Common use of Lessee’s Right to Contest Clause in Contracts

Lessee’s Right to Contest. Lessee may contest the legal validity or amount of any Taxes or Impositions for which Lessee is responsible under this Lease, and may institute such proceedings as Lessee considers necessary. If Lessee contests any such Tax or Impositions, Lessee, to the extent permitted by applicable law, may withhold or defer payment or pay under protest; provided, however, that in no event shall Lessee permit the Premises, the Parking Tract, the Improvements or Lessee's leasehold estate to be forfeited to the taxing authority. Prior to the date any contested Taxes or Imposition shall become due, Lessee shall advise Lessor in writing that Lessee intends to contest the same. Lessee shall, immediately upon the request of Lessor and then only if Lessee is not required to deposit the same pursuant to the terms of any then outstanding Mortgage (hereinafter defined), deposit with Lessor or, at the election of Lessee, a bank or trust company having its principal place of business in Texas, selected by Lessee and reasonably satisfactory to Lessor, an amount sufficient to pay such contested item, together with any interest and penalties thereon and the estimated fees and expenses of the trustee holding such funds, which amount shall be applied to the payment of such Taxes or Impositions when the amount thereof shall be finally determined. Lessee shall provide Lessor notice if Lessee is obligated to make such deposit pursuant to the terms of any outstanding Mortgage and shall provide reasonable evidence that such deposit has been made when required. In lieu of such cash deposit, Lessee may deliver to Lessor a surety company bond in form and substance and issued by a company satisfactory to Lessor, or other security reasonably satisfactory to Lessor. Lessor may pay directly to the taxing authority or direct the application of amounts so deposited or so much thereof as may be required to pay any unpaid Taxes or Impositions, together with penalties and interest thereon, for the benefit of Lessee if Lessee is not in good faith pursuing a protest of such Taxes or Impositions or to prevent the sale of the Premises, the Parking Tract, the Improvements, or Lessee's leasehold estate by applicable taxing authorities as a consequence of Lessee's failure to pay Taxes accruing during the Term. Notwithstanding the foregoing, if Lessee is required by the taxing authority to post sufficient bond or indemnity with the taxing authority to pay such Taxes or Impositions, then Lessee shall not be required to make any such deposit with Lessor. If Lessor pays all or any portion of such Taxes or Impositions, Lessee shall immediately pay to Lessor, as Additional Rent hereunder, the amount so paid by Lessor, together with interest thereon from the date paid by Lessor until repaid by Lessee at the per annum rate (the "Default Rate") equal to the lesser of (x) the maximum non‑usurious rate permitted by Texas law, or (y) the prime rate announced from time to time by _______________________, its successors or assigns, plus five percent (5%).

Lessee’s Right to Contest. Upon request of Lessee, Lessor shall promptly send to Lessee copies of all notices of changes in assessment of the Premises or any portion thereof. Lessor, in its discretion (and without any obligation so to do), may contest timely protest the legal validity or amount of any assessment or the amount of any Real Property Taxes, and Lessor shall credit to Lessee any refund or rebate of Real Property Taxes received by Lessor (net of Lessor's expenses in connection with the prosecution of any such protest) attributable to Real Property Taxes previously paid by Lessee as an item of Operating Expense. If, thirty (30) days after the written request of Lessee to do so, Lessor does not elect to protest the amount or Impositions for which Lessee is responsible any assessment of Real Property Taxes, then, provided no Event of Default shall then exist under this Lease, and may institute Lessee shall have the right to contest such amount by legal proceedings or in such manner as Lessee deems advisable, which proceedings or other actions taken by Lessee, if instituted, shall be conducted diligently on behalf of Lessor or any other entity entitled to legal standing to initiate such proceedings as Lessee considers necessaryor other actions. If Lessee contests Notwithstanding any such Tax or Impositions, contest by Lessee, nothing contained herein shall relieve Lessee of its obligation to pay to Lessor Operating Expenses attributable to Real Property Taxes in accordance with Section 4.2 hereof during the extent permitted by applicable lawpendency of such contest or proceeding. Lessor shall cooperate with Lessee in any such proceedings or other actions as may reasonably be required to enable Lessee to prosecute the same effectively, may withhold or defer payment or pay under protest; provided, however, that in no event shall Lessee permit the Premises, the Parking Tract, the Improvements or Lessee's leasehold estate to be forfeited to the taxing authority. Prior to the date any contested Taxes or Imposition shall become due, Lessee shall advise as long as Lessor in writing that Lessee intends to contest the same. Lessee shall, immediately upon the request of Lessor and then only if Lessee is not required to deposit bear any cost in connection therewith. If such proceedings or other actions result in a reduction in the same pursuant amount of Real Property Taxes so imposed, any refund or rebate of Real Property Taxes payable to the terms of any then outstanding Mortgage (hereinafter defined), deposit with Lessor or, at the election of Lessee, a bank or trust company having its principal place of business in Texas, selected and attributable to amounts previously paid by Lessee and reasonably satisfactory to Lessor, as an amount sufficient to pay such contested item, together with any interest and penalties thereon and the estimated fees and expenses item of the trustee holding such funds, which amount Operating Expense shall be applied paid to the payment of such Taxes or Impositions when the amount thereof shall be finally determined. Lessee shall provide Lessor notice if Lessee is obligated to make such deposit pursuant to the terms of any outstanding Mortgage and shall provide reasonable evidence that such deposit has been made when required. In lieu of such cash deposit, Lessee may deliver to Lessor a surety company bond in form and substance and issued by a company satisfactory to Lessor, or other security reasonably satisfactory to Lessor. Lessor may pay directly to the taxing authority or direct the application of amounts so deposited or so much thereof as may be required to pay any unpaid Taxes or Impositions, together with penalties and interest thereon, for the benefit of Lessee if Lessee is not in good faith pursuing a protest of such Taxes or Impositions or to prevent the sale of the Premises, the Parking Tract, the Improvements, or Lessee's leasehold estate by applicable taxing authorities as a consequence of Lessee's failure to pay Taxes accruing during the Term. Notwithstanding the foregoing, if Lessee is required by the taxing authority to post sufficient bond or indemnity with the taxing authority to pay such Taxes or Impositions, then Lessee shall not be required to make any such deposit with Lessor. If Lessor pays all or any portion of such Taxes or Impositions, Lessee shall immediately pay to Lessor, as Additional Rent hereunder, the amount so paid by Lessor, together with interest thereon from the date paid by Lessor until repaid by Lessee at the per annum rate (the "Default Rate") equal to the lesser of (x) the maximum non‑usurious rate permitted by Texas law, or (y) the prime rate announced from time to time by _______________________, its successors or assigns, plus five percent (5%).

Lessee’s Right to Contest. Unless Lessor elects to contest any Real Property Taxes, Lessee may may, upon the receipt of prior written approval of Lessor, such approval not to be unreasonably withheld, contest any Real Property Taxes against the legal validity or amount Premises and attempt to obtain a reduction in the assessed valuation of the Premises for the purpose of reducing any Taxes or Impositions for which Lessee is responsible under this Leasesuch tax assessment. In the event Lessor approves, and may institute such proceedings as Lessee considers necessary. If Lessee contests any such Tax or Impositions, Lessee, to the extent permitted by applicable law, may withhold or defer payment or pay under protest; provided, however, that in no event shall Lessee permit the Premises, the Parking Tract, the Improvements or Lessee's leasehold estate to be forfeited to the taxing authority. Prior to the date any contested Taxes or Imposition shall become due, Lessee shall advise Lessor in writing that Lessee intends to contest the same. Lessee shall, immediately upon the request of Lessor and then only if Lessee is not required to deposit the same pursuant to the terms of any then outstanding Mortgage (hereinafter defined), deposit with Lessor or, at the election of Lessee, a bank but without expense or trust company having its principal place of business in Texas, selected by Lessee and reasonably satisfactory liability to Lessor, an amount sufficient Lessor shall cooperate with Lessee and execute any document which may be reasonably necessary and proper for any proceeding related hereto. If a tax reduction is obtained, there shall be a subsequent reduction in Lessee’s total Real Property Taxes for such year, and any excess payments paid by Lessee to Lessor (if any) shall be refunded by Lessor, without interest (or at Lessor’s option, credited against Lessee’s obligations to pay Rent next coming due), when all refunds to which Lessor is entitled from the taxing authority with respect to such contested item, together with any interest and penalties thereon and the estimated fees and expenses of the trustee holding such funds, which amount shall be applied to the payment of such Taxes or Impositions when the amount thereof shall be finally determinedyear have been received by Lessor. Lessee shall provide indemnify, defend and hold harmless the Lessor notice if Parties from and against any Claims arising out of, for or in connection with (or alleged to arise out of, for or in connection with) any contest of Lessee is obligated to make such deposit pursuant to the terms of any outstanding Mortgage and shall provide reasonable evidence that such deposit has been made when requiredReal Property Taxes. In lieu of such cash depositthe event Lessor desires to contest any Real Property Taxes, Lessee may deliver agrees to cooperate with Lessor a surety company bond in form and substance and issued by a company satisfactory to Lessor, or other security reasonably satisfactory to Lessor. Lessor may pay directly to the taxing authority or direct the application of amounts so deposited or so much thereof as execute any document which may be required to pay any unpaid Taxes or Impositions, together with penalties reasonably necessary and interest thereon, proper for the benefit of Lessee if Lessee is not in good faith pursuing a protest of such Taxes or Impositions or to prevent the sale of the Premises, the Parking Tract, the Improvements, or Lessee's leasehold estate by applicable taxing authorities as a consequence of Lessee's failure to pay Taxes accruing during the Term. Notwithstanding the foregoing, if Lessee is required by the taxing authority to post sufficient bond or indemnity with the taxing authority to pay such Taxes or Impositions, then Lessee shall not be required to make any such deposit with Lessor. If Lessor pays all or any portion of such Taxes or Impositionsproceeding, Lessee shall immediately pay at no cost to Lessor, as Additional Rent hereunder, the amount so paid by Lessor, together with interest thereon from the date paid by Lessor until repaid by Lessee at the per annum rate (the "Default Rate") equal to the lesser of (x) the maximum non‑usurious rate permitted by Texas law, or (y) the prime rate announced from time to time by _______________________, its successors or assigns, plus five percent (5%)Lessee.

Lessee’s Right to Contest. Unless Lessor elects to contest any Real Property Taxes, Lessee may may, upon the receipt of prior written approval of Lessor, such approval not to be unreasonably withheld, freely contest (including seeking an abatement or reduction of) any Real Property Taxes against the legal validity or amount Premises and attempt to obtain a reduction in the assessed valuation of any Taxes or Impositions the Premises for which Lessee is responsible under this Lease, and may institute such proceedings as Lessee considers necessary. If Lessee contests the purpose of reducing any such Tax or Impositions, Lessee, to the extent permitted by applicable law, may withhold or defer payment or pay under protesttax assessment; provided, however, that Lessee may also have the right to attempt to settle or compromise such contest through negotiations so long as Lessee’s contest is relative to taxes for a single year. Lessor shall be entitled to participate in no event shall Lessee permit the Premises, the Parking Tract, the Improvements any contest or Lessee's leasehold estate negotiates intended to be forfeited to the taxing authority. Prior to the date any contested Taxes or Imposition shall become due, affect multiple tax years and Lessee shall advise not commence any such action or proceeding or reach any settlement without the prior written approval of Lessor which approval Lessor may withhold in writing that Lessee intends to contest its discretion. In the same. Lessee shallevent Lessor approves, immediately and upon the request of Lessee, but without expense or liability to Lessor (and then only if Lessee is not required to deposit the same pursuant to the terms of any then outstanding Mortgage (hereinafter definedat Lessee’s sole cost and expense), deposit Lessor shall cooperate with Lessor or, at the election of Lessee, a bank or trust company having its principal place of business in Texas, selected by Lessee and execute any document which may be reasonably satisfactory necessary and proper for any proceeding related hereto. In the event a refund of Real Property Taxes is obtained and actually paid to Lessor, Lessor shall credit an amount sufficient appropriate portion thereof (after deducting any unrecouped, out-of-pocket expenses or losses in connection with obtaining such refund) to pay the next installment(s) of Fixed Rent. If such contested item, together with any interest and penalties thereon and refund is received after the estimated fees and expenses end of the trustee holding such funds, which amount shall be applied Term and relates to the payment of such Taxes or Impositions when the amount thereof shall be finally determined. Lessee shall provide Lessor notice if Lessee is obligated to make such deposit pursuant to the terms of any outstanding Mortgage and shall provide reasonable evidence that such deposit has been made when required. In lieu of such cash deposit, Lessee may deliver to Lessor a surety company bond in form and substance and issued by a company satisfactory to Lessor, or other security reasonably satisfactory to Lessor. Lessor may pay directly to the taxing authority or direct the application of amounts so deposited or so much thereof as may be required to pay any unpaid Taxes or Impositions, together with penalties and interest thereon, for the benefit of Lessee if Lessee is not in good faith pursuing a protest of such Taxes or Impositions or to prevent the sale of the Premises, the Parking Tract, the Improvements, or Lessee's leasehold estate by applicable taxing authorities as a consequence of Lessee's failure to pay Taxes accruing periods during the Term, Lessor shall remit such refund to Lessee within thirty (30) days after receipt. Notwithstanding the foregoing, if Lessee is required by the taxing authority Any rebate applicable to post sufficient bond or indemnity with the taxing authority to pay such Taxes or Impositions, then Lessee shall not be required to make any such deposit with Lessor. If Lessor pays all or any portion of such Taxes or Impositionsthe Term shall belong to Lessee. In the event Lessor desires to contest any Real Property Taxes, Lessee agrees to cooperate with Lessor and execute any document which may be reasonably necessary and proper for any such proceeding, at no cost to Lessee. This provision shall immediately pay to Lessor, as Additional Rent hereunder, survive the amount so paid by Lessor, together with interest thereon from the date paid by Lessor until repaid by Lessee at the per annum rate (the "Default Rate") equal to the lesser expiration or other termination of (x) the maximum non‑usurious rate permitted by Texas law, or (y) the prime rate announced from time to time by _______________________, its successors or assigns, plus five percent (5%)this Lease.