Common use of Contesting Taxes Clause in Contracts

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 no obligation to contest real estate taxes assessments and Tenant, at its sole cost and expense, shall 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 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 real estate tax assessments, or which may be reasonably necessary to secure payment of any refund which may result from such proceedings, provided such documents shall not impose any expense or liability upon Landlord. Landlord covenants and agrees that if there shall be any refunds or rebates on account of the Taxes paid by Tenant under the provisions of this Lease, 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 Tenant, sign any receipts which may be necessary to secure the payment of any refund or rebate, and will pay over to Tenant such refund or rebate as received by Landlord.

Contesting Taxes. Tenant acknowledges that Landlord has retained Xxxxxxshall have the privilege, Xxxxxxxx & Xxxxxx PC as its counsel to contest before delinquency occurs, of contesting the real estate tax assessment legality or amount of any such Taxes levied against the Premises for in the 2019-2021 tax yearsname of Tenant, or, with Landlord’s consent, not to be unreasonably withheld, conditioned or delayed, both Landlord and Tenant. Commencing with 2022 tax yearIf Tenant, Landlord shall have no obligation in good faith, believes such Taxes to contest real estate taxes assessments and be illegal or excessive, then Tenant may defer payment thereof as long as Tenant, at its sole cost and expense, shall have diligently and in good faith contest the right existence, amount or validity thereof by appropriate proceeding, provided such contest shall not subject Landlord to contest all real estate tax assessments by legal proceedings the risk of any civil or in such other manner as it may deem reasonably suitable (whichcriminal liability; provided, however, that if institutedpayment 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 its designees eviction. Any such contest, in the first instance, shall conduct promptly be at its own the cost and expense, and free expense of any expense Tenant. Each refund of such Taxes so contested shall be paid to Landlord, andbut 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 necessary, in the name of and with the reasonable cooperation of Landlord), provided in no event shall Tenant have the right to withhold payment of 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 execute and deliver promptly remit to Tenant whatever documents reasonably requested by Tenant that may be necessary for Tenant to contest upon receipt, such reimbursement, refund, credit or other retroactive adjustment, which payment obligation shall survive the real estate tax assessments, or which may be reasonably necessary to secure payment of any refund which may result from such proceedings, provided such documents shall not impose any expense or liability upon Landlord. Landlord covenants and agrees that if there shall be any refunds or rebates on account of the Taxes paid by Tenant under the provisions Expiration Date of this Lease. The foregoing right of contest shall equally extend to any right to apply for or to request an abatement, such refund deferral or rebate shall belong reduction of Taxes relating 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 or arising from the request of Tenant, sign any receipts which may be necessary to secure the payment completion or installation of any refund alterations or rebate, and will pay over improvements to Tenant such refund or rebate as received by Landlordthe Premises.

Contesting Taxes. Until such time as the Landlord's Property is assessed as one or more separate tax parcels, Tenant acknowledges that Landlord has retained Xxxxxx, Xxxxxxxx & Xxxxxx PC as its counsel shall not have the right to contest the real estate validity, amount or rate of any Taxes assessed against the Landlord's Property or against any tax assessment of parcel including the Premises for Landlord's Property or any portion thereof. After the 2019-2021 Landlord's Property is assessed as one or more separate tax years. Commencing with 2022 tax yearparcels, Landlord Tenant shall have no obligation to contest real estate taxes assessments and Tenantthe right, at its sole cost and expense, shall have the right to contest all real estate tax assessments by legal appropriate proceedings diligently conducted in good faith, the validity, amount 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 rate of any expense to Taxes assessed against the Landlord, and, if necessary, in the name of and with the reasonable cooperation of Landlord)'s Property, provided that: (i) Tenant gives Landlord not less than seven (7) days advance notice prior to commencing any action 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 real estate tax assessmentsconnection with any such contest, or which may be reasonably necessary to secure payment of any refund which may result from such proceedings, provided such documents shall not impose any expense or liability upon Landlord. Landlord covenants and agrees that if there shall be any refunds or rebates on account of the Taxes paid by Tenant under the provisions of this Lease, 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 shallhas not elected to contest or does not intend to contest such Taxes, upon (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 request of Tenant, sign any receipts which may be necessary Tax Adjustment related to the Taxes being contested) to secure the payment of such contested Taxes and any refund or rebatepenalties and interest which may accrue thereon, and will pay over (iv) Tenant satisfies any conditions set forth in any First Mortgage (as defined below) then encumbering the 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 more other tenants of the Landlord's Property are also contesting such Taxes, Tenant shall pursue its contest in conjunction with the contest by such refund other tenant(s). If Landlord has elected to contest or rebate as received by Landlordintends to contest any Taxes which Tenant intends to contest pursuant to this Section, Landlord shall notify Tenant of such election or intention within seven (7) days after receipt of Tenant's notice described above.

Contesting Taxes. If Tenant acknowledges that Landlord has retained Xxxxxxdesires, Xxxxxxxx & Xxxxxx PC as determined by Tenant in its counsel reasonable business judgment, to contest the real estate tax assessment validity or amount of any 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 or the 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 2019-2021 tax yearsapplicable year. Commencing So long as Tenant complies with 2022 tax yearthe foregoing, Landlord shall have cooperate with Tenant (at no obligation to contest real estate taxes assessments and Tenant, at its sole cost and expense, shall 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 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 real estate tax assessments, or any document which may be reasonably necessary for any such contest proceeding. Nothing herein shall be deemed to secure payment limit Landlord’s right (at Landlord’s sole cost and expense) to contest any tax, assessment, levy or government charge imposed against the Premises, which right, with respect to ad valorem real property taxes, shall be exercised by Landlord in its reasonable business judgment after giving Tenant prior written notice of Landlord’s intent to contest the taxes and, further provided, that any contest by Landlord does not unreasonably interfere with any contest by Tenant. The foregoing restriction on Tenant’s ability to contest the validity or amount of any refund which may result from such proceedingstax, provided such documents shall not impose any expense assessment, levy, or liability upon Landlord. Landlord covenants and agrees that if there shall other governmental charge agreed to in this Lease to be any refunds or rebates on account of the Taxes paid by Tenant under 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 provisions of this Lease, such refund or rebate shall belong to Premises. Tenant and in such event (i)any such refunds received by Landlord shall be deemed trust funds and as such are entitled to be received by Landlord in trust and paid to Tenant forthwith, and (ii) Landlord shall, upon the request of Tenant, sign any receipts which may be necessary to secure the payment refund of any refund Real Estate Taxes or rebateother charges or penalties or interest thereon which have been paid by Tenant (less, if Landlord contested such taxes at Tenant’s request, Landlord’s reasonable costs and will pay over to Tenant expenses of procuring such refund or rebate as received by Landlordrefund).

Contesting Taxes. Tenant acknowledges that Landlord has retained Xxxxxx, Xxxxxxxx & Xxxxxx PC as its counsel Within thirty (30) days after receipt of a notice of assessment with respect to contest the real estate tax assessment of the Premises Real Estate Taxes for the 2019-2021 tax years. Commencing with 2022 tax yearBuilding, which assessment relates to a period entirely within the Term of this Lease, Landlord shall have no obligation deliver to Tenant a copy of the same, together with written notice as to whether Landlord intends to contest real estate taxes assessments such assessment. If Landlord contests any such assessment, Tenant shall cooperate, and Tenant, at its sole cost and expense, shall have the right to contest all real estate tax assessments by legal proceedings or participate at its expense, in such other manner as it may deem reasonably suitable contest (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 the name of and with the reasonable cooperation costs thereof shall be included within the definition of LandlordReal Estate Taxes herein). If Landlord does not elect to contest such assessment, provided in no event then Tenant shall Tenant have the right to withhold payment of Taxes. Landlord shall execute and deliver to Tenant whatever documents reasonably requested contest, by Tenant that may be necessary for Tenant to contest the real estate tax assessments, appropriate administrative or which may be reasonably necessary to secure payment of any refund which may result from such legal proceedings, provided such documents shall 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 impose any expense or liability upon Landlord. Landlord covenants and agrees that if there shall be any refunds or rebates on account of extend beyond the Taxes paid by Tenant under the provisions Expiration Date of this Lease, and provided further that: (i) Tenant shall give Landlord prior written notice of its intention to contest such tax and the identity of its tax counsel or consultant, which shall be subject to Landlord's approval (which shall not be unreasonably withheld, conditioned or delayed); (ii) such contest shall not be permitted to proceed if it could cause or result in a sale or foreclosure of such Building, or impose any civil or criminal penalties upon Landlord; (iii) Tenant shall timely pay all Real Estate Taxes necessary to pursue such contest if and to the extent payment is necessary for the prosecution of 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 received by Tenant therein); (v) Tenant shall pay any interest or penalties with respect to the tax protested or contested, (vi) Tenant shall not cancel, discontinue or settle such proceedings without Landlord's prior written consent (which shall not be unreasonably withheld, conditioned or delayed), and (vii) Tenant shall be responsible for (and shall pay as Additional Rent hereunder) all increased Real Estate Taxes resulting from any adverse decision or action taken as a result of such 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 or rebate less the expenses of the challenge shall belong be paid to Tenant and in such event within thirty (i)any such refunds 30) days after the date received by Landlord (or Tenant shall be deemed trust funds and as receive a credit toward Tenant's next monthly payments of estimated Operating Expenses and/or Base Rent in such are to be received by Landlord in trust and paid to Tenant forthwith, and (ii) Landlord shall, upon the request of Tenant, sign any receipts which may be necessary to secure the payment of any refund or rebate, and will pay over to Tenant such refund or rebate as received by Landlordamount).