Common use of Right of Contest Clause in Contracts

Right of Contest. Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises or Shoreside Complex. Tenant may defer payment of the contested Imposition, Prohibited Lien or compliance with the contested Law pending the outcome of such contest, provided that such deferral does not subject the Premises to risk of imminent forfeiture or Landlord to any risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 10.1 hereof. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord as owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all costs and expenses (including attorneys' fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article. Provided no Event of Default has occurred, Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheld.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises Premises; or Shoreside Complexthe validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Imposition, Prohibited Lien Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 10.1 hereof. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord as or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-attorney- in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys' fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contestcontest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this ArticleArticle XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Provided no Event Subject to the City of Default has occurredShreveport's right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheld.

Right of Contest. Tenant Notwithstanding anything to the contrary in this Agreement, Franchisee shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition Tax or Fee imposed by Law; or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises Premises, or Shoreside Complexthe validity or merit of any claim against which Franchisee is required to Indemnify Landlord under this Agreement. Tenant Franchisee shall give Landlord written notice thereof prior to the commencement of any such contest, which shall be at least thirty (30) days notice prior to delinquency. Franchisee may defer payment of the contested Imposition, Prohibited Lien Tax or Fee or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or subject Landlord to any material risk of criminal liability; that liability and provided Franchisee protects Landlord, on demand, by a good and sufficient surety bond against such tax, levy assessment, rate or government charge and from any Prohibited Lien is bonded pending costs, liability or damage arising out of such contest and thereafter removed permanently as required by Section 10.1 hereofcontest. Landlord shall not be required to join in any such contest proceedings or proceeding unless a Law shall require that such proceedings be brought in the name of the Landlord as or owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant Franchisee so as to permit such proceedings proceeding to be brought in Landlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant Franchisee shall pay all costs and expenses expense (including attorneys' fees) incident to such proceedings. Tenant Franchisee shall Indemnify Hold Harmless Landlord against such contest. Tenant Franchisee shall be entitled to any refund of any Imposition Tax or Fee (and penalties and interest paid by TenantFranchisee) based upon TenantFranchisee's prior overpayment of such Imposition, whether such refund is made during Tax or after the TermFee. Upon termination of TenantFranchisee's contest of an Impositiona Tax or Fee, Tenant Franchisee shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such ImpositionTax or Fee. Upon final termination determination of TenantFranchisee's contest of a Lawlaw, Tenant Franchisee shall comply with such final determination. Provided no Event of Default has occurredNothing shall prevent the City, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article. Provided no Event of Default has occurredas a governmental unit, Tenant's the right to contest any Imposition intervene in matters involving a Tax or a Fee levied or collected by the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheldCity as a governmental unit.

Right of Contest. Tenant shall have the right to contestMortgagor, at its sole cost and expense, by appropriate legal proceedings diligently conducted may, in good faith, contest, by proper legal actions or proceedings, the validity of any Legal Requirement or the application thereof to Mortgagor or the Mortgaged Property, or the validity or amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application claims of any Law mechanics, laborers, subcontractors, contractors or materialmen (hereinafter referred to as "CONTRACTOR'S Claims"). During the Premises pendency of any such action or Shoreside Complex. Tenant may defer proceeding, compliance with such contested Legal Requirement or payment of such contested Imposition or payment of such contested Contractor's Claim may be deferred provided that, in each case, at the contested Impositiontime of the commencement of any such action or proceeding and during the pendency of such action or proceeding: (a) no Event of Default shall exist hereunder and no other event shall have occurred which, Prohibited Lien with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, (b) adequate reserves with respect thereto are maintained on Mortgagor's books in accordance with generally accepted accounting principles and the applicable provisions of the Loan Agreement, (c) and such contest operates to suspend enforcement of compliance with the contested Law pending Legal Requirement or collection of the outcome contested Imposition or collection or enforcement of such contest, provided that such deferral does not subject the Premises to risk of imminent forfeiture or Landlord to any risk of criminal liability; that any Prohibited Lien is bonded pending contested Contractor's Claim and such contest is maintained and thereafter removed permanently as required prosecuted continuously and with diligence, and (d) during such contest Mortgagor shall post with Mortgagee cash or a bond in an amount determined by Section 10.1 hereofMortgagee from a company and in form and content acceptable to Mortgagee and provide such other security satisfactory to Mortgagee assuring the discharge of Mortgagor's such contested Imposition or Contractor's Claim and of any interest charge, cost, penalty or expense arising from such contest. Landlord Notwithstanding any such reserves or the furnishing of any bond or other security, Mortgagor promptly shall comply with any contested Legal Requirement or shall pay any contested Imposition or Contractor's Claim, and compliance therewith or payment thereof shall not be required to join deferred, if, at any time, the Mortgaged Property or any portion thereof shall be, in Mortgagee's reasonable judgment, in danger of being forfeited or lost by reason of any such contest proceedings unless a Law or Mortgagor's non-compliance with any such Legal Requirement or non-payment of any such Imposition or Contractor's Claim. If such action or proceeding is terminated or discontinued adversely to Mortgagor, Mortgagor, upon demand, shall require that such proceedings be brought in the name of Landlord as owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as deliver to permit such proceedings Mortgagee evidence satisfactory to be brought in Landlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and steadMortgagee, in any its sole discretion, of Mortgagor's compliance with such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all costs and expenses (including attorneys' fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contest. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment contested Legal Requirement or payment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article. Provided no Event of Default has occurred, Tenant's right to contest any contested Imposition or Contractor's Claim, as the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheldcase may be.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; the valuation, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises Premises; or Shoreside Complexthe validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Imposition, Prohibited Lien Imposition or compliance with the contested Law or performance of any other contested obligation pending the outcome of such contest, provided that such deferral does not subject the Premises to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 10.1 hereof. Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord as or any owner of the Fee Estate. In such case, Landlord shall cooperate with Tenant so as to permit such proceedings to be brought in Landlord's ’s name. In addition to, and without limiting, Landlord's ’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord's ’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's ’s behalf to the full extent Landlord could and in Landlord's ’s place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys' ’ fees) incident to such proceedings. Tenant shall Indemnify Landlord against such contestcontest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's ’s prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's ’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's ’s contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this ArticleArticle XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Provided no Event Subject to the City of Default has occurredShreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant's ’s right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's ’s consent, not to be unreasonably withheld.

Right of Contest. Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; any Impositions assessed against Tenant's Work or Tenant's Property (but not Impositions upon the valuationShoreside Complex, assessment or reassessment (whether proposed or final) of the Premises or Shoreside Complex for purposes of real estate taxesright to contest which shall belong exclusively to the Landlord); the validity of any Law or the application of any Law to the Premises Premises; or Shoreside Complexthe validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, Prohibited Lien or compliance with the contested Law Law, or performance of any contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 10.1 hereof11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. Landlord An Indemnitee shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord as owner of the Fee EstateIndemnitee. In such case, Landlord the Indemnitee shall cooperate with Tenant Tenant, at Tenant's sole cost and expense, so as to permit such proceedings to be brought in LandlordIndemnitee's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all costs and expenses (including attorneys' feesfees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contest) incident to such proceedingsproceedings as they are incurred. Tenant shall Indemnify Landlord Indemnitee against such contest. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article. Provided no Event of Default has occurred, Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheld.