Right to Contest Taxes Sample Clauses
The Right to Contest Taxes clause grants a party the ability to challenge or dispute tax assessments, liabilities, or related charges imposed in connection with the agreement. Typically, this clause allows the party to withhold payment of contested taxes while pursuing administrative or legal remedies, provided they act in good faith and may require the posting of a bond or other security. Its core function is to protect parties from having to pay taxes they believe are incorrect or unjustified, ensuring they have a formal process to resolve tax disputes without immediate financial burden.
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Right to Contest Taxes. Lessee shall have the right to file and prosecute to completion an application contesting the amount, validity, or application of any Taxes, contesting the assessed value of all or any portion of any Leased Property, or seeking an abatement of any Taxes (any such application, a “Tax Challenge”) either in its own name or in the name of Lessor, at no cost or expense to Lessor other than any de minimus cost or expense and throughout all administrative and judicial proceedings (trial court and all appeals) until there is a final, nonappealable determination. Lessee may discontinue a Tax Challenge at any time. If Lessee files or prosecutes a Tax Challenge, Lessor and its Affiliates shall cooperate and furnish any pertinent information needed for the Tax Challenge, at no cost or expense to Lessor other than any de minimus cost or expense. Lessee shall be entitled to be reimbursed out of the award for the reasonable costs and expenses occurred in connection with a Tax Challenge. Lessor shall not have the right to file a Tax Challenge with respect to any Taxes accruing during the Term unless the taxing authority requires the Tax Challenge to be filed by Lessor and Lessee requests Lessor to do so. Lessor shall immediately provide Lessee with a copy of any notices or demands from any Governmental Authority or other Persons which concerns Taxes. Upon request of Lessor at any time or from time-to-time, Lessee shall provide a written report to Lessor regarding the status of any such Tax Challenge. In no event shall the manner in which Lessee pursues any Tax Challenge exacerbate in any respect the risk to Lessor of civil or criminal liability, penalty or sanction, in addition to such risks as may exist for the matters that are the subject of the Tax Challenge prior to such Tax Challenge, and except for liabilities, penalties or sanctions for which Lessee may, and in fact does, post a bond. Further, the manner in which Lessee pursues a Tax Challenge shall not exacerbate in any respect the risk to Lessor of defeasance of its interest in the Leased Property in addition to the risk of such defeasance as may exist for the matters that are the subject of the Tax Challenge prior to such Tax Challenge and except for such risk which Lessee may, and in fact does, bond around. Lessee agrees that Lessee shall use commercially reasonable efforts to diligently prosecute any such Tax Challenge to a final conclusion, except that Lessee shall have the right to attempt to settle or compr...
Right to Contest Taxes. Tenant will have the right to contest the amount or validity, in whole or in part, of any tax by appropriate proceedings diligently conducted in good faith, only after paying the tax or posting such security as Landlord may reasonably require in order to protect the Premises against loss or forfeiture. Upon the termination of those proceedings, Tenant will pay the amount of the tax or part of the tax as finally determined, the payment of which may have been deferred during the prosecution of the proceedings, together with any costs, fees, interest, penalties, or other related liabilities. Landlord will not be required to join in any contest or proceedings unless the provisions of any law or regulations then in effect require that the proceedings be brought by or in the name of Landlord. In that event, Landlord will join in the proceedings or permit them to be brought in its name; however, Landlord will not be subjected to any liability for the payment of any costs or expenses in connection with any contest or proceedings, and Tenant will indemnify Landlord against and save Landlord harmless from any of those costs and expenses.
Right to Contest Taxes. Nothing herein shall be construed as granting Tenant the right to contest Taxes for the Building. Notwithstanding the foregoing, Tenant shall have the right to require Landlord to contest the Taxes for the Building for any calendar year during the Term provided that: (1) Tenant makes such request to Landlord, in writing, within ninety (90) days of Tenant's receipt of Landlord's Tax Statement and (2) if Landlord has made a reasonable decision not to contest Taxes for the Building for any calendar year, and Tenant has required Landlord to do so, Tenant shall pay for one-half (1/2) of the costs reasonably incurred by Landlord (including reasonably attorneys' fees) in contesting the Taxes (“Tenant’s Share of Audit Costs”). If Tenant requires Landlord to contest Taxes in accordance with this Section 6.4(C) and the taxing authority reduces such Taxes, (a) if the amount of the reduction in Taxes ("Tax Reduction Amount") is greater than the total audit costs, the Tax Reduction Amount shall be applied as follows:
(i) an amount equal to Tenant's Share of Audit Costs shall be paid to Tenant; (ii) an amount equal to Landlord's share of the audit costs shall be paid to Landlord; and (iii) an amount equal to Tenant's Upper Level Premises Proportionate Share of the remaining Tax Reduction Amount (after the amounts in (i) and (ii) have been subtracted) shall be paid to Tenant, and (b) if the Tax Reduction Amount is less than the total audit costs, fifty percent (50%) of the Tax Reduction Amount shall be paid to Tenant and the other fifty percent (50%) of the Tax Reduction Amount shall be paid to Landlord. Notwithstanding anything in this Article 6 to the contrary, if, at any time during the Term of this Lease, Landlord reduces the Base Year for Taxes, Tenant shall have the right to require Landlord to contest the Taxes for the Building for any Adjustment Year during the Term prior to the Adjustment Year during which Landlord reduces the Base Year for Taxes provided that: (A) Tenant makes such request to Landlord, in writing, within ninety (90) days after Tenant receives the revised Landlord's Tax Statement reflecting such change to the Base Year for Taxes, and (B) the period of time during which Landlord is able to contest Taxes for such Adjustment Year has not been closed for tax protest purposes by the taxing authority.
Right to Contest Taxes. Tenant, at its sole cost, shall have the right to contest, in accordance with the provisions of the laws relating to such contests, any real estate taxes, assessments, or other charges against the premises and the failure of Tenant to pay such taxes, assessments, or charges shall not constitute a default by Tenant so long as Tenant complies with the provisions of this Section 7.
Right to Contest Taxes. Concessionaire shall have the right to contest in good faith and by all appropriate proceedings the amount, applicability or validity of any tax assessment pertaining to the Facilities set forth in Exhibit A and Exhibit B, at its own cost or expense. In the event Concessionaire contests the assessment, the City shall cooperate whenever possible with Concessionaire, provided that such contest will not subject any part of the Facilities set forth in Exhibit A and Exhibit B to forfeiture or loss. If, at any time, payment of any tax or assessment becomes necessary to prevent any forfeiture or loss, Concessionaire shall pay the tax or assessment in time to prevent the forfeiture or loss.
Right to Contest Taxes. Tenant shall have the right to file and prosecute to completion an application contesting the amount, validity, or application of any Taxes, contesting the assessed value of all or any portion of the Leased Property, or seeking an abatement of any Taxes (any such application, a “Tax Challenge”) either in its own name or in the name of Landlord, at no cost or expense to Landlord other than any de minimis cost or expense and throughout all administrative and judicial proceedings (trial court and all appeals) until there is a final, nonappealable determination. Tenant may discontinue a Tax Challenge at any time. If Tenant files or prosecutes a Tax Challenge, Landlord and its Affiliates shall cooperate and furnish any pertinent information needed for the Tax Challenge, at no cost or expense to Landlord other than any de minimis cost or expense. Tenant shall be entitled to be reimbursed out of the award for the reasonable costs and expenses incurred in connection with a Tax Challenge. Landlord shall not have the right to file a Tax Challenge with respect to any Taxes accruing during the Term unless the taxing authority requires the Tax Challenge to be filed by Landlord and Tenant requests Landlord to do so. Landlord shall immediately provide Tenant with a copy of any notices or demands from any Governmental Authority or other Persons which concerns Taxes. Upon the request of Landlord at any time or from time-to-time, Tenant shall provide a written report to Landlord regarding the status of any such Tax Challenge.
Right to Contest Taxes. Lessee may contest the legal validity or amount of any taxes, assessments, or charges for which ▇▇▇▇▇▇ is responsible under this Agreement and, with prior written notice to Lessor, may institute such proceedings as Lessee considers necessary. If Lessee contests any such tax, assessment, or charge, Lessee may withhold or defer payment or pay under protest and such act shall not constitute a default under this Agreement, so long as no forfeiture of any part of the Leased Premises would be caused thereby. Lessor appoints Lessee as ▇▇▇▇▇▇’s attorney-in-fact for the purpose of making all payments to any taxing authorities and for the purpose of contesting any taxes, assessments, or charges (including any appeal of any unfavorable determination), and Lessor shall otherwise cooperate with Lessee in connection therewith.
Right to Contest Taxes. Tenant shall have the right to contest the amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently conducted in good faith, only after paying the same or posting such security as Landlord may reasonably require in order to protect the Premises against loss or forfeiture. Upon the termination of any such proceedings, Tenant will pay the amount of such Taxes or part of such Taxes as finally determined to be due and payable, the payment of which may have been deferred during the prosecution of such proceedings, together with any costs, fees, interest, penalties, or other related liabilities. Landlord will not be required to join in any such contest or proceedings unless the provisions of any law or regulations then in effect require that such proceedings be brought by or in the name of Landlord. In that event, ▇▇▇▇▇▇▇▇ will join in such proceedings or permit them to be brought in its name; however, Landlord will not be subject to any liability for the payment of any costs or expenses in connection with any such contest or proceedings, and Tenant shall indemnify Landlord against and save Landlord harmless from any such costs and expenses.
Right to Contest Taxes. Tenant shall not have the right to file a complaint or otherwise contest the amount of Taxes due as determined by any governmental authority having jurisdiction without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed.
Right to Contest Taxes. Developer shall have the right to contest in good faith and by all appropriate proceedings the amount, applicability or validity of any tax or assessment pertaining to the Premises set forth at its own cost or expense. If, at any time, payment of any tax or assessment becomes necessary to prevent any forfeiture or loss, Developer shall pay the tax or assessment in time to prevent the forfeiture or loss.