Common use of Landlord Compliance with Law; Permitted Landlord Contests Clause in Contracts

Landlord Compliance with Law; Permitted Landlord Contests. Subject to Section 11.1 hereof, Landlord shall comply with all Applicable Legal Requirements relating to Landlord except where (i) Tenant is contesting such Applicable Legal Requirements in accordance with a Permitted Tenant Contest, or (ii) such failure to do so results from a Tenant Event of Default. For purposes hereof, “Permitted Landlord Contest” means (but subject to Section 11.1) a Landlord contest of (A) an Applicable Legal Requirement, or (B) a Lien on Landlord’s right, title or interest in this Lease, in either case in good faith and at its own expense by appropriate proceedings which shall operate to prevent the immediate application of such Applicable Legal Requirements or Lien and the sale, foreclosure or forfeiture of the Leased Property or the Landlord’s interest in this Lease or Tenant’s leasehold estate therein or hereunder or Tenant’s use or operation of the Leased Property, or any part thereof, and Landlord shall have furnished any security as may be required in the applicable proceeding and in accordance with the remainder of this subsection (e). In no event shall any Permitted Landlord Contest be undertaken in violation of Article XI. Further, in no event shall the manner in which Landlord pursues any such contest exacerbate in any material respect the risk to Tenant of civil or criminal liability, penalty or sanction, in addition to such risks as may exist for the matters that are the subject of such contest prior to such contest, and except for liabilities, penalties or sanctions for which Landlord may, and in fact does, post a bond. Further, the manner in which Landlord pursues any such contest shall not exacerbate in any material respect the risk to Tenant of defeasance of its interest in the Leased Property or impair its use or operation thereof in addition to the risk of such defeasance or impairment as may exist for the matters that are the subject of such contest prior to such contest and except for such risk which Landlord may, and in fact does, bond around. Landlord shall use commercially reasonable efforts to diligently prosecute any such contest to a final conclusion, except that Landlord shall have the right to attempt to settle or compromise such contest through negotiations and to discontinue any such contest at any time. Landlord shall promptly after the final determination of such contest, fully pay any amounts determined to be payable thereon or fully perform any obligations to be performed thereon, together will all penalties, fines, interest, costs and expenses resulting from such contest. Landlord shall prosecute any such Permitted Landlord Contest at no cost or expense to Tenant other than de minimis costs and expenses. Upon reasonable request of Tenant at any time or from time-to-time, Landlord shall provide a written report to Landlord regarding the status of any such contests.

Landlord Compliance with Law; Permitted Landlord Contests. Subject to Section 11.1 hereof, Landlord shall comply with all Applicable Legal Requirements relating to Landlord except where (i) Tenant is contesting such Applicable Legal Requirements in accordance with a Permitted Tenant Contest, or (ii) such failure to do so results from a Tenant Event of Default. For purposes hereof, ““ Permitted Landlord ContestContest ” means (but subject to Section 11.111.1 ) a Landlord contest of (A) an Applicable Legal Requirement, or (B) a Lien on Landlord’s right, title or interest in this Lease, in either case in good faith and at its own expense by appropriate proceedings which shall operate to prevent the immediate application of such Applicable Legal Requirements or Lien and the sale, foreclosure or forfeiture of the Leased Property or the Landlord’s interest in this Lease or Tenant’s leasehold estate therein or hereunder or Tenant’s use or operation of the Leased Property, or any part thereof, and Landlord shall have furnished any security as may be required in the applicable proceeding and in accordance with the remainder of this subsection (e)) . In no event shall any Permitted Landlord Contest be undertaken in violation of Article XIXI . Further, in no event shall the manner in which Landlord pursues any such contest exacerbate in any material respect the risk to Tenant of civil or criminal liability, penalty or sanction, in addition to such risks as may exist for the matters that are the subject of such contest prior to such contest, and except for liabilities, penalties or sanctions for which Landlord may, and in fact does, post a bond. Further, the manner in which Landlord pursues any such contest shall not exacerbate in any material respect the risk to Tenant of defeasance of its interest in the Leased Property or impair its use or operation thereof in addition to the risk of such defeasance or impairment as may exist for the matters that are the subject of such contest prior to such contest and except for such risk which Landlord may, and in fact does, bond around. Landlord shall use commercially reasonable efforts to diligently prosecute any such contest to a final conclusion, except that Landlord shall have the right to attempt to settle or compromise such contest through negotiations and to discontinue any such contest at any time. Landlord shall promptly after the final determination of such contest, fully pay any amounts determined to be payable thereon or fully perform any obligations to be performed thereon, together will all penalties, fines, interest, costs and expenses resulting from such contest. Landlord shall prosecute any such Permitted Landlord Contest at no cost or expense to Tenant other than de minimis costs and expenses. Upon reasonable request of Tenant at any time or from time-to-time, Landlord shall provide a written report to Landlord regarding the status of any such contests.