Common use of Failure to Contest Clause in Contracts

Failure to Contest. Notwithstanding anything to the contrary contained in this Article 5 and subject to the exclusion contained in Section 2.2(i) and Section 3.4(i), Lessor may at any time decline to take any further action with respect to a proposed adjustment by notifying Lessee in writing that it has waived its right to any indemnity payment that would otherwise be payable by Lessee pursuant to this Schedule 19.2 in respect of such adjustment and with respect to any other amount for which a successful contest is foreclosed because of such failure to contest (if such failure adversely affects a contest in any material respect) or to permit a contest. If Lessor fails to contest or to permit a contest hereunder, Lessor will not be required to pay over to Lessee any amount representing tax benefits which result from an Inclusion as to which Lessor has been deemed to have waived its right to any indemnity payment hereunder.

Failure to Contest. Notwithstanding anything to the contrary contained in this Article 5 6 and subject to the exclusion contained in Section 2.2(i), Section 3.4(i) and Section 3.4(i4.2(c), Lessor may at any time decline to take any further action with respect to a proposed adjustment by notifying Lessee in writing that it has waived its right to any indemnity payment that would otherwise be payable by Lessee pursuant to this Schedule 19.2 in respect of such adjustment and with respect to any other amount for which a successful contest is foreclosed because of such failure to contest (if such failure adversely affects a contest in any material respect) or to permit a contest. If Lessor fails to contest or to permit a contest hereunder, Lessor will not be required to pay over to Lessee any amount representing tax benefits which result from an Inclusion or Loss as to which Lessor has been deemed to have waived its right to any indemnity payment hereunder.