Common use of Tax Contest Clause in Contracts

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. In consideration (a) Parent shall inform the Stockholders’ Representative of, and the Stockholders’ Representative shall be entitled to control and conduct only those aspects of Tenant's undertaking audits, examinations or proceedings (a “Tax Contest”) of the Company with respect to reimburse Landlord Tax Periods of the Company ending on or prior to the Closing Date that relate solely to (i) the liability for Tenant's Share any Taxes attributable to any “Pre-Closing Taxes” (defined below), or (ii) a claim for refund for any Pre-Closing Taxes in each case that would not affect any Taxes of an increase in Real Estate TaxesParent, Tenant shall have the right, by appropriate proceedings, to protest any assessment or reassessment Company or any special assessmentAffiliate for any Post-Closing Tax Period. Parent shall control and conduct all other aspects of all Tax Contests. Costs of any Tax Contest are to be borne by Parent, or any change in if it is the tax rateparty controlling such Tax Contest, or the validity of any of Former Holders, if the aboveStockholders’ Representative is the party controlling such Tax Contest. During the pendency of any protest, Landlord The Stockholders’ Representative’s right to control and conduct a Tax Contest shall be permitted limited to continue amounts in dispute which would be Pre-Closing Taxes. Parent or the Surviving Corporation shall deliver to pay the Stockholders’ Representative any disputed taxes power of attorney required to allow the Stockholders’ Representative and Tenant shall continue its counsel to reimburse Landlord in accordance with represent 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 Company in connection with the Tax Contest (but only to the extent specifically contemplated above) and shall provide the Stockholders’ Representative with such protestassistance as may be reasonably requested by the Stockholders’ Representative in connection with the Tax Contest. Any protest conducted The Stockholders’ Representative shall authorize reimbursement of Parent or the Surviving Corporation for reasonable out-of-pocket expenses (excluding any allocated overhead costs and any allocated costs of existing employees) incurred in providing such assistance by Tenant hereunder Parent or Surviving Corporation offsetting against the Contingent Payment that next becomes payable. Notwithstanding the preceding, the Stockholders’ Representative shall be at Tenant's expense and if interest consult in good faith with Parent or late charges become payable the Surviving Corporation with respect to the Real Estate conduct of, and before entering into any settlement of, any aspects of any Tax Contest; and shall neither consent nor agree to the settlement of any aspects of any Tax Contest that may have an adverse impact on the liability for Taxes of Parent or the Surviving Corporation, or any affiliated group of corporations of which Parent or the Surviving Corporation has been or may become a member or any Affiliate of Parent or the Surviving Corporation, without the prior written consent of Parent or the Surviving Corporation, as the case may be. (b) Parent shall inform the Stockholders’ Representative of any Tax Contest with regard to any Tax Return of the Surviving Corporation for a Straddle Period that may result in an indemnification obligation pursuant to Section 7.2 of this Agreement. Parent shall control and conduct any such Tax Contest. Costs of such Tax Contests are to be borne by Parent. Parent shall consult in good faith with the Stockholders’ Representative with respect to the conduct of, and before entering into any settlement of, any Tax Contest that may have a material adverse impact on the liability for any Pre-Closing Tax, and shall not enter into any such settlement without the consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld or delayed. (c) Notwithstanding any other provision of this Agreement, the failure of Parent to inform the Stockholders’ Representative of a Tax Contest pursuant to subsections (a) or (b) of this Section 6A.5 shall not relieve the stockholders of the Company or the Former Holders of any liability for Taxes due as a resultresult of such Tax Contest, Tenant shall reimburse Landlord for except to the same. Howeverextent the Stockholders’ Representative can demonstrate that the failure to so notify materially prejudiced that Stockholders’ Representative with respect to the Tax liability that resulted from such Tax Contest. (d) Notwithstanding any other provision of this Agreement, Landlord any Tax Contest relating to Transfer Taxes shall be solely responsible for controlled jointly by Parent and the Stockholders’ Representative and costs of any penalties, interest or late charges imposed on Landlord through no fault of Tenant. Tenant such Tax Contest shall be responsible for posting any security and/or paying any fees required in connection with any protest initiated borne equally by Tenant. Landlord agrees to keep Tenant apprised of all tax protest filings Parent and proceedings undertaken by Landlord the Former Holders through the Stockholders’ Representative authorizing Parent or others to obtain a tax reduction or refund. Landlord may deduct from Surviving Corporation offsetting against 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 reductionContingent Payment that next becomes payable.

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 or contest any assessment or reassessment for Tax Costs or any special assessment, the validity thereof or of any change in the tax rate, assessments or the validity rates provided that no Event of any of the above. During Default then exists under this Lease and provided further that during the pendency of such proceedings, (a) Landlord is not subjected to any protestliability, fine, or penalty for non-payment, (b) the proceedings stay the enforcement of the assessment or reassessment for Tax Costs, and (c) the delay in complying with the assessment or reassessment for Tax Costs does not subject Landlord to possible loss or damage or the Project to possible foreclosure or loss. At the Commencement Date, 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 request that the tax rates and any proposed changes bills. assessments or reassessments of Tax Costs be mailed to themTenant at its Notice Address by the applicable governmental authority or agency or political subdivision thereof. Tenant shall notify send Notice to 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 any change or proposed change in assessment and fails the assessments or the tax rate within sufficient time to give notice allow Landlord to Tenant of such change review and, as a result, Tenant is unable to review the change, and if it so desires, to files a protest, contest or protest such change. Tenant shall not be obligated send Notice to reimburse Landlord for any increase in Real Estate Taxes resulting therefromwriting within thirty (30) days after receipt of an assessment or reassessment of Tax Costs or other notice if Tenant elects to make a contest or protest. In the tax proceedings, any contest or protest undertaken hereunder. Tenant may act in its own name and/or in the name of Landlord and Landlord willshall, at Tenant's request and provided Landlord is not put to any expense thereby, cooperate with Tenant in any way was that Tenant may reasonably require in connection with such protestcontest or protest provided such cooperation is in compliance with the Legal Requirements. Any contest or protest conducted by Tenant hereunder shall be at Tenant's sole cost and expense and if interest or late charges rate changes become payable with respect to the Real Estate Taxes Tax Costs solely as a resultthe result of such contest or protest. Tenant shall pay such interest or rate changes. If Landlord pays such interest or rate changes, then Tenant shall reimburse Landlord for the sametherefore as Additional Rent. However, Landlord Tenant shall provide any security required by any Legal Requirement. Tenant shall be solely responsible for any penalties, interest interest, or late charges imposed on Landlord through no for the Tax Costs due to any fault of Tenant. On the termination of any such proceedings it shall be the obligation of Tenant to pay the amount of the Tax Costs as provided herein as finally determined in such proceedings, the payment of which may have been deferred during the prosecution of such proceedings. If any contest or protest by Tenant shall result in the reduction or avoidance of such assessment or rate increase, Tenant shall be responsible for posting any security and/or paying any fees required in connection with any protest initiated by Tenant. Landlord agrees entitled to keep Tenant apprised of all tax protest filings and proceedings undertaken by Landlord receive 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 retain Tenant's efforts, Landlord shall also reimburse Tenant proportionate share (as determined in Section 6.2 (Tax Costs 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 Other Property)) of the refund amount of such reduced or reductionavoided Tax Costs increase.

Tax Contest. (a) 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(Bprovided that such contest (b) above. Landlord shall notify Tenant in writing within fifteen (15) days after Landlord's receipt of notice 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 Prior to such notice or 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 protestnotice, Tenant shall not be obligated to reimburse Landlord for pay Tenant's share of any increase in Real Estate Taxes resulting therefrom. Taxes. (c) 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 the 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. (d) Tenant may require Landlord at Landlord's expense to protest any type of assessment or the tax rate one time only during the Term by timely notification to Landlord. Tenant shall bear Landlord's cost of protest. If Landlord is unable or fails to act on such request, then Tenant may contest taxes at its expense. (e) If Landlord shall receive a reduction or refund for any year for which Tenant shall be responsible obligated to pay or shall have paid Real Estate Taxes, the amount of such reduction or refund shall be subtracted from the Real Estate Taxes payable or paid by Landlord for posting any security and/or paying any fees required in connection the tax year to which the reduction or refund applies and proper reimbursement shall be made by Landlord to Tenant promptly after Landlord receives or is credited with any protest initiated by Tenantsuch refund or reduction. Landlord agrees to keep Tenant apprised of all tax protest filings and proceedings undertaken by Landlord or others to obtain a tax reduction or refundrefund for the Project. Landlord may deduct from the total refund any reasonable attorneys' fees and other reasonable expenses incurred by Landlord therefor. However, if If the refund or reduction resulted from Tenant's efforts, Landlord shall also reimburse Tenant for reasonable attorneys' fees and any other reasonably reasonable expenses incurred by Tenant in connection with the protest. Otherwise, such reimbursement not to exceed Tenant's Proportionate Share of Landlord may deduct from the total refund or reductionany reasonable attorneys' fees and other reasonable expenses incurred by Landlord therefor.