Common use of Payment/Work Under Protest Clause in Contracts

Payment/Work Under Protest. If at any time a dispute arises regarding any amount or sum of money to be paid by one party to the other under the provisions hereof, the party against whom the obligation to pay is asserted has the right to make payment “under protest” any such payment will not be regarded as a voluntary payment. In additional the right on the part of said party to institute suit for the recovery of such sum will survive. If it is adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereof, said party will be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease, with interest thereon at the Interest Rate. If at any time a dispute arises between the parties hereto regarding any work to be performed by either of them under the provisions hereof, the party against whom the obligation to perform the work is asserted may perform such work and pay the cost thereof “under protest”. The performance of such work in no event shall be regarded as a voluntary performance, and the right on the part of said party to institute suit for the recovery of the costs of such work will survive. If it is adjudged that there was no legal obligation on the part of said party to perform the same or any part thereof, said party will be entitled to recover the cost of such work or the cost of so much thereof as said party was not legally required to perform under the provisions of this Lease, with interest thereon at the Interest Rate as may be adjusted from time-to-time. Whenever a payment is made or work is done “under protest”, as provided in this Section, the party doing so before making any such payment or doing any such work, must notify the other party in writing that it is doing so “under protest”. Landlord may collect any sum it is entitled to under this Section as additional rent, and Tenant may, if it chooses, to the extent the Landlord entity is the same entity to which the payment under protest was made, deduct any such sum from rents and many other sums thereafter becoming due hereunder from Tenant to Landlord. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written. STOCKBRIDGE 138 NEW ▇▇▇▇▇▇▇▇▇▇ LLC, a Delaware limited liability company YELP INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Vice President Title: CFO By: Name: Title: Note: The following is applicable to floors 5 through 12 EXHIBIT A ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ This Tenant Work Letter shall set forth the terms and conditions relating to the construction of the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of Articles 1 through 29 of the Office Lease to which this Tenant Work Letter is attached as Exhibit B, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portions of Sections 1 through 5 of this Tenant Work Letter.

Payment/Work Under Protest. If at any time a dispute arises regarding any amount or sum of money to be paid by one party to the other under the provisions hereof, the party against whom the obligation to pay is asserted has the right to make payment “under protest” any such payment will not be regarded as a voluntary payment. In additional the right on the part of said party to institute suit for the recovery of such sum will survive. If it is adjudged that there was no legal obligation on the part of said party to pay such sum or any part thereof, said party will be entitled to recover such sum or so much thereof as it was not legally required to pay under the provisions of this Lease, with interest thereon at the Interest Rate. If at any time a dispute arises between the parties hereto regarding any work to be performed by either of them under the provisions hereof, the party against whom the obligation to perform the work is asserted may perform such work and pay the cost thereof “under protest”. The performance of such work in no event shall be regarded as a voluntary performance, and the right on the part of said party to institute suit for the recovery of the costs of such work will survive. If it is adjudged that there was no legal obligation on the part of said party to perform the same or any part thereof, said party will be entitled to recover the cost of such work or the cost of so much thereof as said party was not legally required to perform under the provisions of this Lease, with interest thereon at the Interest Rate as may be adjusted from time-to-time. Whenever a payment is made or work is done “under protest”, as provided in this Section, the party doing so before making any such payment or doing any such work, must notify the other party in writing that it is doing so “under protest”. Landlord may collect any sum it is entitled to under this Section as additional rent, and Tenant may, if it chooses, to the extent the Landlord entity is the same entity to which the payment under protest was made, deduct any such sum from rents and many other sums thereafter becoming due hereunder from Tenant to Landlord. IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed the day and date first above written. STOCKBRIDGE 138 NEW ▇▇▇▇▇▇▇▇▇▇ LLC, a Delaware limited liability company YELP INC., a Delaware corporation By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Vice President Title: CFO By: Name: Title: Note: The following is applicable to floors 5 through 12 EXHIBIT A ▇▇14▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ This Tenant Work Letter shall set forth the terms and conditions relating to the construction of the Premises. This Tenant Work Letter is essentially organized chronologically and addresses the issues of the construction of the Premises, in sequence, as such issues will arise during the actual construction of the Premises. All references in this Tenant Work Letter to Articles or Sections of “this Lease” shall mean the relevant portions of Articles 1 through 29 of the Office Lease to which this Tenant Work Letter is attached as Exhibit B, and all references in this Tenant Work Letter to Sections of “this Tenant Work Letter” shall mean the relevant portions of Sections 1 through 5 of this Tenant Work Letter.▇