Tax Contest. Notwithstanding anything to the contrary in this Section 8.5, the Seller shall have the right to represent the ELN Companies’ interests in any Tax Contest relating to Tax liabilities for which the Seller would be required to indemnify the Purchaser Indemnified Parties pursuant to this Article 8 and which relate to any Pre-Closing Period; provided, however, that the Seller shall have no right to represent the ELN Companies’ interests in any Tax Contest unless (i) the Seller shall have first notified the Purchaser in writing of their intention to do so within thirty days of receipt of notice of the Third Party Claim for Taxes, (ii) shall have agreed with the Purchaser in writing that, as between the Purchaser and the Seller, the Seller shall be liable for any Taxes that result from such Tax Contest and (iii) shall have paid to the Purchaser an amount equal to the amount of such Taxes required to be paid by the Company as and when required under Applicable Law, notwithstanding that such Tax Contest many not have been finally determined. Notwithstanding the foregoing, if (A) the Seller shall not have given notice of their election to represent the Company’s interests in the Tax Contest within such 30-day period, (B) the Seller shall fail to conduct such defense diligently and in good faith or (C) the Purchaser shall reasonably determine that use of counsel selected by the Seller to represent the Purchaser would present such counsel with an actual or potential conflict of interest, then in each such case the Purchaser shall have the right to control the defense, compromise or settlement of the Tax Contest with counsel of its choice at the Seller’s sole cost and expense. Notwithstanding the foregoing, the Seller shall not be entitled to settle, either administratively or after the commencement of litigation, any Tax Contest without the prior written consent of the Purchaser, which consent may not be unreasonably withheld, conditioned or delayed by the Purchaser, and may not be withheld, conditioned and delayed if the Seller has indemnified the Purchaser in a manner reasonably acceptable to the Purchaser against the effects of any such settlement.
Tax Contest. If the Premises are separately assessed, Tenant may, at its sole cost and expense, contest the validity or amount of any Imposition for which it is responsible. So long as Tenant diligently pursues the contest, the payment of the Imposition being contested may be deferred, as permitted by law, during the pendency of such contest. Nothing herein contained, however, shall be construed to allow any Imposition to remain unpaid for such length of time as would permit the Premises, or any part thereof, to be sold or seized by any Governmental Authority for the nonpayment of same. Landlord will, at the request of Tenant, cooperate in such contest, provided that Landlord is not required to incur any expense in connection with any such contest.
Tax Contest. Either party may contest the validity or amount of any levied taxes, assessments or other charges for which each is responsible under this Lease as long as such contest is pursued in good faith and with due diligence and the party contesting the tax, assessment or charge has paid the obligation in question or established adequate reserves to pay the obligation in the event of an adverse determination.
Tax Contest. In the event that Tenant shall desire in good faith to contest or otherwise review by appropriate legal or administrative proceeding any Real Property Tax, Tenant shall, no later than ten (10) days after Tenant receives notice of the Real Property Tax assessment Tenant desires to contest, give Landlord written notice of its intention to do so. Tenant may withhold payment of the Real Property Tax being contested if, but only if, both (i) nonpayment is permitted during the pendency of such proceedings without the foreclosure of any tax lien or the imposition of any fine or penalty and (ii) Tenant shall obtain and furnish Landlord with a bond or other security device, and otherwise comply with the reasonable requirements of Section 1.07(c) of the Existing Mortgage, and sufficient to protect Landlord’s interest in the Leased Premises in an amount not less than one hundred fifty percent (150%) of the amount contested. Any such contest shall be prosecuted to completion (whether or not this Lease shall have expired or terminated in the interim) and shall be conducted without delay and solely at Tenant’s expense. Tenant shall indemnify and defend Landlord against any and all expense, liability or damage resulting from such contest or other proceeding. At the request of Tenant, Landlord shall join in any contest or other proceedings which Tenant may desire to bring pursuant to this paragraph. Tenant shall pay all of Landlord’s reasonable expenses (including attorneys’ fees) arising out of such joinder. Within ten (10) days after the final determination of the amount due from Tenant with respect to the Real Property Tax contested, Tenant shall pay the amount so determined to be due, together with all costs, expenses and interest, whether or not this Lease shall have then expired or terminated.
Tax Contest. Tenant may, at its expense, contest the validity or amount of any Imposition for which it is responsible, in which event the payment thereof may be deferred, as permitted by law, during the pendency of such contest, if diligently prosecuted. Landlord shall cooperate with Tenant in connection with any such contest but Landlord shall not be required to spend any sums or incur any liability in cooperating with Tenant. Nothing herein contained, however, shall be construed to allow any Imposition to remain unpaid for such length of time as would permit the Premises, or any part thereof, to be sold or seized by any Governmental Authority for the nonpayment thereof
Tax Contest. In consideration of Tenant's undertaking to reimburse Landlord for Tenant's Share of an increase in Real Estate Taxes, Tenant shall have the right, by appropriate proceedings, to protest any assessment or reassessment or any special assessment, or any change in the tax rate, or the validity of any of the above. During the pendency of any protest, Landlord shall be permitted to continue to pay any disputed taxes and Tenant shall continue to reimburse Landlord in accordance with the provisions of Section 1(B) above. Landlord shall notify Tenant in writing of all assessments and the tax rates and any proposed changes to them. Tenant shall notify Landlord in writing within fifteen (15) business days after receipt of Landlord's notice if Tenant wants to file a protest. If Landlord receives written notice of a change in assessment and fails to give notice to Tenant of such change and, as a result, Tenant is unable to review the change, and if it so desires, to files a protest, Tenant shall not be obligated to reimburse Landlord for any increase in Real Estate Taxes resulting therefrom. In the tax proceedings, Tenant may act in its own name and/or the name of Landlord and Landlord will, at Tenant's request and provided Landlord is not put to any expense thereby, cooperate with Tenant in any way Tenant may reasonably require in connection with such protest. Any protest conducted by Tenant hereunder shall be at Tenant's expense and if interest or late charges become payable with respect to the Real Estate Taxes as a result, Tenant shall reimburse Landlord for the same. However, Landlord shall be solely responsible for any penalties, interest or late charges imposed on Landlord through no fault of Tenant. Tenant shall be responsible for posting any security and/or paying any fees required in connection with any protest initiated by Tenant. Landlord agrees to keep Tenant apprised of all tax protest filings and proceedings undertaken by Landlord or others to obtain a tax reduction or refund. Landlord may deduct from the total refund any reasonable attorneys' fees and other reasonable expenses incurred by Landlord therefor. However, if the refund or reduction resulted from Tenant's efforts, Landlord shall also reimburse Tenant for reasonable attorneys' fees and any other reasonably expenses incurred by Tenant in connection with the protest, such reimbursement not to exceed Tenant's Proportionate Share of the refund or reduction.
Tax Contest. The Purchaser shall promptly notify the Seller in writing upon receipt by the Purchaser or any of its affiliates of notice of any pending or threatened U.S. federal, state, local or foreign Tax audits, examinations or assessments which may materially affect the Tax liabilities for which the Seller would be required to indemnify any Purchaser Indemnitee pursuant to this Section 5.05. The Seller shall have the sole right to control any such Tax audit or administrative or court proceeding with respect to Tax liabilities for which it would be required to indemnify the Purchaser. Neither the Purchaser nor any of its affiliates may settle any Tax claim which may be the subject of indemnification by the Seller under this Section 5.05 without the prior written consent of the Seller, which consent may be withheld in the sole discretion of the Seller. If there shall be any conflicts between the provisions of this Section 5.05(d) and any other provision of this Agreement, the provisions of this Section 5.05(d) shall control with respect to Tax contests.
Tax Contest. Upon written application, Tenant shall furnish to Landlord for inspection, and for such use as may be proper for the protection of Landlord's interest in the Property, written evidence duly certified that any and all taxes, assessments or charges required to be paid by Tenant hereunder have been paid, satisfied or otherwise discharged. Tenant, at its sole cost and expense, shall have the right to employ and exhaust all available remedies to protest and contest the amount of any liability for any taxes, assessments, licenses, fees or charges imposed or assessed against the Property, or otherwise to seek reduction or refund. Tenant shall post a bond (or, in lieu thereof, equivalent cash collateral) to prevent enforcement of any lien resulting from the foregoing.
Tax Contest. Following the Closing, Parent shall give prompt notice to the Stockholders after receipt by any Governmental Authority of any assertion of, or notice of any intent to conduct, any Tax Contest relating to any Pre-Closing Tax Period of the Company. The Stockholders shall have the right to control the conduct of any Tax Contest involving the Taxes of the Company with respect to any Pre-Closing Tax Period, provided, however, that the Stockholders shall (i) keep Parent reasonably informed with respect to such Tax Contest, and (ii) with respect to any such Tax Contest that will result in a Material Adverse Effect to the Company for any taxable period (or portion thereof) beginning after the Closing Date, not enter into any settlement or compromise of such Tax Contest without the prior written consent of Parent, which consent shall not be unreasonably conditioned, delayed, or withheld. To the extent Parent controls any Tax Contest of the Surviving Entity relating to any Pre-Closing Tax Period or any other Tax Contest for which the Stockholders may have liability under this Agreement, Parent shall not settle or compromise such Tax Contest without the prior written consent of the Stockholders, which consent shall not be unreasonably conditioned, delayed, or withheld
Tax Contest. Notwithstanding anything to the contrary herein, with respect to any Tax Context, neither the Company Stockholders nor the Stockholder Representative shall be entitled to control the conduct or settlement of such Tax Contest. Buyer is entitled to settle such Tax Contest without the prior written consent of the Company Stockholders or the Stockholder Representative.
