Common use of Contests; etc Clause in Contracts

Contests; etc. If any claim is made against any Indemnified Person or if any proceeding is commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Charterer has an indemnity obligation pursuant to Article 17(a), such Indemnified Person shall promptly notify Charterer and shall not take any action with respect to such claim without the consent of Charterer for thirty (30) days after such notice; provided, however, that if such Indemnified Person shall be required by law or regulation to take action with respect to any such claim prior to the end of such thirty (30) day period, such Indemnified Person shall, in such notice to Charterer, so inform Charterer, and such Indemnified Person shall not take any action with respect to such claim without the consent of Charterer before the date on which such Indemnified Person shall be required to take action. Without prejudice to any other rights Charterer may have in connection therewith (including, without limitation, any claim for damages for a failure to give notice specified in the preceding sentence), the parties agree that the failure to provide such notice shall not affect Charterer’s obligations hereunder to any Indemnified Person except to the extent such failure materially adversely affects Charterer’s ability to contest such claim. If reasonably requested by Charterer in writing and upon the reasonable determination by such Indemnified Person that the action to be taken will not result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof, such Indemnified Person shall, upon receipt of indemnity reasonably satisfactory to it (provided, that the Guarantee of TECO Energy and TECO Transport shall be deemed to be a reasonably satisfactory indemnity) and at the expense of Charterer (including, without limitation, all reasonable costs, expenses, attorneys’ and accountants’ fees and disbursements, penalties and interest), in good faith contest the validity, applicability or amount of such Taxes (including, without limitation, by pursuit of administrative and judicial appeals) by, in such Indemnified Person’s sole discretion, after considering in good faith the views of Charterer and its counsel, (i) resisting payment thereof; (ii) not paying the same except under protest, if protest is necessary and proper; or (iii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Any contest required pursuant to the immediately preceding sentence shall, at the option of such Indemnified Person, be conducted by such Indemnified Person or Charterer in the name of Charterer or such Indemnified Person. The Indemnified Person shall consult in good faith with Charterer regarding the conduct of any contest, and cooperate in good faith to permit Charterer to participate in such contest; provided, however, that the Indemnified Person shall control the contest unless the Indemnified Person requests that the Charterer control the contest; and provided further, that if no Event of Default has occurred and is continuing, and if allowed by applicable law, the Indemnified Person shall permit the Charterer to control any contest of sales, use, lease or property Taxes, in which case the Charterer shall keep the Indemnified Person reasonably informed as to the status of the contest. However, Charterer shall not be allowed to participate in proceedings to the extent such proceedings relate to Taxes which are not subject to the indemnification provisions of Article 17(a) above. If any such contest involves payment of the Tax in question, Charterer shall either make such payment directly to the appropriate authority or furnish to such Indemnified Person sufficient funds to make such payment. If any Indemnified Person obtains a refund of all or any part of any Tax paid or reimbursed by Charterer and if no Event of Default shall have occurred and be continuing, such Indemnified Person shall promptly pay to Charterer the amount of such refund net of expenses not already paid or reimbursed by Charterer; provided, however, that such amount shall in no event be payable before such time as Charterer shall have made all payments and indemnities then due and payable under the Charterer Documents to such Indemnified Person; provided further, however, that the aggregate amount of all payments with respect to any Taxes by such Indemnified Person pursuant to this sentence shall not exceed the aggregate amount of all payments made by Charterer pursuant to Article 17(a) with respect to such Taxes. Any such amounts not paid to Charterer pursuant to this limitation contained in this sentence shall be carried forward to reduce, pro tanto, any future amounts that may become payable by Charterer to such Indemnified Person. If, in addition to such refund such Indemnified Person shall receive an amount representing interest on the amount of such refund, Charterer shall promptly be paid that portion of such interest that is fairly attributable to Taxes paid or reimbursed by Charterer prior to the receipt of such refund. Nothing contained in this Article 17 shall require any Indemnified Person to contest or permit Charterer to contest a claim which it would otherwise be required to contest or permit Charterer to contest pursuant to this Article 17 if such Indemnified Person shall waive payment by Charterer of any amount that might otherwise be payable by Charterer under this Article 17 by way of indemnity in respect of such claim, and shall pay to Charterer any amount previously paid or advanced by Charterer pursuant to this Article 17 (by way of indemnification or advance for the payment of a Tax) with respect to such claim. Notwithstanding anything contained in this Article 17(b) to the contrary, to the extent permitted by applicable law Charterer shall at any time be entitled to seek in its own name and at its own expense a refund of or credit for any Taxes for which it is responsible and which it has paid under this Demise Charter, and in connection with such action to seek a determination as to the validity, applicability, and amount of such Taxes which may be due in the future, and to withhold further payments during the pendency of such contest, provided that such action will not, in the reasonable determination of the Indemnified Person, result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof. Charterer agrees to give such Indemnified Person reasonable notice of any such contest prior to the commencement thereof.

Contests; etc. If any claim is made against any Indemnified Person or if any proceeding is commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Charterer has an indemnity obligation pursuant to Article 17(a), such Indemnified Person shall promptly notify Charterer and shall not take any action with respect to such claim without the consent of Charterer for thirty (30) days after such notice; provided, however, that if such Indemnified Person shall be required by law or regulation to take action with respect to any such claim prior to the end of such thirty (30) day period, such Indemnified Person shall, in such notice to Charterer, so inform Charterer, and such Indemnified Person shall not take any action with respect to such claim without the consent of Charterer before the date on which such Indemnified Person shall be required to take action. Without prejudice to any other rights Charterer may have in connection therewith (including, without limitation, any claim for damages for a failure to give notice specified in the preceding sentence), the parties agree that the failure to provide such notice shall not affect Charterer’s obligations hereunder to any Indemnified Person except to the extent such failure materially adversely affects Charterer’s ability to contest such claim. If reasonably requested by Charterer in writing and upon the reasonable determination by such Indemnified Person that the action to be taken will not result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof, such Indemnified Person shall, upon receipt of indemnity reasonably satisfactory to it (provided, that the Guarantee of TECO Energy and TECO Transport shall be deemed to be a reasonably satisfactory indemnity) and at the expense of Charterer (including, without limitation, all reasonable costs, expenses, attorneys’ and accountants’ fees and disbursements, penalties and interest), in good faith contest the validity, applicability or amount of such Taxes (including, without limitation, by pursuit of administrative and judicial appeals) by, in such Indemnified Person’s sole discretion, after considering in good faith the views of Charterer and its counsel, (i) resisting payment thereof; (ii) not paying the same except under protest, if protest is necessary and proper; or (iii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Any contest required pursuant to the immediately preceding sentence shall, at the option of such Indemnified Person, be conducted by such Indemnified Person or Charterer in the name of Charterer or such Indemnified Person. The Indemnified Person shall consult in good faith with Charterer regarding the conduct of any contest, and cooperate in good faith to permit Charterer to participate in such contest; provided, however, that the Indemnified Person shall control the contest unless the Indemnified Person requests that the Charterer control the contest; and provided provided, further, that if no Event of Default has occurred and is continuing, and if allowed by applicable law, the Indemnified Person shall permit the Charterer to control any contest of sales, use, lease or property Taxes, in which case the Charterer shall keep the Indemnified Person reasonably informed as to the status of the contest. However, Charterer shall not be allowed to participate in proceedings to the extent such proceedings relate to Taxes which are not subject to the indemnification provisions of Article 17(a) above. If any such contest involves payment of the Tax in question, Charterer shall either make such payment directly to the appropriate authority or furnish to such Indemnified Person sufficient funds to make such payment. If any Indemnified Person obtains a refund of all or any part of any Tax paid or reimbursed by Charterer and if no Event of Default shall have occurred and be continuing, such Indemnified Person shall promptly pay to Charterer the amount of such refund net of expenses not already paid or reimbursed by Charterer; provided, however, that such amount shall in no event be payable before such time as Charterer shall have made all payments and indemnities then due and payable under the Charterer Documents to such Indemnified Person; provided further, however, that the aggregate amount of all payments with respect to any Taxes by such Indemnified Person pursuant to this sentence shall not exceed the aggregate amount of all payments made by Charterer pursuant to Article 17(a) with respect to such Taxes. Any such amounts not paid to Charterer pursuant to this limitation contained in this sentence shall be carried forward to reduce, pro tanto, any future amounts that may become payable by Charterer to such Indemnified Person. If, in addition to such refund such Indemnified Person shall receive an amount representing interest on the amount of such refund, Charterer shall promptly be paid that portion of such interest that is fairly attributable to Taxes paid or reimbursed by Charterer prior to the receipt of such refund. Nothing contained in this Article 17 shall require any Indemnified Person to contest or permit Charterer to contest a claim which it would otherwise be required to contest or permit Charterer to contest pursuant to this Article 17 if such Indemnified Person shall waive payment by Charterer of any amount that might otherwise be payable by Charterer under this Article 17 by way of indemnity in respect of such claim, and shall pay to Charterer any amount previously paid or advanced by Charterer pursuant to this Article 17 (by way of indemnification or advance for the payment of a Tax) with respect to such claim. Notwithstanding anything contained in this Article 17(b) to the contrary, to the extent permitted by applicable law Charterer shall at any time be entitled to seek in its own name and at its own expense a refund of or credit for any Taxes for which it is responsible and which it has paid under this Demise Charter, and in connection with such action to seek a determination as to the validity, applicability, and amount of such Taxes which may be due in the future, and to withhold further payments during the pendency of such contest, provided that such action will not, in the reasonable determination of the Indemnified Person, result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof. Charterer agrees to give such Indemnified Person reasonable notice of any such contest prior to the commencement thereof.

Contests; etc. If any claim is made against any Indemnified Person or if any proceeding is commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Charterer has an indemnity obligation pursuant to Article 17(a), such Indemnified Person shall promptly notify Charterer and shall not take any action with respect to such claim without the consent of Charterer for thirty (30) days after such notice; provided, however, that if such Indemnified Person shall be required by law or regulation to take action with respect to any such claim prior to the end of such thirty (30) day period, such Indemnified Person shall, in such notice to Charterer, so inform Charterer, and such Indemnified Person shall not take any action with respect to such claim without the consent of Charterer before the date on which such Indemnified Person shall be required to take action. Without prejudice to any other rights Charterer may have in connection therewith (including, without limitation, any claim for damages for a failure to give notice specified in the preceding sentence), the parties agree that the failure to provide such notice shall not affect Charterer’s obligations hereunder to any Indemnified Person except to the extent such failure materially adversely affects Charterer’s ability to contest such claim. If reasonably requested by Charterer in writing and upon the reasonable determination by such Indemnified Person that the action to be taken will not result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof, such Indemnified Person shall, upon receipt of indemnity reasonably satisfactory to it (provided, that the Guarantee of TECO Energy and TECO Transport shall be deemed to be a reasonably satisfactory indemnity) and at the expense of Charterer (including, without limitation, all reasonable costs, expenses, attorneys’ and accountants’ fees and disbursements, penalties and interest), in good faith contest the validity, applicability or amount of such Taxes (including, without limitation, by pursuit of administrative and judicial appeals) by, in such Indemnified Person’s sole discretion, after considering in good faith the views of Charterer and its counsel, (i) resisting payment thereof; (ii) not paying the same except under protest, if protest is necessary and proper; or (iii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Any contest required pursuant to the immediately preceding sentence shall, at the option of such Indemnified Person, be conducted by such Indemnified Person or Charterer in the name of Charterer or such Indemnified Person. The Indemnified Person shall consult in good faith with Charterer regarding the conduct of any contest, and cooperate in good faith to permit Charterer to participate in such contest; provided, however, that the Indemnified Person shall control the contest unless the Indemnified Person requests that the Charterer control the contest; and provided further, that if no Event of Default has occurred and is continuing, and if allowed by applicable law, the Indemnified Person shall permit the Charterer to control any contest of sales, use, lease or property Taxes, in which case the Charterer shall keep the Indemnified Person reasonably informed as to the status of the contest. However, Charterer shall not be allowed to participate in proceedings to the extent such proceedings relate to Taxes which are not subject to the indemnification provisions indemnified of Article 17(a) above. If any such contest involves payment of the Tax in question, Charterer shall either make such payment directly to the appropriate authority or furnish to such Indemnified Person sufficient funds to make such payment. If any Indemnified Person obtains a refund of all or any part of any Tax paid or reimbursed by Charterer and if no Event of Default shall have occurred and be continuing, such Indemnified Person shall promptly pay to Charterer the amount of such refund net of expenses not already paid or reimbursed by Charterer; provided, however, that such amount shall in no event be payable before such time as Charterer shall have made all payments and indemnities then due and payable under the Charterer Documents to such Indemnified Person; provided further, however, that the aggregate amount of all payments with respect to any Taxes by such Indemnified Person pursuant to this sentence shall not exceed the aggregate amount of all payments made by Charterer pursuant to Article 17(a) with respect to such Taxes. Any such amounts not paid to Charterer pursuant to this limitation contained in this sentence shall be carried forward to reduce, pro tanto, any future amounts that may become payable by Charterer to such Indemnified Person. If, in addition to such refund such Indemnified Person shall receive an amount representing interest on the amount of such refund, Charterer shall promptly be paid that portion of such interest that is fairly attributable to Taxes paid or reimbursed by Charterer prior to the receipt of such refund. Nothing contained in this Article 17 shall require any Indemnified Person to contest or permit Charterer to contest a claim which it would otherwise be required to contest or permit Charterer to contest pursuant to this Article 17 if such Indemnified Person shall waive payment by Charterer of any amount that might otherwise be payable by Charterer under this Article 17 by way of indemnity in respect of such claim, and shall pay to Charterer any amount previously paid or advanced by Charterer pursuant to this Article 17 (by way of indemnification or advance for the payment of a Tax) with respect to such claim. Notwithstanding anything contained in this Article 17(b) to the contrary, to the extent permitted by applicable law Charterer shall at any time be entitled to seek contest in its own name and at its own expense a refund the validity, applicability and amount of or credit for any Taxes for which it is responsible and which it has paid under this Demise Charter, and in connection with such action to seek a determination as to the validity, applicability, and amount of such Taxes which may be due in the future, and to withhold further payments during the pendency pending of such contest, provided that such action will not, in to the reasonable determination of the Indemnified Person, result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereofextent permitted by applicable law. Charterer agrees to give such Indemnified Person reasonable notice of any such contest prior to the commencement thereof.

Contests; etc. The Indemnified Party and Indemnifying Party shall cooperate to determine whether to contest the validity, application or amount of any Taxes for which a party would be obligated to pay additional amounts pursuant to Section 8.2(a)(1) hereof or to make a payment pursuant to Section 8.2(d) hereof, whether before or after such Taxes are paid. If any claim is made against any Indemnified Person or if any proceeding is commenced against any Indemnified Person (including a written notice requested by the Indemnifying Party in writing, within 30 days of such proceedingIndemnifying Party’s receipt of notice under Section 8.2(d) for any Taxes from an Indemnified Party as to which Charterer has an indemnity obligation pursuant a Claim, proceeding or determination relating to Article 17(a), such Indemnified Person shall promptly notify Charterer and shall not take any action with respect to such claim without the consent of Charterer for thirty (30) days after such notice; provided, however, that if such Indemnified Person shall be required by law or regulation to take action with respect to any such claim prior to the end of such thirty (30) day period, such Indemnified Person shall, in such notice to Charterer, so inform Charterer, and such Indemnified Person shall not take any action with respect to such claim without the consent of Charterer before the date on which such Indemnified Person shall be required to take action. Without prejudice to any other rights Charterer may have in connection therewith (including, without limitation, any claim for damages for a failure to give notice specified in the preceding sentence)Taxes, the parties agree that the failure to provide such notice Indemnified Party shall not affect Charterer’s obligations hereunder to any Indemnified Person except to the extent such failure materially adversely affects Charterer’s ability to contest such claim. If reasonably requested by Charterer in writing and upon the reasonable determination by such Indemnified Person that the action to be taken will not result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereofgood faith diligently contest, such Indemnified Person shall, upon receipt of indemnity reasonably satisfactory to it (provided, that the Guarantee of TECO Energy and TECO Transport shall be deemed to be a reasonably satisfactory indemnity) and at the expense of Charterer the Indemnifying Party, in the name of such Indemnified Party (includingor (i) if such contest can be pursued in the name of the Indemnifying Party and independently from any other proceeding involving a Tax liability of such Indemnified Party, without limitationthe Indemnified Party shall, all reasonable costsat the Indemnifying Party’s sole discretion, expensesallow the Indemnifying Party to control the contest, attorneys’ and accountants’ fees and disbursements(ii) if such contest must be pursued in the name of the Indemnified Party, penalties and interestbut can be pursued independently from any other proceeding involving a Tax liability of such Indemnified Party, the Indemnified Party shall, if the Indemnifying Party requests, allow the Indemnifying Party to control the contest unless, in the good faith judgment of the Indemnified Party, such contest by the Indemnifying Party could have a material adverse impact on the business or operations of the Indemnified Party, in which case the Indemnified Party may control or reassert control of such contest pursuant to the terms described above, or (iii) in the case of any contest, if the Indemnifying Party requests, the Indemnified Party may allow the Indemnifying Party to control the contest), in good faith contest the validity, applicability or amount of such Taxes (including, without limitation, by pursuit of administrative and judicial appeals) by, in the sole discretion of the Person conducting such contest (provided that at least five days remain for taking such action after the date of receipt by the Indemnified Person’s sole discretion, after considering in good faith the views Party of Charterer and its counselsuch request), (iA) resisting payment thereof; , (iiB) not paying the same except under protest, if protest is necessary and proper; , or (iiiC) if the payment is be made, using reasonable efforts to obtain a refund thereof in appropriate administrative and judicial proceedings. Any contest required pursuant to the immediately preceding sentence shall, at the option of such Indemnified Person, be conducted by such Indemnified Person or Charterer in the name of Charterer or such Indemnified Person. The Indemnified Person shall consult in good faith with Charterer regarding the conduct of any contest, and cooperate in good faith to permit Charterer to participate in such contest; provided, however, that the Indemnified Person shall control the contest unless the Indemnified Person requests that the Charterer control the contest; and provided further, that if no Event of Default has occurred and is continuing, and if allowed by applicable law, the Indemnified Person shall permit the Charterer to control any contest of sales, use, lease or property Taxes, in which case the Charterer shall keep the Indemnified Person reasonably informed as to the status of the contest. However, Charterer shall not be allowed to participate in proceedings to the extent such proceedings relate to Taxes which are not subject to the indemnification provisions of Article 17(a) above. If any such contest involves payment of the Tax in question, Charterer shall either make such payment directly to the appropriate authority or furnish to such Indemnified Person sufficient funds to make such payment. If any Indemnified Person obtains a refund of all or any part of any Tax paid or reimbursed by Charterer and if no Event of Default shall have occurred and be continuing, such Indemnified Person shall promptly pay to Charterer the amount of such refund net of expenses not already paid or reimbursed by Charterer; provided, however, that such amount shall in no event be payable before such time as Charterer shall have made all payments and indemnities then due and payable under the Charterer Documents to such Indemnified Person; provided further, however, that the aggregate amount of all payments with respect to any Taxes by such Indemnified Person pursuant to this sentence shall not exceed the aggregate amount of all payments made by Charterer pursuant to Article 17(a(1) with respect to such Taxes. Any such amounts not paid to Charterer pursuant to this limitation contained in this sentence shall be carried forward to reduce, pro tanto, any future amounts that may become payable by Charterer to such Indemnified Person. If, in addition to such refund such Indemnified Person shall receive an amount representing interest on the amount of such refund, Charterer shall promptly be paid that portion of such interest that is fairly attributable to Taxes paid or reimbursed by Charterer prior to the receipt of such refund. Nothing contained in this Article 17 shall require any Indemnified Person to contest or permit Charterer to contest a claim which it would otherwise be required to contest or permit Charterer to contest pursuant to this Article 17 if such Indemnified Person shall waive payment by Charterer of any amount that might otherwise be payable by Charterer under this Article 17 by way of indemnity in respect of such claim, and shall pay to Charterer any amount previously paid or advanced by Charterer pursuant to this Article 17 (by way of indemnification or advance for the payment of a Tax) with respect to such claim. Notwithstanding anything contained in this Article 17(b) to the contrary, to the extent permitted by applicable law Charterer shall at any time be entitled to seek in its own name and at its own expense a refund of or credit for any Taxes for which it is responsible and which it has paid under this Demise Charter, and in connection with such action to seek a determination as to the validity, applicability, and amount of such Taxes which may be due in the future, and to withhold further payments during the pendency of such contest, provided that such action will not, in the reasonable determination of the Indemnified PersonParty such proceedings do not involve (x) any material danger of the sale, result in forfeiture or loss of or creation of any substantial lien on the assets of the Indemnified Party, unless the Indemnifying Party shall have adequately bonded such lien or otherwise provided security for the Indemnifying Party’s obligations under this Section 8.2 with respect to such claim reasonably satisfactory to such Indemnified Party, or (y) any risk of criminal penalties, (2) all costs of such tax proceeding are for the imposition account of a lien on or the forfeiture of any Vessel or any part thereof. Charterer agrees to give such Indemnified Person reasonable notice of any such contest prior Indemnifying Party, and (3) the Indemnifying Party shall have provided to the commencement thereofIndemnified Party at the Indemnifying Party’s sole expense an opinion of counsel reasonably satisfactory to the Indemnified Party to the effect that, in the case of U.S. federal Taxes, there is substantial authority (within the meaning of Code section 6662(d)(2)(B)(i)) to prevail on such refund claim, and in the case of all other Taxes, that there is a similar level of authority for the Indemnifying Party’s challenge.