Common use of Tax Protests Clause in Contracts

Tax Protests. Landlord shall pay all Tax Expenses when due and payable and prior to the time any penalty or interest may be charged in respect of the nonpayment thereof, and shall obtain receipted tax bills for such payments. Landlord may, however, petition for reduction of the assessed valuation of the Building and/or the Property, claim a refund of Tax Expenses or otherwise challenge the validity, amount or applicability of any tax, assessment or other similar governmental charge ("Tax Protest"). In addition to Landlord's right to pursue any such Tax Protest, Tenant shall have the right to participate in the Tax Protest and to provide Landlord written notice requesting that Landlord initiate a Tax Protest. If Landlord does not initiate within thirty (30) days after written request by Tenant and thereafter diligently pursue a Tax Protest, Tenant shall have the right to do so and Landlord shall reasonably cooperate with Tenant, at no out-of-pocket cost to Landlord, in any such proceedings as may reasonably be required to enable Tenant to prosecute the same effectively. Any reasonable out-of-pocket costs and expenses associated with such Tax Protest shall be includable in Tax Expenses and any refund of any tax, assessment or governmental charge received by Landlord pursuant to any Tax Protest (after any reimbursement of Landlord's and Tenant's reasonable costs if provided hereinabove) shall, to the extent of Tenant's Share thereof, be credited against the next installment of Tenant's Tax Expenses due hereunder. In the event that the refund is more than the next installment of Tenant's Tax Expenses due, the refund shall be applied to future installments of Tenant's Direct Expenses in the order of when they become due, or in the event there is any remaining unapplied refund upon expiration or termination of this Lease, Landlord shall remit such amount to Tenant within forty-five (45) days after expiration or termination of this Lease.

Tax Protests. Landlord shall pay all Tax Expenses when due and payable and prior Tenant has no right to protest the time any penalty or interest may be charged in respect real estate tax rate assessed against the Project and/or the appraised value of the nonpayment Project determined by any appraisal review board or other taxing entity with authority to determine tax rates and/or appraised values (each a “Taxing Authority”). Tenant hereby knowingly, voluntarily and intentionally waives and releases any right, whether created by law or otherwise, to (a) file or otherwise protest before any Taxing Authority any such rate or value determination even though Landlord may elect not to file any such protest; (b) receive, or otherwise require Landlord to deliver, a copy of any reappraisal notice received by Landlord from any Taxing Authority; and (c) appeal any order of a Taxing Authority which determines any such protest. The foregoing waiver and release covers and includes any and all rights, remedies and recourse of Tenant, now or at any time hereafter, under Section 41.413 and Section 42.015 of the Texas Tax Code (as currently enacted or hereafter modified) together with any other or further laws, rules or regulations covering the subject matter thereof. Tenant acknowledges and agrees that the foregoing waiver and release was bargained for by Landlord and Landlord would not have agreed to enter into this Lease in the absence of this waiver and release. Notwithstanding any such waiver and release, and shall obtain receipted tax bills for if Tenant files or otherwise appeals any such paymentsprotest, then Tenant will be in breach under this Lease. Landlord may, however, petition for reduction of the assessed valuation of the Building and/or the Property, claim a refund of Tax Expenses or otherwise challenge the validity, amount or applicability of any tax, assessment or other similar governmental charge ("Tax Protest"). In addition to Landlord's right to pursue any such Tax Protest, Tenant shall have the exclusive right to participate in protest the Tax Protest and to provide Landlord written notice requesting that Landlord initiate a Tax Protestreal estate tax rate assessed against the Project and/or the appraised value of the Project determined by any Taxing Authority. If Landlord does not initiate within thirty (30) days after written request by Tenant and thereafter diligently pursue a Tax ProtestHowever, Tenant shall have the right to do so and Landlord shall reasonably cooperate with Tenant, at no out-of-pocket cost to Landlord, in any such proceedings as may reasonably be required to enable Tenant to prosecute the same effectively. Any reasonable out-of-pocket costs and expenses associated with such Tax Protest shall be includable in Tax Expenses and any refund of any tax, assessment or governmental charge received by Landlord pursuant to any Tax Protest (after any reimbursement of Landlord's and Tenant's reasonable costs if provided hereinabove) shall, notwithstanding anything to the extent of Tenant's Share thereof, be credited against the next installment of Tenant's Tax Expenses due hereunder. In the event that the refund is more than the next installment of Tenant's Tax Expenses due, the refund shall be applied to future installments of Tenant's Direct Expenses contrary contained in the order of when they become due, or in the event there is any remaining unapplied refund upon expiration or termination of this Lease, Landlord shall remit upon the request of Tenant to do so from time to time, make such amount a protest. Landlord shall diligently monitor the taxes assessed against the Project as well as the assessed valuation thereof and shall seek such abatements or other tax benefits or relief for the Project in the exercise of Landlord’s prudent business judgment, subject to the rights of Tenant within forty-five (45) days after expiration under the preceding sentence. Nothing contained herein shall restrict Tenant from negotiating with tax authorities to effect tax savings on property owned by Tenant or termination of this Leasetax rebates with respect to the Project.

Tax Protests. Landlord Subject to Section 3.5 of this Lease, Tenant shall pay all Tax Expenses Taxes and Personal Property Taxes when due and payable and prior to the time any penalty or interest may be charged in respect of the nonpayment thereof, and shall obtain receipted tax bills for such payments. Landlord Tenant, may, however, petition for reduction of the assessed valuation of the Building Project and/or the PropertyProject or Site, claim a refund of Tax Expenses Taxes or Personal Property Taxes, otherwise challenge the validity, amount or applicability of any taxTax or Personal Property Tax, assessment or other similar governmental charge ("“Tax Protest"”), in accordance with this Section 4.2. In addition After prior written notice to Landlord's Landlord and Lender, and provided no Event of Default has occurred and is continuing, Tenant may conduct a Tax Protest so long as the contest is in good faith, at Tenant’s sole cost and expense, and by appropriate proceedings which, as a condition to Tenant’s right to pursue contest under this Section 4.2, shall operate during the pendency thereof to prevent (A) the collection, of or other realization upon the Taxes so contested, (B) the sale, forfeiture, or loss of any of the Premises, any interest therein or any Rent to satisfy the same or to pay any damages fines, or penalties related to the Taxes so contested, (C) any interference with the use or occupancy of the Premises, (D) any interference with the payment of any Rent, or any other sum payable hereunder, and (E) the cancellation of any fire or other insurance policy. If at the time of commencement of or at any time during any such Tax Protestcontest either (i) Tenant’s Rating shall not be Investment Grade or (ii) there shall have occurred and be continuing an Event of Default, Tenant shall provide to Landlord and Lender a bond of a surety acceptable to Landlord and Lender in an amount satisfactory to Landlord and Lender. While any such proceedings are pending, neither Landlord nor Lender shall have the right to participate in pay, remove or cause to be discharged the Tax, Personal Property Tax Protest or Lien thereby being contested unless an Event of Default has occurred and is continuing. Tenant agrees that each such contest shall be promptly and diligently prosecuted to provide Landlord written notice requesting a final conclusion, except that Landlord initiate a Tax Protest. If Landlord does not initiate within thirty (30) days after written request by Tenant and thereafter diligently pursue a Tax Protestshall, Tenant shall so long as the conditions of this Section 4.2 are at all times complied with, have the right to do so attempt to settle or compromise such contest through negotiations. Tenant shall pay indemnify, defend and save Landlord shall reasonably cooperate and Lender harmless against any and all damages, liabilities, costs, expenses, losses, judgments, decrees and costs (including all reasonable attorneys’ fees and expenses) in connection with Tenant, at no out-of-pocket cost to Landlord, in or arising from any such proceedings as may reasonably contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be required levied, assessed, charged or imposed or be determined to enable Tenant to prosecute the same effectively. Any reasonable out-of-pocket be payable therein or in connection therewith, together with all penalties, fines, interest, costs and expenses associated thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord or Lender to the risk of any material civil liabilitiy or any criminal liability, penalty or sanction. The foregoing indemnity is in addition to, and not in substitution or limitation of the other indemnities provided in this Lease, and shall survive the expiration or termination of this Lease. Landlord and Tenant shall each cooperate in such filings as reasonably requested by Tenant. Tenant shall pay all costs incurred in connection with such filings. If Tenant is successful in reducing taxes and/or assessed value through such Tax Protest, and if during a Renewal Term Tenant’s Premises at the conclusion of such Tax Protest are less than one hundred percent (100%) of the Premises, then Landlord shall reimburse Tenant for its reasonable costs to the extent same do not exceed the tax refund or reduction achieved. Any Tax Protest initiated by Landlord or Tenant shall be includable conducted in Tax Expenses accordance with all applicable governmental requirements and in such a manner as to prevent any Liens from attaching to the Premises, the Project or the Site. Any refund of any tax, assessment Tax or governmental charge Personal Property Tax received by Landlord pursuant to any Tax Protest (after any reimbursement of Landlord's and Tenant's reasonable ’s costs if provided hereinaboveincurred in connection therewith) shall, to the extent of Tenant's Share thereof, be credited against the next installment of Tenant's Tax Expenses due hereunder. In the event that the refund is more than the next installment of Tenant's Tax Expenses due, the refund shall be applied to future installments of Tenant's Direct Expenses in the order of when they become due, or in the event there is any remaining unapplied refund upon expiration or termination of this Lease, Landlord shall remit such amount paid over to Tenant within forty-five (45) days after expiration or termination of this Leaseunless Tenant is in default hereunder.

Tax Protests. Landlord shall pay Notwithstanding any provision in this Agreement to the contrary, any tax refunds or proceeds (including interest thereon) on account of a favorable determination resulting from a challenge, protest, appeal or similar proceeding relating to taxes and assessments relating to the Property ("Protest Proceedings"): (i) for all Tax Expenses when due and payable and tax periods occurring prior to the time any penalty or interest may applicable tax period in which Closing occurs, shall be charged retained by and paid exclusively to Seller; and (ii) for the applicable tax period in respect which Closing occurs, shall be prorated as of the nonpayment thereofClosing Date after reimbursement to Seller and Purchaser, as applicable, for all fees, expenses and costs (including reasonable attorneys' and consultants' fees) incurred by Seller or Purchaser, as applicable, in connection with the Protest Proceedings, such that Seller shall retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period prior to the Closing Date and Purchaser shall retain and be paid that portion of such tax refunds or proceeds as is applicable to the portion of the applicable tax period from and after the Closing Date. Neither Seller nor Purchaser shall settle any Protest Proceedings in which taxes for the tax period for which the other party is responsible are being adjudicated without the consent of such party, which consent shall not be unreasonably withheld, conditioned or delayed. Purchaser and Seller shall cooperate in the pursuit of any Protest Proceedings and in responding to reasonable requests of the other for information concerning the status of, and shall obtain receipted tax bills for otherwise relating to, such payments. Landlord mayProtest Proceedings, provided however, petition for reduction of the assessed valuation of the Building and/or the Property, claim a refund of Tax Expenses or otherwise challenge the validity, amount or applicability of neither party shall be obligated to incur any tax, assessment or other similar governmental charge ("Tax Protest"). In addition to Landlord's right to pursue any such Tax Protest, Tenant shall have the right to participate in the Tax Protest and to provide Landlord written notice requesting that Landlord initiate a Tax Protest. If Landlord does not initiate within thirty (30) days after written request by Tenant and thereafter diligently pursue a Tax Protest, Tenant shall have the right to do so and Landlord shall reasonably cooperate with Tenant, at no non-de minimis out-of-pocket cost to Landlordfees, in any such proceedings as may reasonably be required to enable Tenant to prosecute the same effectively. Any reasonable out-of-pocket costs and expenses associated in responding to the requests of the other. Notwithstanding anything to the contrary, Purchaser shall not be responsible for any fees incurred by Seller in connection with such Tax any Protest Proceedings. Seller and Purchaser shall endeavor to prepare a statement detailing the prorations and adjustments estimated to be due as of the Closing Date pursuant to this Section no later than five (5) days prior to the Closing Date. Purchaser and Seller hereby acknowledge and agree that, except for the adjustments being made pursuant to this Section 3.3, the sums to be paid pursuant to Section 3.2 and the adjustments, if any, to be made pursuant to Section 2.12 upon the occurrence of a casualty or condemnation prior to Closing, no other adjustments shall be includable in Tax Expenses and any refund of any tax, assessment or governmental charge received by Landlord pursuant to any Tax Protest (after any reimbursement of Landlord's and Tenant's reasonable costs if provided hereinabove) shall, made to the extent of Tenant's Share thereof, be credited against the next installment of Tenant's Tax Expenses due hereunder. In the event that the refund is more than the next installment of Tenant's Tax Expenses due, the refund shall be applied to future installments of Tenant's Direct Expenses in the order of when they become due, or in the event there is any remaining unapplied refund upon expiration or termination of this Lease, Landlord shall remit such amount to Tenant within forty-five (45) days after expiration or termination of this LeasePurchase Price.

Tax Protests. Landlord shall pay all Tax Expenses when due and payable and prior Tenant has no right to protest the time any penalty or interest may be charged in respect real estate tax rate assessed against the Project and/or the appraised value of the nonpayment thereof, and shall obtain receipted tax bills for such payments. Landlord may, however, petition for reduction of the assessed valuation of the Building and/or the Property, claim a refund of Tax Expenses or otherwise challenge the validity, amount or applicability of Project determined by any tax, assessment appraisal review board or other similar governmental charge taxing entity with authority to determine tax rates and/or appraised values (each a "Tax ProtestTaxing Authority"). In addition Tenant hereby knowingly, voluntarily and intentionally waives and releases any right, whether created by law or otherwise, to Landlord's right to pursue (a) file or otherwise protest before any Taxing Authority any such rate or value determination even though Landlord may elect not to file any such protest; (b) receive, or otherwise require Landlord to deliver, a copy of any reappraisal notice received by Landlord from any Taxing Authority; and (c) appeal any order of a Taxing Authority which determines any such protest. The foregoing waiver and release covers and includes any and all rights, remedies and recourse of Tenant, now or at any time hereafter, under Section 41.413 and Section 42.015 of the Texas Tax ProtestCode (as currently enacted or hereafter modified) together with any other or further laws, rules or regulations covering the subject matter thereof. Tenant acknowledges and agrees that the foregoing waiver and release was bargained for by Landlord and Landlord would not have agreed to enter into this Lease in the absence of this waiver and release. Notwithstanding any such waiver and release, if Tenant files or otherwise appeals any such protest, then Tenant will be in breach under this Lease. Landlord shall have the exclusive right to participate in protest the Tax Protest and to provide Landlord written notice requesting that Landlord initiate a Tax Protestreal estate tax rate assessed against the Project and/or the appraised value of the Project determined by any Taxing Authority. If Landlord does not initiate within thirty (30) days after written request by Tenant and thereafter diligently pursue a Tax ProtestHowever, Tenant shall have the right to do so and Landlord shall reasonably cooperate with Tenant, at no out-of-pocket cost to Landlord, in any such proceedings as may reasonably be required to enable Tenant to prosecute the same effectively. Any reasonable out-of-pocket costs and expenses associated with such Tax Protest shall be includable in Tax Expenses and any refund of any tax, assessment or governmental charge received by Landlord pursuant to any Tax Protest (after any reimbursement of Landlord's and Tenant's reasonable costs if provided hereinabove) shall, notwithstanding anything to the extent of Tenant's Share thereof, be credited against the next installment of Tenant's Tax Expenses due hereunder. In the event that the refund is more than the next installment of Tenant's Tax Expenses due, the refund shall be applied to future installments of Tenant's Direct Expenses contrary contained in the order of when they become due, or in the event there is any remaining unapplied refund upon expiration or termination of this Lease, Landlord shall remit upon the request of Tenant to do so from time to time, make such amount a protest. Landlord shall diligently monitor the taxes assessed against the Project as well as the assessed valuation thereof and shall seek such abatements or other tax benefits or relief for the Project in the exercise of Landlord's prudent business judgment, subject to the rights of Tenant within forty-five (45) days after expiration under the preceding sentence. Nothing contained herein shall restrict Tenant from negotiating with tax authorities to effect tax savings on property owned by Tenant or termination of this Leasetax rebates with respect to the Project.