Common use of Failure to Contest Clause in Contracts

Failure to Contest. Notwithstanding anything to the contrary contained in this subsection 16(g), a Tax Indemnified Party may at any time decline to take any further action with respect to a proposed adjustment or the imposition of a Tax; PROVIDED that if the Lessee has properly requested such action pursuant to, and is otherwise entitled to require any action to be taken by a Tax Indemnified Party pursuant to the provisions of subsection 16(g), and such Tax Indemnified Party has failed to contest, or permit the Lessee to contest, such proposed adjustment or the imposition of such Tax, such Tax Indemnified Party shall be deemed to have waived its right to any Indemnity payment that would otherwise be payable by the Lessee pursuant to this Section 16 in respect of such adjustment or the imposition of such Tax. In such event, such Tax Indemnified Party shall reimburse the Lessee for all amounts previously advanced by the Lessee to such Tax Indemnified Party with respect to such proposed adjustment pursuant to clause (y)(iii) of subsection 16(g) hereof. If an Tax Indemnified Party fails to contest or to permit a contest hereunder, such Tax Indemnified Party will not be required to pay over the Lessee any amount representing tax benefits described in subsection 16(c)(B) hereof which result from the payment of Taxes as to which such Tax Indemnified Party has been deemed to have waived its right to any indemnity payment hereunder.

Failure to Contest. Notwithstanding anything to the contrary contained in this subsection 16(g), a Tax Indemnified Party may at any time decline to take any further action with respect to a proposed adjustment or the imposition of a Tax; PROVIDED provided that if the Lessee has properly requested such action pursuant to, and is otherwise entitled to require any action to be taken by a Tax Indemnified Party pursuant to the provisions of subsection 16(g), and such Tax Indemnified Party has failed to contest, or permit the Lessee to contest, such proposed adjustment or the imposition of such Tax, such Tax Indemnified Party shall be deemed to have waived its right to any Indemnity payment that would otherwise be payable by the Lessee pursuant to this Section 16 in respect of such adjustment or the imposition of such Tax. In such event, such Tax Indemnified Party shall reimburse the Lessee for all amounts previously advanced by the Lessee to such Tax Indemnified Party with respect to such proposed adjustment pursuant to clause (y)(iii) of subsection 16(g) hereof. If an a Tax Indemnified Party fails to contest or to permit a contest hereunder, such Tax Indemnified Party will not be required to pay over the Lessee any amount representing tax benefits described in subsection 16(c)(B) hereof which result from the payment of Taxes as to which such Tax Indemnified Party has been deemed to have waived its right to any indemnity payment hereunder.