Common use of Right of Contest Clause in Contracts

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord’s name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant’s contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheld.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord’s 's name. In addition to, and without limiting, Landlord’s 's obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-'s attorney- in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s 's behalf to the full extent Landlord could and in Landlord’s 's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ ' fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s 's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s 's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant’s 's contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s 's right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s 's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s 's consent, not to be unreasonably withheld.

Right of Contest. Notwithstanding anything to the contrary in this LeaseAgreement, Tenant Franchisee shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition Tax or Fee imposed by Law; or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; , or the validity or merit of any claim against which Tenant Franchisee is required to Indemnify Landlord under this LeaseAgreement. Tenant Franchisee shall give Landlord written notice thereof prior to the commencement of any such contest, which shall be at least thirty (30) days notice prior to delinquency. Franchisee may defer payment of the contested Imposition Tax or Fee or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or subject Landlord to any material risk of criminal liabilityliability and provided Franchisee protects Landlord, on demand, by a good and sufficient surety bond against such tax, levy assessment, rate or government charge and from any costs, liability or damage arising out of such contest. Landlord shall not be required to join in any such contest proceedings or proceeding unless a Law shall require that such proceedings be brought in the name of the Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant Franchisee so as to permit such proceedings proceeding to be brought in Landlord’s 's name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant Franchisee shall pay all reasonable costs and expenses expense (including reasonable attorneys’ ' fees) incident to such proceedings. Tenant Franchisee shall Indemnify Hold Harmless Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentationcontest. Tenant Franchisee shall be entitled to any refund of any Imposition Tax or Fee (and penalties and interest paid by TenantFranchisee) based upon Tenant’s Franchisee's prior overpayment of such Imposition, whether such refund is made during Tax or after the TermFee. Upon termination of Tenant’s Franchisee's contest of an Impositiona Tax or Fee, Tenant Franchisee shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such ImpositionTax or Fee. Upon final termination determination of Tenant’s Franchisee's contest of a Lawlaw, Tenant Franchisee shall comply with such final determination. Landlord Nothing shall not enter any objection prevent the City, as a governmental unit, the right to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings intervene in matters involving a Tax or which may affect Impositions a Fee levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheldas a governmental unit.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contestMortgagor, at its sole cost and expense, by appropriate legal proceedings diligently conducted may, in good faith, contest, by proper legal actions or proceedings, the validity of any Legal Requirement or the application thereof to Mortgagor or the Mortgaged Property, or the validity or amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application claims of any Law mechanics, laborers, subcontractors, contractors or materialmen (hereinafter referred to as "CONTRACTOR'S Claims"). During the Premises; or the validity or merit pendency of any claim against which Tenant is required such action or proceeding, compliance with such contested Legal Requirement or payment of such contested Imposition or payment of such contested Contractor's Claim may be deferred provided that, in each case, at the time of the commencement of any such action or proceeding and during the pendency of such action or proceeding: (a) no Event of Default shall exist hereunder and no other event shall have occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, (b) adequate reserves with respect thereto are maintained on Mortgagor's books in accordance with generally accepted accounting principles and the applicable provisions of the Loan Agreement, (c) and such contest operates to Indemnify Landlord under this Lease. Tenant may defer payment suspend enforcement of compliance with the contested Legal Requirement or collection of the contested Imposition or compliance collection or enforcement of such contested Contractor's Claim and such contest is maintained and prosecuted continuously and with diligence, and (d) during such contest Mortgagor shall post with Mortgagee cash or a bond in an amount determined by Mortgagee from a company and in form and content acceptable to Mortgagee and provide such other security satisfactory to Mortgagee assuring the discharge of Mortgagor's such contested Law Imposition or performance Contractor's Claim and of any other contested obligation pending the outcome of interest charge, cost, penalty or expense arising from such contest. Notwithstanding any such reserves or the furnishing of any bond or other security, provided that such deferral does not subject the Premises to Mortgagor promptly shall comply with any material risk of imminent forfeiture contested Legal Requirement or Landlord to shall pay any material risk of criminal liability. Landlord contested Imposition or Contractor's Claim, and compliance therewith or payment thereof shall not be required to join deferred, if, at any time, the Mortgaged Property or any portion thereof shall be, in Mortgagee's reasonable judgment, in danger of being forfeited or lost by reason of any such contest proceedings unless a Law or Mortgagor's non-compliance with any such Legal Requirement or non-payment of any such Imposition or Contractor's Claim. If such action or proceeding is terminated or discontinued adversely to Mortgagor, Mortgagor, upon demand, shall require that such proceedings be brought in the name of Landlord or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as deliver to permit such proceedings Mortgagee evidence satisfactory to be brought in Landlord’s name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and steadMortgagee, in any its sole discretion, of Mortgagor's compliance with such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment contested Legal Requirement or payment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant’s contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any contested Imposition or Contractor's Claim, as the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheldcase may be.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contestMortgagor, at its sole cost and expense, by appropriate legal proceedings diligently conducted may, in good faith, contest, by proper legal actions or proceedings, the validity of any Legal Requirement or the application thereof to Mortgagor or the Secured Property, or the validity or amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxes; the validity of any Law or the application claims of any Law to mechanics, laborers, subcontractors, contractors or materialmen ("Contractor's Claims"). During the Premises; or the validity or merit pendency of any claim against which Tenant is required such action or proceeding, compliance with such contested Legal Requirement or payment of such contested Imposition or payment of such contested Contractor's Claim may be deferred provided that, in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (a) no Event of Default shall exist hereunder and no other event shall have occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, (b) adequate reserves with respect thereto are maintained on Mortgagor's books in accordance with GAAP (as defined in the Loan Agreement) and the applicable provisions of the Loan Agreement, (c) such contest operates to Indemnify Landlord under this Lease. Tenant may defer payment suspend enforcement of compliance with the contested Legal Requirement or collection of the contested Imposition or compliance with the contested Law collection or performance of any other contested obligation pending the outcome enforcement of such contestcontested Contractor's Claim, provided that (d) during the pendency of such deferral does not subject action or proceeding, Mortgagor is able to make full use and benefit of the Premises to Secured Property and (e) such contest is maintained and prosecuted continuously and with diligence, notwithstanding any material risk of imminent forfeiture such reserves, Mortgagor promptly shall comply with any contested Legal Requirement or Landlord to shall pay any material risk of criminal liability. Landlord contested Imposition or Contractor's Claim, and compliance therewith or payment thereof shall not be required to join deferred, if, at any time, the Secured Property or any portion thereof shall be, in Mortgagee's judgment, in danger of being forfeited or lost by reason of any such contest proceedings unless or Mortgagor's non-compliance with any such Legal Requirement or non-payment of any such Imposition or Contractor's Claim and such claim has or could foreseeably have a Law shall require that such proceedings be brought Material Adverse Effect (as defined in the name of Landlord Loan Agreement) on the Borrower and its Subsidiaries (as defined in the Loan Agreement) taken as one enterprise. If such action or any owner of the Fee Estate. In such caseproceeding is terminated or discontinued adversely to Mortgagor, Landlord Mortgagor, upon demand, shall cooperate with Tenant so as deliver to permit such proceedings Mortgagee evidence satisfactory to be brought in Landlord’s name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and steadMortgagee, in any its reasonable discretion, of Mortgagor's compliance with such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment contested Legal Requirement or payment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant’s contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any contested Imposition or Contractor's Claim, as the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheldcase may be.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; any Impositions assessed against Tenant's Work or Tenant's Property (but not Impositions upon the valuationShoreside Complex, assessment or reassessment (whether proposed or final) of the Premises for purposes of real estate taxesright to contest which shall belong exclusively to the Landlord); the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Imposition Prohibited Lien or Imposition, or compliance with the contested Law Law, or performance of any other contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. Landlord An Indemnitee shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any owner of the Fee EstateIndemnitee. In such case, Landlord the Indemnitee shall cooperate with Tenant Tenant, at Tenant's sole cost and expense, so as to permit such proceedings to be brought in Landlord’s Indemnitee's name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ fees' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contest) incident to such proceedingsproceedings as they are incurred. Tenant shall Indemnify Landlord Indemnitee against such contest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Impositioncontest. Upon final termination of Tenant’s 's contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheld.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; Premises or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this LeaseShoreside Complex. Tenant may defer payment of the contested Imposition Imposition, Prohibited Lien or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 10.1 hereof. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any as owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord’s 's name. In addition to, and without limiting, Landlord’s 's obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s 's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s 's behalf to the full extent Landlord could and in Landlord’s 's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys’ ' fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest and against any liability arising from representations and warranties set forth in any such documentationcontest. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s 's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s 's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant’s 's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City Article. Provided no Event of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of ShreveportDefault has occurred, Tenant’s 's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s 's consent, not to be unreasonably withheld.