Common use of Contesting Taxes Clause in Contracts

Contesting Taxes. Tenant shall have the privilege, before delinquency occurs, of contesting the legality or amount of any such Taxes levied against the Premises in the name of Tenant, or, with Landlord’s consent, not to be unreasonably withheld, conditioned or delayed, both Landlord and Tenant. If Tenant, in good faith, believes such Taxes to be illegal or excessive, then Tenant may defer payment thereof as long as Tenant, at its sole cost and expense, shall diligently and in good faith contest the existence, amount or validity thereof by appropriate proceeding, provided such contest shall not subject Landlord to the risk of any civil or criminal liability; provided, however, that if payment of the whole or any part thereof becomes necessary to prevent the forfeiture of title to or a sale of the Premises, or to prevent eviction of either Landlord or Tenant because of non-payment thereof, Tenant shall pay the same to prevent such forfeiture, sale or eviction. Any such contest, in the first instance, shall be at the cost and expense of Tenant. Each refund of such Taxes so contested shall be paid to Landlord, but Landlord shall promptly remit to Tenant, upon receipt of such refund, all costs and expenses of such contest advanced by Tenant before retention or distribution, as the case may be, of the balance of such refund. Thereafter, Landlord shall promptly remit the balance of such refund to Tenant if Tenant has paid such Taxes. If Landlord receives a reimbursement, refund, credit or other retroactive adjustment of Taxes after Tenant has paid the same, Landlord shall promptly remit to Tenant upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the Expiration Date of this Lease. The foregoing right of contest shall equally extend to any right to apply for or to request an abatement, deferral or reduction of Taxes relating to or arising from the completion or installation of any alterations or improvements to the Premises.

Contesting Taxes. Tenant acknowledges that Landlord has retained Xxxxxx, Xxxxxxxx & Xxxxxx PC as its counsel to contest the real estate tax assessment of the Premises for the 2019-2021 tax years. Commencing with 2022 tax year, Landlord shall have the privilege, before delinquency occurs, of contesting the legality or amount of any such Taxes levied against the Premises in the name of Tenant, or, with Landlord’s consent, not no obligation to be unreasonably withheld, conditioned or delayed, both Landlord contest real estate taxes assessments and Tenant. If Tenant, in good faith, believes such Taxes to be illegal or excessive, then Tenant may defer payment thereof as long as Tenant, at its sole cost and expense, shall diligently have the right to contest all real estate tax assessments by legal proceedings or in such other manner as it may deem reasonably suitable (which, if instituted, Tenant or its designees shall conduct promptly at its own cost and expense, and free of any expense to Landlord, and, if necessary, in good faith the name of and with the reasonable cooperation of Landlord), provided in no event shall Tenant have the right to withhold payment of Taxes. Landlord shall execute and deliver to Tenant whatever documents reasonably requested by Tenant that may be necessary for Tenant to contest the existencereal estate tax assessments, amount or validity thereof by appropriate proceedingwhich may be reasonably necessary to secure payment of any refund which may result from such proceedings, provided such contest documents shall not subject impose any expense or liability upon Landlord. Landlord to the risk of any civil or criminal liability; provided, however, covenants and agrees that if payment there shall be any refunds or rebates on account of the whole or any part thereof becomes necessary to prevent the forfeiture of title to or a sale of the Premises, or to prevent eviction of either Landlord or Tenant because of non-payment thereof, Tenant shall pay the same to prevent such forfeiture, sale or eviction. Any such contest, in the first instance, shall be at the cost and expense of Tenant. Each refund of such Taxes so contested shall be paid to Landlord, but Landlord shall promptly remit to Tenant, upon receipt of such refund, all costs and expenses of such contest advanced by Tenant before retention or distribution, as under the case may be, of the balance of such refund. Thereafter, Landlord shall promptly remit the balance of such refund to Tenant if Tenant has paid such Taxes. If Landlord receives a reimbursement, refund, credit or other retroactive adjustment of Taxes after Tenant has paid the same, Landlord shall promptly remit to Tenant upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the Expiration Date provisions of this Lease. The foregoing right , such refund or rebate shall belong to Tenant and in such event (i)any such refunds received by Landlord shall be deemed trust funds and as such are to be received by Landlord in trust and paid to Tenant forthwith, and (ii) Landlord shall, upon the request of contest shall equally extend Tenant, sign any receipts which may be necessary to any right to apply for or to request an abatement, deferral or reduction of Taxes relating to or arising from secure the completion or installation payment of any alterations refund or improvements rebate, and will pay over to the PremisesTenant such refund or rebate as received by Landlord.

Contesting Taxes. If Tenant shall have desires, as determined by Tenant in its reasonable business judgment, to contest the privilege, before delinquency occurs, of contesting the legality validity or amount of any such Taxes levied against tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant, Tenant shall be permitted to do so, upon posting of adequate security or the payment of amounts, all as may be required by Applicable Laws (as defined in Section 3.2 hereof), to prevent loss of title to the Premises in or the name imposition of penalties on Landlord or the Premises and after giving Landlord prior written notice of Tenant’s intent to contest the taxes for the applicable year. So long as Tenant complies with the foregoing, or, Landlord shall cooperate with Tenant (at no expense to Landlord) and execute any document which may be reasonably necessary for any such contest proceeding. Nothing herein shall be deemed to limit Landlord’s consent, not to be unreasonably withheld, conditioned or delayed, both Landlord and Tenant. If Tenant, in good faith, believes such Taxes to be illegal or excessive, then Tenant may defer payment thereof as long as Tenant, right (at its Landlord’s sole cost and expense) to contest any tax, shall diligently and in good faith contest the existenceassessment, amount levy or validity thereof by appropriate proceeding, provided such contest shall not subject Landlord to the risk of any civil or criminal liability; provided, however, that if payment of the whole or any part thereof becomes necessary to prevent the forfeiture of title to or a sale of government charge imposed against the Premises, or which right, with respect to prevent eviction of either Landlord or Tenant because of non-payment thereof, Tenant shall pay the same to prevent such forfeiture, sale or eviction. Any such contest, in the first instancead valorem real property taxes, shall be at exercised by Landlord in its reasonable business judgment after giving Tenant prior written notice of Landlord’s intent to contest the cost and expense of taxes and, further provided, that any contest by Landlord does not unreasonably interfere with any contest by Tenant. Each The foregoing restriction on Tenant’s ability to contest the validity or amount of any tax, assessment, levy, or other governmental charge agreed to in this Lease to be paid by Tenant shall only be deemed to apply to Real Estate Taxes and shall not be deemed to apply to any personal property taxes, which are payable by Tenant on its personalty in the Premises. Tenant shall be entitled to any refund of any Real Estate Taxes or other charges or penalties or interest thereon which have been paid by Tenant (less, if Landlord contested such Taxes so contested shall be paid to taxes at Tenant’s request, Landlord, but Landlord shall promptly remit to Tenant, upon receipt of such refund, all ’s reasonable costs and expenses of such contest advanced by Tenant before retention or distribution, as the case may be, of the balance of procuring such refund. Thereafter, Landlord shall promptly remit the balance of such refund to Tenant if Tenant has paid such Taxes. If Landlord receives a reimbursement, refund, credit or other retroactive adjustment of Taxes after Tenant has paid the same, Landlord shall promptly remit to Tenant upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the Expiration Date of this Lease. The foregoing right of contest shall equally extend to any right to apply for or to request an abatement, deferral or reduction of Taxes relating to or arising from the completion or installation of any alterations or improvements to the Premises).

Contesting Taxes. Until such time as the Landlord's Property is assessed as one or more separate tax parcels, Tenant shall not have the right to contest the validity, amount or rate of any Taxes assessed against the Landlord's Property or against any tax parcel including the Landlord's Property or any portion thereof. After the Landlord's Property is assessed as one or more separate tax parcels, Tenant shall have the privilege, before delinquency occurs, of contesting the legality or amount of any such Taxes levied against the Premises in the name of Tenant, or, with Landlord’s consent, not to be unreasonably withheld, conditioned or delayed, both Landlord and Tenant. If Tenant, in good faith, believes such Taxes to be illegal or excessive, then Tenant may defer payment thereof as long as Tenantright, at its sole cost and expense, shall to contest by appropriate proceedings diligently and conducted in good faith contest faith, the existencevalidity, amount or validity thereof by appropriate proceedingrate of any Taxes assessed against the Landlord's Property, provided that: (i) Tenant gives Landlord not less than seven (7) days advance notice prior to commencing any action in connection with any such contest, (ii) Landlord has not elected to contest shall or does not subject intend to contest such Taxes, (iii) Tenant delivers to Landlord a bond or other security reasonably satisfactory to Landlord (after taking into consideration any Rent Adjustment Deposits then being held by Landlord for the Tax Adjustment related to the risk of any civil or criminal liability; provided, however, that if Taxes being contested) to secure the payment of such contested Taxes and any penalties and interest which may accrue thereon, and (iv) Tenant satisfies any conditions set forth in any First Mortgage (as defined below) then encumbering the whole Landlord's Property relating to the right to contest Taxes. In addition to the terms and conditions set forth in the immediately preceding sentence, if one or any part thereof becomes necessary to prevent the forfeiture of title to or a sale more other tenants of the Premises, or to prevent eviction of either Landlord or Tenant because of non-payment thereofLandlord's Property are also contesting such Taxes, Tenant shall pay pursue its contest in conjunction with the same contest by such other tenant(s). If Landlord has elected to prevent such forfeiture, sale contest or eviction. Any such contest, in the first instance, shall be at the cost and expense of Tenant. Each refund of such intends to contest any Taxes so contested shall be paid which Tenant intends to Landlord, but Landlord shall promptly remit contest pursuant to Tenant, upon receipt of such refund, all costs and expenses of such contest advanced by Tenant before retention or distribution, as the case may be, of the balance of such refund. Thereafterthis Section, Landlord shall promptly remit the balance notify Tenant of such refund to Tenant if Tenant has paid such Taxes. If Landlord receives a reimbursement, refund, credit election or other retroactive adjustment intention within seven (7) days after receipt of Taxes after Tenant has paid the same, Landlord shall promptly remit to Tenant upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the Expiration Date of this Lease. The foregoing right of contest shall equally extend to any right to apply for or to request an abatement, deferral or reduction of Taxes relating to or arising from the completion or installation of any alterations or improvements to the PremisesTenant's notice described above.

Contesting Taxes. Within thirty (30) days after receipt of a notice of assessment with respect to the Real Estate Taxes for the Building, which assessment relates to a period entirely within the Term of this Lease, Landlord shall deliver to Tenant a copy of the same, together with written notice as to whether Landlord intends to contest such assessment. If Landlord contests any such assessment, Tenant shall cooperate, and shall have the right to participate at its expense, in such contest (and the reasonable costs thereof shall be included within the definition of Real Estate Taxes herein). If Landlord does not elect to contest such assessment, then Tenant shall have the privilegeright to contest, before delinquency occursby appropriate administrative or legal proceedings, such assessment (or the Real Estate Taxes applicable to the Building), as long as the period for which such Real Estate Taxes are being contested does not extend beyond the Expiration Date of contesting this Lease, and provided further that: (i) Tenant shall give Landlord prior written notice of its intention to contest such tax and the legality identity of its tax counsel or amount of any such Taxes levied against the Premises in the name of Tenantconsultant, or, with which shall be subject to Landlord’s consent, 's approval (which shall not to be unreasonably withheld, conditioned or delayed, both Landlord and Tenant. If Tenant, in good faith, believes such Taxes to be illegal or excessive, then Tenant may defer payment thereof as long as Tenant, at its sole cost and expense, shall diligently and in good faith contest the existence, amount or validity thereof by appropriate proceeding, provided ); (ii) such contest shall not subject Landlord be permitted to the risk proceed if it could cause or result in a sale or foreclosure of such Building, or impose any civil or criminal liabilitypenalties upon Landlord; provided, however, that if payment of the whole or any part thereof becomes (iii) Tenant shall timely pay all Real Estate Taxes necessary to prevent pursue such contest if and to the forfeiture extent payment is necessary for the prosecution of title such protest or contest; (iv) Tenant shall diligently prosecute such contest, and keep Landlord informed on a regular basis with respect thereto (including provision of copies to Landlord of all written filings made or a sale of the Premises, or to prevent eviction of either Landlord or received by Tenant because of non-payment thereof, therein); (v) Tenant shall pay any interest or penalties with respect to the same to prevent tax protested or contested, (vi) Tenant shall not cancel, discontinue or settle such forfeitureproceedings without Landlord's prior written consent (which shall not be unreasonably withheld, sale conditioned or eviction. Any such contestdelayed), in the first instance, and (vii) Tenant shall be at the cost responsible for (and expense of Tenant. Each refund shall pay as Additional Rent hereunder) all increased Real Estate Taxes resulting from any adverse decision or action taken as a result of such Taxes so contested tax contest. If as a result of any such challenge, a tax refund is made to Landlord, then Tenant's Share of the difference between the amount of such refund less the expenses of the challenge shall be paid to Landlord, but Tenant within thirty (30) days after the date received by Landlord (or Tenant shall promptly remit to receive a credit toward Tenant, upon receipt 's next monthly payments of estimated Operating Expenses and/or Base Rent in such refund, all costs and expenses of such contest advanced by Tenant before retention or distribution, as the case may be, of the balance of such refund. Thereafter, Landlord shall promptly remit the balance of such refund to Tenant if Tenant has paid such Taxes. If Landlord receives a reimbursement, refund, credit or other retroactive adjustment of Taxes after Tenant has paid the same, Landlord shall promptly remit to Tenant upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the Expiration Date of this Lease. The foregoing right of contest shall equally extend to any right to apply for or to request an abatement, deferral or reduction of Taxes relating to or arising from the completion or installation of any alterations or improvements to the Premisesamount).