Contests; etc Clause Samples
The "Contests; etc" clause defines the rules and procedures for handling disputes, challenges, or competitions related to the agreement or its subject matter. Typically, this clause outlines how parties should initiate a contest, the process for resolving disagreements—such as through arbitration, mediation, or other dispute resolution mechanisms—and any relevant timelines or requirements. Its core practical function is to provide a clear, structured method for addressing and resolving conflicts, thereby minimizing uncertainty and reducing the risk of prolonged or disruptive disputes.
Contests; etc. If any claim is made against any Indemnified Person or if any proceeding is commenced against any Indemnified Person (including a written notice of such proceeding) for any Taxes as to which Charterer has an indemnity obligation pursuant to Article 17(a), such Indemnified Person shall promptly notify Charterer and shall not take any action with respect to such claim without the consent of Charterer for thirty (30) days after such notice; provided, however, that if such Indemnified Person shall be required by law or regulation to take action with respect to any such claim prior to the end of such thirty (30) day period, such Indemnified Person shall, in such notice to Charterer, so inform Charterer, and such Indemnified Person shall not take any action with respect to such claim without the consent of Charterer before the date on which such Indemnified Person shall be required to take action. Without prejudice to any other rights Charterer may have in connection therewith (including, without limitation, any claim for damages for a failure to give notice specified in the preceding sentence), the parties agree that the failure to provide such notice shall not affect Charterer’s obligations hereunder to any Indemnified Person except to the extent such failure materially adversely affects Charterer’s ability to contest such claim. If reasonably requested by Charterer in writing and upon the reasonable determination by such Indemnified Person that the action to be taken will not result in any substantial risk of the imposition of a lien on or the forfeiture of any Vessel or any part thereof, such Indemnified Person shall, upon receipt of indemnity reasonably satisfactory to it (provided, that the Guarantee of TECO Energy and TECO Transport shall be deemed to be a reasonably satisfactory indemnity) and at the expense of Charterer (including, without limitation, all reasonable costs, expenses, attorneys’ and accountants’ fees and disbursements, penalties and interest), in good faith contest the validity, applicability or amount of such Taxes (including, without limitation, by pursuit of administrative and judicial appeals) by, in such Indemnified Person’s sole discretion, after considering in good faith the views of Charterer and its counsel, (i) resisting payment thereof; (ii) not paying the same except under protest, if protest is necessary and proper; or (iii) if payment is made, using reasonable efforts to obtain a refund thereof in appropriate administrative ...
Contests; etc. The provisions of Section 29(b)(iii) (relating to tax savings) and 29(b)(iv) (relating to contests) of this Agreement shall apply, mutatis mutandis, with respect to any Sublessor Inclusion.