithwhich were paid by Xxxxxx or are the obligation of Tenant to pay hereunder shall be credited or paid to Xxxxxx.

Contesting Real Estate Taxes. Landlord shall, upon written request of Tenant, contest by appropriate proceedings any Real Estate Taxes. The cost of such contest shall be borne by Tenant shall have unless other occupants of the right Building so direct Landlord to contestcontest the Real Estate Taxes, in which event the manner prescribed by law cost shall be split between Tenant and otherwise in such occupants on a reasonable and diligent manner, the calculation 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 levied onuntil conclusion of the contest so long as (a) neither the Project nor any portion thereof would, against by reason of such postponement or deferment, be in danger of being forfeited or lost, and (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 amount of Tenant's Pro Rata Share of the Real Estate Taxes so contested and unpaid. If, during the continuance of such proceedings, 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, 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 Leased Premises or the valuation contest of the Leased Premises for purposes of calculating 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 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. 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 cost and expense, if: (i) Tenant determines in good faith that such Pro Rata Share of Real Estate Taxes have been incorrectly calculated or the Leased Premises has been overvalued for purposes of 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 the Initial Lease Term or an Extension TermTaxes, 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. Pending resolution of the Tax Disputeabove provided, Tenant shall pay the amount of the Real Estate Taxes levied on, against or with respect be entitled to the Leased Premises as may be required by the Applicable Laws; provided thatreceive all interest paid thereon, if the Applicable Laws do not require Tenant any. Landlord agrees to pay the full amount of such Real Estate Taxes pending resolution of the Tax Disputecooperate with Tenant's efforts in connection with this Section 2.11, then, after resolution of the Tax Dispute, Tenant shall pay any unpaid amount of such Real Estate Taxes. If any settlement will result, at no cost or reasonably is anticipated by Landlord expense 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, Tenant 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, together with all reasonable attorneys' fees and court costs associated therewith.

Contesting Real Estate Taxes. Tenant shall have the right to contest, contest or review (in the manner prescribed name of Tenant, or of Landlord, or both, as Tenant shall elect) by law appropriate proceedings (which may be instituted either during or after the Term of this Lease, and otherwise if instituted shall be with the cooperation of Landlord if requested) any valuation of the Land and Building for Real Estate Tax assessment purposes and/or any increase in a reasonable and diligent mannerthe tax rate, the calculation of provided, however, that Tenant shall have paid all Real Estate Taxes levied onwhen due. Landlord shall furnish, against or with respect to the Leased Premises or the valuation of the Leased Premises on a timely basis, such data, documents, information and assistance and make such appearances as may be reasonably required by Tenant for purposes of calculating the contests, and will execute all necessary instruments in connection with any such Real Estate Taxesprotest, at Tenant's cost and expense, if: (i) Tenant determines in good faith that such Real Estate Taxes have been incorrectly calculated appeal or other proceedings. Notwithstanding the Leased Premises has been overvalued for purposes of 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 the 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. Pending resolution of the Tax Disputeforegoing, Tenant shall pay not contest, protest or oppose the amount formation of any local improvement district that may include the Real Estate Taxes levied on, against or with respect to Premises without 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 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 consentconsent of Landlord, which consent shall not be withheld unreasonablyunreasonably withheld, conditioned or delayed. Notwithstanding anything If any proceeding may only be instituted and maintained by Landlord, then Landlord shall do so at the request and expense of Tenant, and shall follow Tenant's reasonable instructions with respect to the contrary set forth herein, 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 have the right be entitled to make a claim for a any refund (net of Real Estate Taxes at Tenant's or Landlord's expenses in obtaining same) obtained by reason of any time, including such proceeding or otherwise whether obtained during or after the expiration of the Term and whether obtained by Landlord or earlier termination Tenant, except that if the refund shall relate to the year in which the Term of this LeaseLease commences or expires, if the refund (after deducting all costs of Landlord or Tenant determines that it has overpaid Real Estate Taxes. Until such time as in obtaining same) shall be apportioned between Landlord and Tenant according to the first installment number of Real Estate Taxes is due and payable following days within the first reassessment of the Leased Premises after resolution of a contest commenced or conducted by Tenant, Tenant 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, together with all reasonable attorneys' fees and court costs associated therewithTerm.

Contesting Real Estate Taxes. Tenant 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 contest, in the manner prescribed by law and otherwise in xxxx Tenant for any prior underpayments of Tenant’s Share of Operating Expenses thereby resulting. If Landlord receives a reasonable and diligent manner, the calculation refund 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 purposes of 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 the 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. Pending resolution of the Tax Dispute, Tenant shall pay the amount any portion of the Real Estate Taxes levied on, against or with respect to that were included in 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 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 paid by Tenant, then Landlord, within thirty (30) days after receipt, shall reimburse Tenant shall indemnify for Tenant’s Share of the refunded taxes, less any reasonable and hold harmless actual expenses that Landlord from and against any and all increases in Real Estate Taxes that result from a contest commenced or conducted by Tenantreasonably incurred to obtain the refund (including without limitation, together with all appraisal fees, court costs, reasonable attorneys' ’ fees, accountants’ fees, and fees and court costs associated therewithexpenses of Landlord’s managing agent), if and to the extent not previously paid as part of Operating Expenses.