Good Faith Contest Clause Samples
The Good Faith Contest clause establishes the right of a party to dispute or challenge a claim, demand, or obligation in a sincere and honest manner without being considered in default or breach of contract. In practice, this means that if a party genuinely believes a claim is invalid or incorrect, they may withhold payment or performance while the dispute is resolved, provided they are acting without intent to deceive or delay. This clause ensures that parties are protected from negative consequences while they resolve legitimate disagreements, promoting fairness and preventing abuse of contractual remedies during honest disputes.
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Good Faith Contest. (A) The Contractor shall be permitted to, in good faith, contest the amount of any Commonwealth of Pennsylvania, City or School District tax or taxes or other indebtedness owed to the Commonwealth of Pennsylvania, the City or the School District.
(B) The Contractor shall diligently and expeditiously proceed to resolve the matter with the City, or the Commonwealth of Pennsylvania, as the case may be, in order to reach a satisfactory settlement agreement or payment plan with the City, or the Commonwealth of Pennsylvania, as the case may be.
(C) The Contractor shall expeditiously pay all uncontested obligations.
Good Faith Contest. Notwithstanding the above, Tenant may in good faith contest any mechanics, laborers’, materialmen’s or other liens filed or established against the Leased Premises, and in such event may permit the items so contested to remain undischarged and unsatisfied during the period of such contest and any appeal therefrom. Upon such circumstances, Landlord shall not have the rights set out in Section 12.A., above, unless by nonpayment of any such items the interest of Landlord will be materially and imminently endangered or the Leased Premises or any part thereof will be subject to imminent material loss or forfeiture, in which event Tenant shall promptly pay and cause to be satisfied and discharged all such unpaid items or secure such payment by posting a bond, in form reasonably satisfactory to Landlord, with the Landlord. Landlord will cooperate fully with the Tenant in any such contest provided that Tenant shall fully and promptly reimburse Landlord for all reasonable costs incurred by Landlord in that regard. Tenant shall hold Landlord whole and harmless from any loss, cost or expenses Landlord may reasonably incur related to any such contest.
Good Faith Contest. (i) an application for any of the orders described in clause (u) or (v) above shall be made by a Loan Party or any such application shall be made by a Person other than the Loan Parties and such application is not contested by the Loan Parties in good faith or the relief requested is not withdrawn, dismissed or denied within forty-five (45) days after the filing or (ii) any Person obtains an order under Section 506(c) of the Bankruptcy Code against the Administrative Agent or the Lenders, other than the DIP Financing Orders in respect of the Carve Out.
Good Faith Contest. (1) The ESCO shall be permitted to, in good faith, contest the amount of any Commonwealth of Pennsylvania, City or School District tax or taxes or other indebtedness owed to the Commonwealth of Pennsylvania, the City or the School District.
(2) The ESCO shall diligently and expeditiously proceed to resolve the matter with the City, or the Commonwealth of Pennsylvania, as the case may be, in order to reach a satisfactory settlement agreement or payment plan with the City, or the Commonwealth of Pennsylvania, as the case may be.
(3) The ESCO shall expeditiously pay all uncontested taxes and other indebtedness or obligations to the City or the Commonwealth of Pennsylvania.