Contesting Impositions. SAMP shall have the right to contest the amount or validity, in whole or in part, of any Public Charges imposed after the Possession Date for which ▇▇▇▇ is, or is claimed to be, liable, by appropriate proceedings diligently conducted. Upon the termination of any such proceedings, SAMP shall pay the amount of such Public Charges or part thereof, if any, as finally determined in such proceedings, together with any costs, fees, including counsel fees, interest, penalties and any other liability in connection therewith. Where the Public Charge must be paid regardless of whether challenged (and thereby subject to a refund), SAMP shall timely pay those charges even if it intends to challenge. (i) The City shall not be required to join in any proceedings referred to in this Section 2.5(d) unless: a. governmental Requirements shall require that such proceedings be brought by or in the name of City; or b. the proceeding involves the assessment or attempted assessment of a real estate or ad valorem tax on the Leased Property, in which event the City shall join in such proceedings with counsel of its choice or permit the same to be brought in the City’s name, both at SAMP’s expense. c. The City shall not be subjected to any liability to pay any fees, including counsel fees, costs and expenses regarding such proceedings. SAMP agrees to pay such fees, including commercially reasonable counsel fees, costs and expenses or, on demand, to make reimbursement to the City for such payments.
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Sources: Ground Lease, Ground Lease