Common use of Right to Contest Impositions Clause in Contracts

Right to Contest Impositions. Tenant, at its sole cost, shall have the right to contest, in accordance with the provisions of the laws relating to such contests, any Impositions, and the failure of Tenant to pay any Impositions shall not constitute a default by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceeding, Tenant shall give Landlord written notice of such contest or proceeding and shall either pay such Impositions to the applicable authority, deposit with Landlord cash in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereunder

Right to Contest Impositions. Tenant, at its sole costafter prior notice to Landlord, shall have the right to contestcontest the amount or validity, in accordance with the provisions whole or in part, of the laws relating to such contests, any ImpositionsImposition by appropriate proceedings, and the failure of Tenant to pay any Impositions shall not constitute a default by Tenant so long as Tenant complies Imposition under protest or with reservation of rights. Notwithstanding Section 3.1, and only if payment of the provisions of this Section 6.2. Prior to initiating any contest or proceedingImposition in question would bar such contest, Tenant shall give Landlord written notice may postpone such payment pending resolution of such contest or proceeding and shall either pay such Impositions to the applicable authority, deposit if (i) Tenant deposits with Landlord in cash, cash equivalents or a clean, irrevocable letter of credit in such amount form and with an issuer reasonably acceptable to Landlord, as Landlord deems to be sufficienta reserve for payment thereof, considering the amount of such ImpositionsImpositions being contested, any potential plus all fines, interest, penalties and interest thereoncosts which may become due pending the determination of such contest, in such amounts as Landlord may reasonably request from time to time, and (ii) no part of the Premises shall be in any potential expenses danger of sale or forfeiture within the next 120 days by reason of such nonpayment; provided, however, that might be incurred by Landlord with respect theretoTenant may not postpone such payment if, subject to Section 21.5, (i) postponement of such payment would violate the terms and provisions of any Institutional Fee Mortgage (and the Institutional Fee Mortgagee refuses to waive the same), or furnish good (ii) Tenant does not comply with the terms and sufficient undertakings conditions of such Institutional Fee Mortgage, relating to such postponement (but Tenant will not be obligated to deposit sums for the same obligations with both Landlord and sureties designating Landlord as an Institutional Fee Mortgagee). Upon the beneficiary termination of such proceedings, or if the Premises at any time become in danger of sale or forfeiture by reason thereof in such amount as Landlord deems to be sufficientwithin the next 120 days, considering Tenant shall pay the amount of such ImpositionsImposition or part thereof, the payment of which may have been deferred during the prosecution of such proceedings, together with any potential costs, fees, interest, penalties and interest thereonor other liabilities in connection therewith. Without limiting the foregoing, and Tenant shall have the right to apply for a reduction in the assessed valuation of the Premises or for an abatement of or exemption from any potential expenses that might be incurred by Landlord with respect theretoImposition, for any fiscal or tax year during any part of which the Term of this Lease is in effect. Landlord shall not be required to shall, at Tenant's request, join in any proceeding such proceedings or contest brought by Tenant unless permitting the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest same to be brought in its name as long as if required by law. Landlord shall not be subjected to any liability for the payment of any costs or expenses in connection with any such proceedings unless Landlord intervenes and takes an affirmative part therein (but Tenant shall be entitled to control such proceedings), and Tenant shall indemnify and save harmless Landlord from any such costs or expenses, except in the case of such intervention. If Tenant has not commenced such a proceeding for a particular period or Imposition within a reasonable time prior to the last date on which such a proceeding may be commenced, and fails to commence the same within thirty (30) days after notice from Landlord referring to this Section, Landlord shall have the right to commence, maintain and control, at Landlord's sole cost and expense, such a proceeding (a "Landlord Proceeding") for such period or Imposition. Any refund or rebate of any Impositions and interest or penalties thereon shall belong to Landlord except to the extent it is not required based on a payment made by Tenant or to bear any cost. a payment made by Landlord to the extent Landlord has been reimbursed therefor by Tenant, on final determination in which case it shall belong to Tenant, notwithstanding the expiration or sooner termination of this Lease. Any refund or rebate so belonging to either party and received by the proceeding or contest, other party shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest be deemed trust funds and penalties incidental as such are to be received by the recipient party in trust and forthwith paid to the decision other party, in accordance with this Article. Each party agrees, promptly upon request by the other party, to execute and deliver any receipt which may be necessary to effectuate the provisions of this Section. If any such refund or judgment rebate is subject to apportionment between Landlord and Tenant as hereinabove provided, all costs and expenses (including experts and attorneys' fees and disbursements) incurred by Tenant, or by Landlord in the case of a Landlord Proceeding, in connection with obtaining such refund or rebate shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereunderfirst be deducted from the amount thereof.

Right to Contest Impositions. Tenant, at its sole cost, shall have To the right to contest, in accordance extent not inconsistent with the provisions of Section 6.04 of the laws relating Credit Agreement, the Mortgagor at its expense may, after prior notice to the Mortgagee, contest by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, and may withhold payment of the same pending such contestsproceedings if permitted by law, so long as (i) in the case of any ImpositionsImpositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, such proceedings shall suspend the Mortgage collection thereof from the Mortgage Estate, (ii) neither the Mortgage Estate nor any part thereof or interest therein will be sold, forfeited or lost if the Mortgagor pays the amount or satisfies the condition being contested, and the Mortgagor would have the opportunity to do so, in the event of the Mortgagor's failure to prevail in the contest, (iii) neither the Mortgagee nor any of Tenant to pay any Impositions shall not constitute a default the Lenders would, by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceeding, Tenant shall give Landlord written notice virtue of such contest permitted contest, be exposed to any risk of any civil liability for which the Mortgagor has not furnished additional security as provided in clause (iv) below, or to any risk of criminal liability, and neither the Mortgage Estate nor any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished additional security as provided in clause (iv) below, as a result of the failure to comply with such law or of such proceeding and (iv) the Mortgagor shall either pay such Impositions have furnished to the applicable authority, deposit with Landlord cash Mortgagee additional security in respect of the claim being contested or the loss or damage that may result from the Mortgagor's failure to prevail in such contest in such amount as Landlord deems may be reasonably requested by the Mortgagee[, but only to be sufficient, considering the amount of extent that such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto. Landlord shall not be required to join in any proceeding claim or contest brought by Tenant unless the provisions of any law require that the proceeding and all other then-current claims or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereundercontests involve an aggregate amount greater than $_______].

Right to Contest Impositions. TenantNotwithstanding anything to the contrary contained in this section 3, at its sole cost, the Mortgagor shall have the right to protest and/or contest any Imposition imposed upon the Mortgaged Property or any part thereof, PROVIDED THAT AND SO LONG AS (1) the same is done by the Mortgagor upon prior written notice to the Collateral Agent and at the Mortgagor's sole cost and expense and with due diligence and continuity so as to resolve such protest and/or contest as promptly as possible; (2) neither the Mortgaged Property nor any part thereof is or will be in immediate danger of being forfeited or lost by reason of such protest or contest; (3) if required by the Collateral Agent, the Mortgagor shall establish a reserve or other security with the Collateral Agent in an amount and in form and substance satisfactory to the Collateral Agent for application to the cost of curing or removing the same from record pursuant to clause (4) below; (4) in any event, each such contest shall be concluded and the tax assessment, penalties, interest and costs shall be paid prior to the date such judgment becomes final or any writ or order is issued under which the Mortgaged Property may be sold pursuant to such judgment; and (5) the Mortgagor agrees in writing to indemnify and hold harmless the Collateral Agent and the Secured Creditors from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or arising out of such protest and/or contest. Pending the determination of any such protest or contest, in accordance with the provisions of the laws relating to such contests, any Impositions, and the failure of Tenant Mortgagor shall not be obligated to pay any Impositions shall not constitute a default by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceeding, Tenant shall give Landlord written notice such Imposition unless nonpayment of such contest Imposition will subject the Mortgaged Property or proceeding and shall either pay such Impositions any part thereof to sale or other liability or forfeit by reason of non-payment. In addition, to the applicable authorityextent that the same may be permitted by law, deposit with Landlord cash the Mortgagor shall have the right to apply for the conversion of any Imposition to make the same payable in such amount as Landlord deems to be sufficient, considering the amount annual installments over a period of such Impositions, any potential penalties and interest thereonyears, and any potential expenses that might upon such conversion the Mortgagor shall be incurred obligated only to pay and discharge said periodic installments as required by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions of any law require that the proceeding or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereundersection 3.

Right to Contest Impositions. Tenant, at its sole cost, shall have To the right to contest, in accordance extent not inconsistent with the any applicable provisions of the laws relating Credit Agreement, the Mortgagor at its expense may, after prior notice to the Mortgagee, contest by appropriate legal, administrative or other proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any Imposition or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, and may withhold payment of the same pending such contestsproceedings if permitted by law, so long as (i) in the case of any ImpositionsImpositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien thereof, such proceedings shall suspend the collection thereof from the Mortgage Estate, (ii) neither the Mortgage Estate nor any part thereof or interest therein will be sold, forfeited or lost if the Mortgagor pays the amount or satisfies the condition being contested, and the Mortgagor would have the opportunity to do so, in the event of the Mortgagor's failure to prevail in the contest, (iii) neither the Mortgagee nor any of Tenant to pay any Impositions shall not constitute a default the Agents or the Lenders would, by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceeding, Tenant shall give Landlord written notice virtue of such contest permitted contest, be exposed to any risk of any civil liability for which the Mortgagor has not furnished additional security as provided in clause (iv) below, or to any risk of criminal liability, and neither the Mortgage Estate nor any interest therein would be subject to the imposition of any lien for which the Mortgagor has not furnished additional security as provided in clause (iv) below, as a result of the failure to comply with such law or of such proceeding and (iv) the Mortgagor shall either pay such Impositions have furnished to the applicable authority, deposit with Landlord cash Mortgagee additional security in respect of the claim being contested or the loss or damage that may result from the Mortgagor's failure to prevail in such contest in such amount as Landlord deems may be reasonably requested by the Mortgagee, but only to be sufficient, considering the amount of extent that such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto. Landlord shall not be required to join in any proceeding claim or contest brought by Tenant unless the provisions of any law require that the proceeding and all other then-current claims or contest be brought by or in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereundercontests involve an aggregate amount greater than $[_______].

Right to Contest Impositions. Landlord agrees to notify Tenant of any Impositions as soon as possible so as to enable Tenant, if it so elects, to contest the validity, amount, propriety, or accuracy of any Imposition in a timely manner. If Tenant desires to contest the validity, amount, propriety, or accuracy of any Imposition, Tenant shall notify Landlord of same which notice shall state the nature of the Imposition being contested and the grounds for such contest. Tenant shall have the right, at its sole costown expense, shall have to contest the right to contestamount, propriety, accuracy, or validity, in accordance with whole or in part, of any Imposition by appropriate proceedings diligently conducted in good faith, but only after payment of such Imposition, unless non-payment would not cause a lien to be filed against title to the Demised Premises or would otherwise jeopardize title to the Demised Premises or Tenant's leasehold interest therein; in which event, notwithstanding the provisions of Section 4.1 hereof, Tenant may postpone or defer payment of such Imposition. Upon the laws relating to termination of any such contests, any Impositions, and the failure of Tenant to pay any Impositions shall not constitute a default by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceedingproceedings, Tenant shall give Landlord written notice of such contest or proceeding and shall either pay such Impositions to the applicable authority, deposit with Landlord cash in such amount as Landlord deems to be sufficient, considering the amount of such ImpositionsImposition or part thereof, if any, as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings, together with any potential penalties costs, fees, including attorney's fees, interest, penalties, fines and other liability in connection therewith. Tenant shall be entitled to the refund of any Imposition, penalty, fine and interest thereon, and any potential expenses that might be incurred thereon received by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems that are paid directly to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred Tenant which have been paid by Tenant or which have been paid by Landlord with respect theretobut for which Landlord has been previously reimbursed in full by Tenant. Landlord shall not be required to join in any proceeding or contest brought by Tenant proceedings referred to in this Section 4.2 unless the provisions of any law law, rule or regulation at the time in effect shall require that the proceeding or contest be such proceedings by brought by or in the name of Landlord or any owner of the Premises. In that caseLandlord, in which event Landlord shall join in the proceeding or contest such proceedings or permit such proceeding or contest the same to be brought in its Landlord's name as long upon compliance with such conditions as Landlord is may reasonably require. Landlord shall not required ultimately be subject to bear any costliability for the payment of any fees, including attorney's fees, costs and expenses in connection with such proceedings. TenantTenant agrees to pay all such fees (including reasonable attorney's fees), costs and expenses or, on final determination of the proceeding or contestdemand, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and make reimbursement to Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereundersuch payment.

Right to Contest Impositions. TenantNotwithstanding anything to the contrary contained in this section 3, at its sole cost, the Mortgagor shall have the right to protest and/or contest any Imposition imposed upon the Mortgaged Property or any part thereof, PROVIDED THAT AND SO LONG AS (1) the same is done by the Mortgagor upon prior written notice to the Collateral Agent and at the Mortgagor's sole cost and expense and with due diligence and continuity so as to resolve such protest and/or contest as promptly as possible; (2) neither the Mortgaged Property nor any part thereof is or will be in immediate danger of being forfeited or lost by reason of such protest or contest; (3) if required by the Collateral Agent, the Mortgagor shall establish a reserve or other security with the Collateral Agent in an amount and in form and substance satisfactory to the Collateral Agent for application to the cost of curing or removing the same from record pursuant to clause (4) below; (4) in any event, each such contest shall be concluded and the tax assessment, penalties, interest and costs shall be paid prior to the date such judgment becomes final or any writ or order is issued under which the Mortgaged Property may be sold pursuant to such judgment; and (5) the Mortgagor agrees in writing to indemnify and hold harmless the Collateral Agent and the Secured Creditors from and against any and all expenses, claims, demands, obligations, liabilities, suits, actions and penalties upon or arising out of such protest and/or contest. Pending the determination of any such protest or contest, in accordance with the provisions of the laws relating to such contests, any Impositions, and the failure of Tenant Mortgagor shall not be obligated to pay any Impositions shall not constitute a default by Tenant so long as Tenant complies with the provisions of this Section 6.2. Prior to initiating any contest or proceeding, Tenant shall give Landlord written notice such Imposition unless nonpayment of such contest Imposition will subject the Mortgaged Property or proceeding and shall either pay such Impositions any part thereof to sale or other liability or forfeit by reason of non-payment. In addition, to the applicable authorityextent that the same may be permitted by law, deposit with Landlord cash in such amount as Landlord deems the Mortgagor shall have the right to be sufficient, considering apply for the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect thereto. Landlord shall not be required to join in any proceeding or contest brought by Tenant unless the provisions conversion of any law require that Imposition to make the proceeding or contest be brought by or same payable in the name of Landlord or any owner of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereunderannual

Right to Contest Impositions. TenantTenant may, at its sole cost, shall have the right to contestany time, in accordance with good faith and upon reasonable grounds, dispute or contest the provisions validity of the laws relating to such contestswhole or any part of any Impositions or penalties and claims with respect thereto, upon the Leased Premises and any Impositionsimprovements, buildings, Trade Fixtures or Personal Property located thereon, defend against the same, and may in good faith diligently conduct any necessary proceedings to prevent and avoid the failure same. Tenant shall not, in the event of Tenant and during the bona fide and diligent prosecution of such proceeding, be taken to pay any Impositions shall not constitute a be in default by Tenant in respect to the subject matter of such proceeding so long as Tenant complies with the provisions of this Section 6.2Section. Prior Tenant further agrees that any such contest shall be prosecuted to initiating a final conclusion as speedily as is reasonably possible. Landlord agrees to render to Tenant any contest and all reasonable assistance, at no cost to Tenant, in contesting the validity or proceedingamount of any Impositions, including (if required) joining in the signing of any protests or pleadings which Tenant may reasonably deem advisable to file. During any such contest, Tenant shall give Landlord written notice (by payment or bonding of such contest or proceeding and shall either pay such Impositions to the applicable authority, deposit with Landlord cash in such amount as Landlord deems to be sufficient, considering the amount of such disputed Impositions, if necessary): prevent any potential penalties foreclosure of, or any divesting thereby of Landlord's interest in the Leased Premises; prevent the public sale or foreclosure of any lien for any Impositions; and interest thereon, and take whatever action is necessary to prevent Landlord from incurring or being exposed to any potential expenses that might be incurred by Landlord criminal or civil liability with respect thereto, or furnish good and sufficient undertakings and sureties designating Landlord as the beneficiary thereof in such amount as Landlord deems to be sufficient, considering the amount any Impositions. Tenant agrees to pay any final judgment rendered against it by a court of such Impositions, any potential penalties and interest thereon, and any potential expenses that might be incurred by Landlord with respect theretocompetent jurisdiction. Landlord shall not be required to join in promptly reimburse Tenant for any proceeding or contest brought such payment made by Tenant unless for Impositions attributable to the provisions of any law require that Leased Premises which are the proceeding or contest be brought by or in the name responsibility of Landlord or hereunder, including any owner payments applicable to any period subsequent to termination of the Premises. In that case, Landlord shall join in the proceeding or contest or permit such proceeding or contest to be brought in its name as long as Landlord is not required to bear any cost. Tenant, on final determination of the proceeding or contest, shall promptly pay or discharge any decision or judgment rendered, together with all costs, charges, interest and penalties incidental to the decision or judgment and Landlord shall make available to Tenant any funds provided by Tenant pursuant to this Section 6.2 as security for Tenant’s performance hereunderLease.