Contest Rights. In the event that any Tax Indemnitee receives any written notice of any potential claim or proposed adjustment against such Tax Indemnitee that would result in a Tax Loss or a Tax against which Lessee may be required to indemnify pursuant to Section 39(a) or 39(b) (a "TAX CLAIM"), such Tax Indemnitee will promptly notify Lessee of the claim and provide Lessee with information relevant to such claim; provided, that the failure by the Tax Indemnitee to provide any such information will not be treated as a failure to comply with this Section 39(d) unless the failure materially prejudices the conduct of such contest. With respect to Taxes indemnified under Section 39(b), Lessee will control the contest at Lessee's expense. With respect to Taxes indemnified under Section 39(a), the Tax Indemnitee will control the contest at Lessee's expense but will consult with Lessee in good faith, but Lessee may require the Tax Indemnitee to contest such Tax Claim at Lessee's expense and, in that event, the Tax Indemnitee will consult with Lessee in good faith, but the Tax Indemnitee will retain ultimate control over such contest. The Tax Indemnitee will not be obligated to contest any Tax Claim unless (i) in the case of a contest with respect to federal income Taxes, prior to taking the first such required action, Lessee will have furnished to the Tax Indemnitee an opinion of a nationally recognized, independent tax counsel chosen by Lessee and reasonably acceptable to the Tax Indemnitee to the effect that there is a reasonable basis as defined in Treas. Reg. Section 1.6662-3(b)(3) as in effect (on the Effective Date) for the position to be asserted in contesting the matter in question, (ii) no event of default by Lessee under this Agreement will have occurred and be continuing, (iii) such contest does not involve a material risk to the Tax Indemnitee of sale, forfeiture, or loss of, or the creation of any lien on, any of the Leased Property or the imposition of criminal penalties and (iv) if Lessee reasonably requests, and the Tax Indemnitee elects to pursue, a contest that requires payment of the Tax as a condition to pursuing the contest, Lessee will loan, on an interest-free basis, sufficient funds to the Tax Indemnitee to pay the Tax and any interest or penalties due on the date of payment, and will fully indemnify the Tax Indemnitee for any adverse Tax consequences resulting from such advance. The Tax Indemnitee will not make, accept, or enter into a settlement or oth...
Contest Rights. The Borrower may secure the right to contest Impositions and construction, mechanics’ or materialmen’s liens, through appropriate proceedings conducted in good faith, by either (A) depositing with the Lender an amount equal to one hundred twenty five percent (125%) of the amount of the Imposition or the lien, or (B) obtaining and maintaining in effect a bond issued by a surety acceptable to the Lender, in an amount equal to the greater of (i) the amount of a required deposit under clause (A) above and (ii) the amount required by the surety or by the court in order to obtain a court order staying the foreclosure of the lien pending resolution of the dispute, and releasing the lien of record. The proceeds of such a bond must be payable directly to the Lender. The surety issuing such a bond must be acceptable to the Lender in its reasonable discretion. After such a deposit is made or bond issued, the Borrower shall promptly commence the contest of the lien and continuously pursue that contest in good faith and with reasonable diligence. If the contest of the related Imposition or lien is unsuccessful, any deposits or bond proceeds shall be used to pay the Imposition or to satisfy the obligation from which the lien has arisen. Any surplus shall be refunded to the Borrower.
Contest Rights. Within five (5) Business Days of receipt of any invoice, Host Customer shall notify System Owner in writing in accordance with Section 20.2 of any portion of the invoiced amount that Host Customer has a reasonable basis to dispute and the basis for such Dispute. Any such Dispute will be governed by Section 20.1 below.
Contest Rights. In the event any claim, action, proceeding or suit is brought against any Indemnified Party with respect to which the SPV would be required to indemnify such Indemnified Party for Taxes under Section 9.1, Section 9.2 or Section 9.3, such Indemnified Party shall promptly give notice or any such claim, action, proceeding or suit to the SPV. The SPV may, at the SPV’s sole cost and expense, resist and defend such action, suit or proceeding in the name of the Indemnified Party (or in the name of the SPV if legally entitled to do so), or cause the same to be resisted or defended by counsel selected by the SPV and reasonably satisfactory to such Indemnified Party.
Contest Rights. Tenant may, in good faith (and wherever necessary, in the name of, Landlord) contest the validity of any Legal Requirements and, pending the determination of such contest, may postpone compliance therewith. In the event of any such contest, Tenant shall prevent any lien related to such contest from attaching to the Premises, and Landlord shall have the right to require Tenant to post a bond or other security in connection with such contest.
Contest Rights. If any claim is made against Lessor or Lessor is otherwise liable, for any Taxes which Lessee is required to pay or indemnify against pursuant to this Agreement, Lessor shall, promptly upon becoming aware of the same, notify Lessee in writing. If reasonably requested by Lessee in a written notice to Lessor, Lessor and Lessee shall (at the cost of Lessee) seek the opinion of a reputable independent tax accountant or counsel in the relevant jurisdiction or jurisdictions acceptable to Lessor. If in the opinion of such accountant or counsel, a contest of the claim has merit and a substantial chance of success, then to the extent that there are means available by which to do so, Lessor shall in good faith take such action as Lessee may reasonably request to contest (including pursuing all administrative and one level of judicial appeals) the validity, applicability or amount of such claim for taxes and shall:
Contest Rights. (a) The Company shall exert its best efforts to inform each Class A Holder, either orally or in writing, of any requests received by the Company for information from, or potential claims by, the U.S. Internal Revenue Service regarding any matter that could result in liability to any Class A Holder under Section 10.5 hereof.
Contest Rights. A Party who has "contest rights" with respect to an asserted Tax liability or a refund claim shall have the right (but not the obligation), at its own expense, to negotiate, settle or contest such asserted Tax liability or refund claim, in its own name or in the name of the other party or its Affiliates, as appropriate, all in accordance with the terms of this Section 12(d). Such contest rights shall include, but not be limited to, the determination (x) whether any action shall initially be by way of judicial or administrative proceedings, or both, (y) whether any such asserted Tax liability shall be contested by resisting payment thereof or by paying the same and seeking a refund thereof and (z) if judicial action is undertaken, the court or other judicial body before which such action shall be commenced.
Contest Rights. (a) Each Indemnitee shall exert its best -------------- efforts to inform the Company, either orally or in writing, of any requests received by such Indemnitee for information from, or potential claims by, the U.S. Internal Revenue Service regarding the U.S. taxation of a Company Purchase or Supplementary Payment.
Contest Rights. The Association member has the right to file a grievance concerning violations of this Article and shall be entitled to all legal rights that Association members have with regard to tests ordered under this Article. Any employee whose drug/alcohol screen is confirmed positive shall have an opportunity at the appropriate stage of the disciplinary process to refute said results.
