Common use of Challenges and Refunds Clause in Contracts

Challenges and Refunds. Only Landlord shall be eligible to institute tax certiorari or other proceedings to reduce the assessed value of the Unit or any portion thereof. If, subsequent to the date of the Tax Statement or BID Statement for any Tax Year in which Tenant is required to make a Tenant’s Tax Payment or Tenant’s BID Payment hereunder, Landlord shall receive a refund of (a) Taxes and/or (b) any BID Assessment, Landlord, at its option, shall, subject to the last sentence of Section 4.02B(ii) or 4.02C(ii) hereof, as applicable, either pay to Tenant within thirty (30) days after receipt by Landlord, or allow Tenant a credit against subsequent payments of Rent (but following the expiration or earlier termination of this Lease, Landlord shall, subject to the last sentence of Section 4.02B(ii) or 4.02C(ii) hereof, as applicable, pay to Tenant) an amount equal to the applicable Tenant’s Proportionate Tax Share of such reduction or refund in respect of Taxes and/or the BID Assessment, as applicable, after deducting from such refund (to the extent not already netted out of the net refund) the reasonable costs and expenses incurred by Landlord in obtaining the same, but the amount of such refund or credit to Tenant shall not exceed Tenant’s Tax Payment or Tenant’s BID Payment theretofore paid for such Tax Year. Landlord shall institute, and in good faith prosecute (which shall include the right of Landlord to reasonably settle any such proceeding), tax certiorari proceedings with respect to the Unit with respect to each Tax Year after the first Base Tax Year for any Premises Portion (a “Tax Contest”); provided, however, that Landlord shall not be required to initiate or pursue any Tax Contest for any such Tax Year if Landlord obtains with respect to such Tax Year a letter from a reputable certiorari attorney or consultant stating that in such person’s opinion it would not be advisable or productive to bring such a Tax Contest for the applicable Tax Year. Landlord shall not at any time propose or accept any settlement, compromise or other disposition of a proceeding relating to Taxes or BID Assessment which (i) favors other property of Landlord (or any Affiliate of Landlord) at the expense of the Unit or (ii) as part of a multi-year settlement, inequitably reduces any Base Year Taxes as compared to other Tax Years involved in such settlement. Tenant shall pay to Landlord within thirty (30) days after being billed therefor, the aggregate applicable Tenant’s Proportionate Tax Share of any actual out-of-pocket expenses reasonably incurred by Landlord in contesting in good faith any items comprising Taxes or a BID Assessment and/or the assessed value of the Unit to the extent that such expenses have not theretofore been recovered by Landlord pursuant to this Lease.

Challenges and Refunds. Only Landlord shall be eligible to institute tax certiorari or other proceedings to reduce the assessed value of the Unit or any portion thereof. If, subsequent to the date of the Tax Statement or BID Statement for any Tax Year in which Tenant is required to make a Tenant’s Tax Payment or Tenant’s BID Payment hereunderYear, Landlord shall receive a refund of (a) Taxes or any component thereof for any Tax Year after the Tax Base Year, (b) the RTS Taxes or any component thereof for any Tax Year in which Tenant is required to pay the RTS Taxes, and/or (bc) any BID Assessment, Landlord, at its option, shall, subject to the last sentence of Section 4.02B(ii) or 4.02C(ii4.02D(ii) hereof, as applicable, either pay to Tenant within thirty (30) days after receipt by Landlord, or allow Tenant a credit against subsequent payments of Rent (but following the expiration or earlier termination of this Lease, Landlord shall, subject to the last sentence of Section 4.02B(ii) or 4.02C(ii4.02D(ii) hereof, as applicable, pay to Tenant) an amount equal to the applicable Tenant’s Proportionate Tax Share (which, for the purposes of subparagraphs (i), (ii) and (iii) of this Section 4.02E as it relates solely to the RTS Taxes, shall mean 100%) of such reduction or refund in respect of Taxes, the RTS Taxes and/or the BID Assessment, as applicable, after deducting from such refund (to the extent not already netted out of the net refund) the reasonable costs and expenses incurred by Landlord in obtaining the same, but the amount of such refund or credit to Tenant shall not exceed Tenant’s Tax Payment or Tenant’s BID Payment theretofore paid for such Tax Year. Landlord shall institute, and in good faith prosecute (which shall include the right of Landlord to reasonably settle any such proceeding), tax certiorari proceedings with respect to the Unit with respect to each Tax Year after the first Base Tax Year for any Premises Portion (a “Tax Contest”); provided, however, that Landlord shall not be required to initiate or pursue any Tax Contest for any such Tax Year if Landlord obtains with respect to such Tax Year a letter from a reputable certiorari attorney or consultant stating that in such person’s opinion it would not be advisable or productive to bring such a Tax Contest for the applicable Tax Year. Landlord shall not at any time propose or accept any settlement, compromise or other disposition of a proceeding relating to Taxes or BID Assessment which (i) favors other property of Landlord (or any Affiliate of Landlord) at the expense of the Unit or (ii) as part of a multi-year settlement, inequitably reduces any the Base Year Taxes as compared to other Tax Years involved in such settlement. Tenant shall pay to Landlord within thirty (30) days after being billed therefor, the aggregate applicable Tenant’s Proportionate Tax Share of any actual out-of-pocket expenses reasonably incurred by Landlord in contesting in good faith any items comprising Taxes, the RTS Taxes or a BID Assessment and/or the assessed value of the Unit to the extent that such expenses have not theretofore been recovered by Landlord pursuant to this Lease.