Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achieved, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay Lessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Imposition, (bLegal Requirement with which Lessee is required to comply pursuant to Section 5.02(b) discharge or remove any lien referred to in Paragraph 11 or 13, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b)Environmental Law under Section 5.06, or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner application, in whole or in part, of any tax, assessment or charge which compliance with Legal Requirements Lessee is obligated to be achievedpay or any lien, the amount of the damages caused therebyencumbrance or charge not permitted by Sections 2.01, 2.02, 5.02(a), 5.03 and 6.02, provided that unless Lessee has already paid such tax, assessment or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay charge (i) the commencement of such proceedings shall suspend the enforcement or collection of, thereof against or other realization upon, from Lessor and against or from the Permitted Violation so contestedPremises, (ii) neither the salePremises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeiture forfeited, attached or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violationlost, (iii) any material interference with Lessee shall have furnished such security, if any, as may be required in the use or occupancy proceedings and as may be reasonably required by Lessor (but in no event shall such additional security be required in excess of any 125% of the Leased Premisesamount in dispute and may be in the form of a letter of credit), and (iv) any interference if such contest be finally resolved against Lessee, Lessee shall promptly pay the amount required to be paid, together with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties accrued thereon. Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as reasonably may be required in any such contest. Lessee shall indemnify and save Lessor harmless against any cost or expense of any kind that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs imposed upon Lessor in connection with any such contest and shall, promptly after the final determination any loss resulting therefrom. Notwithstanding any other provision of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord this Lease to the risk of contrary, Lessee shall not be in default hereunder in respect to the compliance with any civil or criminal liability.Legal Requirement with which Lessee is obligated to comply pursuant to
Appears in 1 contract
Samples: Lease Agreement (Navarre Corp /Mn/)
Permitted Contests. (a) Notwithstanding any other provision of this LeaseLease to the contrary, after prior written notice to Landlord and Lender, Tenant shall not be required to (ai) pay any ImpositionTax, (bii) comply with any Legal Requirement, or (iii) discharge or remove any lien referred to in Paragraph 11 or 13lien, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faithfaith and at its expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (iv) the collection of, or other realization upon, the Permitted Violation Tax or lien so contested, (iiw) the sale, forfeiture forfeiture, attachment or loss of any of the Leased Premises Premises, any Basic Rent, Additional Rent, or any Non-Rent Monetary Obligations to satisfy the same or to pay any damages caused by any Permitted Violationthe violation of the same, (iiix) any material interference with the use or occupancy of any of the Leased Premises, (ivy) any interference with the payment of any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations, and (vz) the cancellation or increase in the rate of any fire or other insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of policy. In no event shall Tenant pursue any injunction, order or Legal Requirement contest with respect to the Permitted Violationany Tax, Legal Requirement, or lien referred to above in such manner that exposes Landlord, Tenant or Lender, to any criminal or civil liability, penalty or sanction. Tenant shall provide Lender or Landlord in that order, as security which is required by Law orfor such contest, if not requiredan amount of cash or bond equal to 125% of the amount being contested, which is satisfactoryor other security satisfactory in the reasonable opinion of Lender or Landlord in that order, in Landlord's reasonable judgment (which shall be basedassuring the payment, among compliance, discharge, removal or other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is correctedaction, including all Costscosts, attorneys' fees, interest and penalties penalties, in the event that may the contest is unsuccessful. No such security shall be incurred or become due required if the amount involved in connection therewiththe contest shall not exceed one tenth (1/10th) of one percent (1%) of the tangible net worth of Tenant, computed in accordance with generally accepted accounting principles consistently applied, as determined by its most recent publicly filed financial statements (10Q and 10K) if Tenant is a publicly held company. While any such proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Lender or Landlord, Landlord in that order, Lender or Landlord, as the case may be, shall not have the right to correct any Permitted Violation pay, remove or cause to be discharged the Tax, Legal Requirement or lien thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does or Lender reasonably believes that any one or more of the conditions in subdivisions (v) through (z) shall not prevent or stay such requirement as to Landlordbe prevented during the pendency of the contest. Each Tenant further agrees that each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that TenantTenant shall, so long as all of the conditions of the first sentence of this Paragraph 14 Section 18 are at all times complied with, has have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs costs (including all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest interest, costs and Costs expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No Upon such contest payment, any cash deposit shall subject Landlord be refunded and any outstanding bond shall be terminated. (b) Upon receipt of any supplemental xxxx, notice, or similar communication in connection with a property tax reassessment relating to the risk Leased Premises (in each such instance, a "Reassessment Claim"), Landlord shall within three (3) Business Days provide Notice of such Reassessment Claim to Tenant. Tenant shall have the right to directly discuss with, negotiate with, or otherwise communicate with any governmental authority or agency in connection with such a Reassessment Claim. If a power of attorney is required by any governmental authority or agency to allow Tenant to contest such Reassessment Claim, Landlord shall provide Tenant with a properly executed power of attorney. Tenant shall have the right to contest the amount or validity of any civil such Reassessment Claim by appropriate legal or criminal liabilityadministrative proceedings, conducted in good faith and with due diligence, provided that (a) Tenant complies with the provisions of Section 18(a) with respect thereto, (b) the foregoing shall in no way be construed as relieving, modifying or extending Tenant's obligation to pay any Reassessment Claim as finally determined, and (c) no part of the Leased Premises shall be in any immediate danger of sale, forfeiture, attachment or loss. Landlord agrees to join in any such proceedings if required legally to prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any costs or expenses in connection therewith) unless Tenant agrees by agreement in form and substance reasonably satisfactory to Landlord, to assume and indemnify Landlord with respect to the same. 19.
Appears in 1 contract
Permitted Contests. Notwithstanding anything in this Senior Note Mortgage to the contrary, Mortgagor, at Mortgagor's expense, may contest (after prior notice to Mortgagee) by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any other provision Imposition or lien therefor or any Legal Requirement or Insurance Requirement or the application of this Leaseany instrument of record (including, Tenant without limitation, any Superior Instrument Requirement) affecting the Trust Estate or any part thereof or any claims of holders of F,F&E Financing Agreements, mechanics, materialmen, suppliers, or vendors or lien therefor, and may withhold payment of the same pending such proceedings if permitted by law, or make payment under protest, or defer compliance with any such Legal Requirement, any such Insurance Requirement or the terms of any such instrument, and the same shall not be required to a Default hereunder; provided, that (a) pay in the case of any ImpositionImpositions or lien therefor or any claims of mechanics, materialmen, suppliers or vendors or lien therefor, such proceedings shall suspend the collection thereof from each of Mortgagor, Mortgagee, the Trustee, the Holders and the Trust Estate, (b) discharge neither the Trust Estate nor any interest therein would be in any significant danger of being sold, forfeited, or remove any lien referred to in Paragraph 11 or 13lost, (c) take such action will not result in the termination of any action with respect to any encroachmentFacility Lease, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) in the case of a Legal Requirement, neither the Holders nor Mortgagee shall be in any significant danger of any civil liability or any danger of any criminal liability, and the failure of Mortgagor to comply with such Legal Requirement shall not affect the continuance in good standing of any Legal Requirements (such Permit or result in the suspension, termination, non-compliance with renewal or material adverse modification of any Permit, and (e) in the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time case of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faithan Insurance Requirement, the existence, amount or failure of Mortgagor to comply therewith shall not affect the validity thereof or the manner in which compliance with Legal Requirements is to be achieved, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitymaintained by Mortgagor hereunder.
Appears in 1 contract
Samples: Indenture of Mortgage and Security Agreement (Trumps Castle Associates Lp)
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. In the event of such contest, Tenant shall provide Landlord security which which, together with any security that Tenant is required obligated by Law orto provide to third parties, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness)judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Applied Bioscience International Inc)
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, 13 or (cd) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations")) and may dispute or contest the same, so long as at the time of such non-compliance contest no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violationdenied. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness)judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Pemstar Inc)
Permitted Contests. (a) Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any lien referred to in any Paragraph 11 of this Lease except Paragraph 21 or 13, (cd) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance contest no Monetary Event of Default or Covenant Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.a
Appears in 1 contract
Permitted Contests. Notwithstanding any other provision of this LeaseTenant, on its own and in its own name or, if Tenant is unable to conduct such contest in its own name, then with Landlord’s prior consent (which shall not be required to unreasonably withheld or delayed), on Landlord’s behalf (a) pay or in Landlord’s name), but in all events at Tenant’s expense, may contest, by appropriate legal proceedings, conducted in good faith and with due diligence, the amount, validity or application, in whole or in part, of any Impositiondelinquent trade payable not otherwise permitted under Section 8.1.5 or any Imposition or any lien, (b) discharge attachment, levy, encumbrance, charge or remove claim not otherwise permitted by Section 12, or any lien order referred to in Paragraph 11 the first sentence of Section 36.2 provided that (i) in the case of an unpaid Imposition, lien, attachment, levy, encumbrance, charge, or 13claim, (c) take any action with respect to any encroachmentthe commencement and continuation of such proceedings shall suspend the collection thereof from Landlord and from the applicable Leased Property, violation, hindrance, obstruction or impairment and in the case of an order referred to in Paragraph 12(b)the first sentence of Section 36.2, or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time enforcement of such non-compliance no Event of Default exists and so long as Tenant order shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achieved, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contestedsuspended, (ii) neither the sale, forfeiture or loss of any of the applicable Leased Premises or Property nor any Rent therefrom nor any part thereof or interest therein would be reasonably likely to satisfy be in danger of being sold, forfeited, attached or to pay any damages caused by any Permitted Violationlost, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide indemnify and hold harmless Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held Landlord Indemnified Parties from and against any Losses incurred by Landlord, Landlord shall not have or the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs Indemnified Parties in connection with any such contest or as a result thereof, (iv) if the amount being disputed, in aggregate with all other amounts being disputed pursuant to this Section 13, exceeds $175,000, Tenant shall provide such security as may be reasonably requested by Landlord or a Facility Mortgagee to insure ultimate payment of, or compliance with, the same and to prevent any sale or forfeiture of the affected Leased Property or the Rent by reason of such non-payment or non-compliance; provided, however, the provisions of this Section 13 shall not be construed to permit Tenant to contest the payment of Rent or any other sums payable by Tenant to Landlord hereunder, (v) in the case of the contest of an Insurance Requirement, the coverage required by Section 14 shall be maintained, and (vi) if such contest is resolved against Landlord or Tenant, Tenant shall, promptly after as Additional Rent due hereunder, pay to the final determination of such contest, fully pay and discharge appropriate payee the amounts which shall be levied, assessed, charged or imposed or be determined amount required to be payable therein or in connection therewithpaid, together with all penalties, fines, interest and Costs thereof penalties accrued thereon, within 10 Business Days after such determination (or in connection within such shorter period as may be required by the terms of any applicable court order, settlement agreement or other determination), and otherwise comply therewith, and perform all acts within any cure period allowed therefor by the performance of which applicable agency or authority (or if no such cure period shall be ordered allowed or decreed specified by the applicable agency or authority, promptly and diligently following the effective date of such determination); provided, however, that this clause (vi) is not intended, and shall not be construed, to afford Tenant any cure or grace period beyond the effective date of any final unappealable determination. Landlord, at Tenant’s expense, shall execute and deliver to Tenant such authorizations and other documents as may reasonably be required in any such contest if necessary to conduct such contest, and, if reasonably requested by Tenant (and necessary to conduct such contest) or if Landlord so desires, shall join as a result thereofparty therein. No such contest shall subject Landlord to the risk The terms of any civil or criminal liability.this
Appears in 1 contract
Samples: Master Lease Agreement (Assisted Living Concepts Inc)
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) comply with any Legal Requirement, (c) discharge or remove any lien referred to in Paragraph 11 or 13, or (cd) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations")) and may dispute or contest the same, so long as at the time of such non-compliance contest no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide to Landlord security which a bond in such amount as is reasonably required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, corrected (including all Costs, any interest and penalties that may be have been incurred or become due in connection therewith), and any and all Costs incurred by Landlord in connection therewith shall be payable by Tenant upon Landlord's demand as Additional Rent. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security such bond is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Upon the discharge of any applicable Permitted Violation, Landlord shall promptly thereafter return the required bond to Tenant. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest ontest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Permitted Contests. Notwithstanding any other provision a. So long as no Event of this LeaseDefault has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (ai) pay any Imposition, (bii) comply with any Legal Requirement, (iii) discharge or remove any lien Lien referred to in Paragraph 11 Paragraphs 9 or 1312, or (civ) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment violation referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"11(b), so long as (A) in the event the matter at hand is in respect of a liability exceeding Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) Tenant shall first deposit (pursuant to a commercially reasonable written agreement) with Lender (or Landlord if there is no Lender) cash, a bond, or other security acceptable to Lender in the time amount of such non-compliance 125% of the amount (or reasonably estimated amount, if no Event of Default exists exact amount is ascertainable) to be contested by Tenant, and so long as (B) Tenant shall contest, in good faithfaith and at its expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's ’s liability therefor therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i1) the collection of, or other realization upon, the Permitted Violation Imposition or Lien so contested, (ii2) the sale, forfeiture or loss of any of the Leased Premises Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Permitted Violationsuch Legal Requirement or by any such violation, (iii3) any material interference with the use or occupancy of any of the Leased Premises, (iv4) any interference with the payment of any Basic Rent or any Additional Rent, (v5) any such contest and/or settlement shall not result in the increase in the Impositions due or result in greater liability (other than any interest, penalty or the like to be paid by Tenant if the contest is unsuccessful) with respect to any Legal Requirement and (6) the cancellation or increase in the rate of any fire or other insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitypolicy.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Axcelis Technologies Inc)
Permitted Contests. Notwithstanding any other provision of this LeaseAfter prior written notice to the ------------------ Beneficiary, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b)the Trustor at its expense may contest, or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred cause to collectively as "Permitted Violations")be contested, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, by appropriate action conducted in good faith, the existence, amount or validity or application, in whole or in part, of any Imposition, Legal Requirement or Insurance Requirement or lien of a mechanic, materialman, supplier or vendor (including, without limitation, any lien of any mechanic, materialman, supplier or vendor arising from alterations or additions performed by the Trustor pursuant to the provisions of Section 1.12), provided that, (a) in the case of ------------ -------- ---- an unpaid Imposition, lien, encumbrance or charge, such proceedings shall suspend the collection thereof or from the manner in which compliance with Legal Requirements is to be achievedTrustor, the amount of Beneficiary, and the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay Collateral (i) the collection of, including any rent or other realization upon, the Permitted Violation so contested, (iiincome therefrom) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference and shall not interfere with the payment of any Rentsuch rent or income, (vb) neither the cancellation Collateral nor any rent or increase other income therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, lost or interfered with, (c) in the rate case of any insurance policy or a statement by Legal Requirement, neither the carrier that coverage will Trustor nor the Beneficiary would be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk danger of any civil or criminal liability.liability for failure to comply therewith, (d) the Trustor shall have furnished such security, if any, as may be required in the proceedings or as may be requested by the Beneficiary, (e) the non-payment of the whole or any part of any Imposition will not result in the delivery of a tax deed to the Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be paid with respect to the Secured Obligations or under this Deed of Trust (other than any unpaid Imposition, lien, encumbrance or charge at the time being contested in accordance with this Section 1.8) shall not be interfered with or otherwise ----------- affected, and (g) in the case of any Insurance Requirement, the failure of the Trustor to comply therewith shall not affect the validity of any insurance required to be maintained by the Trustor under Section 2.1. -----------
Appears in 1 contract
Samples: Credit Agreement (Aristotle Corp)
Permitted Contests. Notwithstanding any other provision (a) So long as no Event of this LeaseDefault has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (ai) pay any Imposition, (bii) comply with any Legal Requirement, (iii) discharge or remove any lien Lien referred to in Paragraph 11 Paragraphs 9 or 1312, or (civ) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment violation referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"11(b), so long as (A) in the event the matter at hand is in respect of a liability exceeding Two Hundred Fifty Thousand and 00/100 Dollars ($250,000) Tenant shall first deposit (pursuant to a commercially reasonable written agreement) with Lender (or Landlord if there is no Lender) cash, a bond, or other security acceptable to Lender in the time amount of such non-compliance 125% of the amount (or reasonably estimated amount, if no Event of Default exists exact amount is ascertainable) to be contested by Tenant, and so long as (B) Tenant shall contest, in good faithfaith and at its expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's ’s liability therefor therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i1) the collection of, or other realization upon, the Permitted Violation Imposition or Lien so contested, (ii2) the sale, forfeiture or loss of any of the Leased Premises Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Permitted Violationsuch Legal Requirement or by any such violation, (iii3) any material interference with the use or occupancy of any of the Leased Premises, (iv4) any interference with the payment of any Basic Rent or any Additional Rent, (v5) any such contest and/or settlement shall not result in the increase in the Impositions due or result in greater liability (other than any interest, penalty or the like to be paid by Tenant if the contest is unsuccessful) with respect to any Legal Requirement and (6) the cancellation or increase in the rate of any fire or other insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitypolicy.
Appears in 1 contract
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d12(d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "“Permitted Violations")”) and may dispute or contest the same, so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's ’s liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violationdenied. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's ’s reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness)judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law Law to correct such Permitted Violation and Tenant's ’s contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Permitted Contests. Notwithstanding any other provision of this Lease(a) After prior written notice to Landlord and Lender, Tenant shall not be required to (ai) pay any Imposition, (bii) comply with any Legal Requirement, (iii) discharge or remove any lien referred to in Paragraph 11 Paragraphs 10 or 13, or (civ) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment violation referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faithfaith and at its sole cost and expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor therefor, by appropriate proceedings which which, as a condition to Tenant's right to contest the same pursuant to this Paragraph 19, shall operate during the pendency thereof to prevent or stay (iA) the collection of, or other realization upon, the Permitted Violation Imposition or lien so contested, (iiB) the sale, forfeiture or loss of any of the Leased Premises Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages damages, fines or penalties caused by the violation of any Permitted Violationsuch Legal Requirement, (iiiC) any material interference with the use or occupancy of any of the Leased Premises, (ivD) any interference with the payment of any RentBasic Rent or any Additional Rent or other sums payable hereunder, and (vE) the cancellation or increase in the rate of any fire or other insurance policy policy. Upon the request of Landlord or a statement by Lender, at the carrier that coverage will be denied time of commencement of or (vi) the enforcement or execution of at any injunctiontime during any such contest, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide to Landlord security which is required by Law or, if not required, which is satisfactory, and Lender a letter of credit or a bond of a surety acceptable to Landlord and Lender in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), amount satisfactory to assure that such Permitted Violation is corrected, including all Costs, interest Landlord and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilityLender.
Appears in 1 contract
Samples: Lease Agreement (Griffin-American Healthcare REIT III, Inc.)
Permitted Contests. Notwithstanding After prior written notice to the ------------------ Mortgagee, the Mortgagor at its expense may contest, or cause to be contested, by appropriate legal proceedings conducted in good faith and with due diligence, the amount or validity or application, in whole or in part, of any other provision Imposition, Legal Requirement or Insurance Requirement or lien of this Leasea mechanic, Tenant shall not be required to materialman, supplier or vendor, provided that, (a) pay any in the case of an unpaid Imposition, (b) discharge -------- ---- lien, encumbrance or remove any lien referred to in Paragraph 11 or 13charge, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with proceedings shall suspend the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at collection thereof from the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faithMortgagor, the existenceMortgagee, amount or validity thereof or and the manner in which compliance with Legal Requirements is to be achieved, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay Collateral (i) the collection of, including any rent or other realization upon, the Permitted Violation so contested, (iiincome therefrom) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference and shall not interfere with the payment of any Rentsuch rent or income, (vb) neither the cancellation Collateral nor any rent or increase other income therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, lost, impaired or interfered with, (c) in the rate case of any insurance policy or a statement by Legal Requirement, neither the carrier that coverage will Mortgagor nor the Mortgagee would be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk danger of any civil or criminal liability.liability for failure to comply therewith, (d) the Mortgagor shall have furnished such security, if any, as may be required in the proceedings or as may be reasonably requested by the Mortgagee, (e) the non- payment of the whole or any part of any Imposition will not result in the delivery of a tax deed to the Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be paid with respect to any of the Term Notes or under this Mortgage (other than any unpaid Imposition, lien, encumbrance or charge at the time being contested in accordance with this Section 1.8) shall not be interfered with or otherwise affected, (g) in the case ----------- of any Insurance Requirement, the failure of the Mortgagor to comply therewith shall not affect the validity of any insurance required to be maintained by the Mortgagor under
Appears in 1 contract
Samples: Jorgensen Earle M Co /De/
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so So long as Tenant shall contest, in good faithfaith and at its expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor therefor, by appropriate proceedings which proceedings, Tenant shall operate not be required to (i) pay any Imposition or any claim by any contractor or vendor; (ii) comply with any statute, law, rule, order, regulation or ordinance; or (iii) obtain any waivers or settlements or make any changes to take any action with respect to any encroachment, hindrance, obstruction, violation or impairment involving the Premises, provided that (A) during the pendency thereof to prevent or stay of the contest there is prevented (i1) the collection ofimposition (or if imposed, the continued existence) on the Premises, or other realization uponany part thereof, or on the Permitted Violation so contestedMinimum Rent or any Additional Rent owing to Landlord, or any portion thereof, of any levy, lien, encumbrance or charge; except to the extent the imposition or continued existence thereof is permitted pursuant to Section 15(b); (ii2) the sale, forfeiture or loss of any of the Leased Premises Premises, or any part thereof, or the Minimum Rent or any Additional Rent owing to satisfy Landlord, or to pay any damages caused by any Permitted Violation, portion thereof; (iii3) any material interference with the use or occupancy of the Premises or any of the Leased Premises, part thereof; and (iv4) any interference with the payment of the Minimum Rent or any Additional Rent, or any portion thereof, (vB) the cancellation Tenant provides to Landlord such security against any such lien, encumbrance or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, charge as Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation reasonably request and Tenant's contest does not prevent or stay such requirement as to Landlord. Each (C) such contest shall be promptly not subject any Indemnified Party to the risk of any civil or criminal liability. Tenant further agrees that it shall promptly, with due diligence and diligently prosecuted by Tenant in good faith, in a commercially reasonable manner, prosecute each such contest to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay in accordance with and subject to the limitations set forth in Section 14, indemnify and hold harmless the Indemnified Parties against, any and all losses, judgments, decrees and Costs Damages in connection with any such contest and shall, promptly after the final settlement, compromise or determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with will all penalties, fines, interest interests, costs and Costs expenses thereof or in connection therewith, and perform all acts acts, the performance of which shall be ordered or decreed as a result thereof. No such contest ; provided, however, that nothing herein contained shall subject be construed to require Tenant to pay or discharge any lien, encumbrance or other charge created by any act or failure to act of Landlord to or the risk payment of any civil or criminal liabilitywhich by Tenant is not otherwise required hereunder.
Appears in 1 contract
Samples: Nine West Group Inc /De
Permitted Contests. Notwithstanding any other provision (a) So long as no Event of this LeaseDefault has occurred and is continuing, after prior written notice to Landlord, Tenant shall not be required to (ai) pay any Imposition, (bii) comply with any Legal Requirement, (iii) discharge or remove any lien Lien referred to in Paragraph 11 Paragraphs 9 or 1312, or (civ) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment violation referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"11(b), so long as at (A) during any time that Tenant’s Tangible Net Worth shall not equal or exceed the time Tangible Net Worth Threshold, Tenant shall first deposit with Lender (or Landlord if there is no Lender) cash, a bond, or other security acceptable to Lender in the amount of 125% of the amount to be contested by Tenant (unless as a condition of such non-compliance no Event of Default exists contest, such monies shall already have been paid by Tenant), and so long as (B) Tenant shall contest, in good faithfaith and at its expense, the existence, the amount or the validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's ’s liability therefor therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i1) the collection of, or other realization upon, the Permitted Violation Imposition or Lien so contested, (ii2) the sale, forfeiture or loss of any of the Individual Leased Premises Premises, any Basic Rent or any Additional Rent to satisfy the same or to pay any damages caused by the violation of any Permitted Violationsuch Legal Requirement or by any such violation, (iii3) any material interference with the use or occupancy of any of the Individual Leased Premises, (iv4) any interference with the payment of any Basic Rent or any Additional Rent, (v5) any such contest and/or settlement shall not result in the increase in the Impositions due or result in greater liability with respect to any Legal Requirement and (6) the cancellation or increase in the rate of any fire or other insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liabilitypolicy.
Appears in 1 contract
Samples: Master Lease Agreement (CVSL Inc.)
Permitted Contests. Notwithstanding Except to the extent otherwise provided in Section 13.4(b) of the Participation Agreement regarding Impositions and other Taxes, if, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any other provision of this LeaseApplicable Law or any Lien, Tenant encumbrance, levy, attachment or encroachment relating to any Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee, or (b) compliance with such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, Lessee shall not be required to (a) pay any Imposition, (b) discharge comply with such Applicable Law or remove any lien referred to in Paragraph 11 or 13discharge such Lien, (c) take any action with respect to any encroachmentencumbrance, violationlevy, hindrance, obstruction attachment or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists encroachment but only if and so long as Tenant any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall contestnot (in the reasonable opinion of the Lessor) involve (A) any risk of criminal liability being imposed on the Lessor, in good faith, the existence, amount or validity thereof any Investor or the manner in which compliance with Legal Requirements is Arranger for failure to be achieved, the amount comply therewith or (B) any material risk of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i1) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the saleforeclosure, forfeiture or loss of any Property, or any material part thereof, or (2) the nonpayment of Rent or (C) any substantial risk of (1) the creation of any Lien (other than a Permitted Property Lien) on any part of any Property, (2) civil liability being imposed on the Lessor, any Investor, the Arranger or any Property unless, in the case of any risk of such civil liability being imposed on a Property, the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any material respect. The Lessor shall not be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires or, in the good faith opinion of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted ViolationLessee, (iii) any material interference with it is advisable for the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness), to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination prosecution of such contest, fully pay that such proceedings be brought by or in the name of such party; and discharge in that event the amounts which shall be levied, assessed, charged Lessor will join in the proceedings or imposed permit them or be determined any part thereof to be payable therein or brought in connection therewith, together with all penalties, fines, interest its name if and Costs thereof or in connection therewithso long as (i) no Lease Default shall have occurred and be continuing, and perform (ii) the Lessee pays all acts related expenses and indemnifies the performance of which shall be ordered or decreed as a result thereof. No Lessor with respect to such contest shall subject Landlord to the risk of any civil or criminal liabilityproceedings.
Appears in 1 contract
Samples: Itt Industries Inc
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violationdenied. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness)judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the 19 requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Permitted Contests. Notwithstanding any other provision of this Lease, Tenant shall not be required to (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or 13, 13 or (c) take any action with respect to any encroachment, violation, hindrance, obstruction or impairment referred to in Paragraph 12(b), or (d) comply with any Legal Requirements (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such non-compliance contest no Event of Default exists and so long as Tenant shall contest, in good faith, the existence, amount or validity thereof or the manner in which compliance with Legal Requirements is to be achievedthereof, the amount of the damages caused thereby, or the extent of its or Landlord's liability therefor by appropriate proceedings which shall operate during the pendency thereof to prevent or stay (i) the collection of, or other realization upon, the Permitted Violation so contested, (ii) the sale, forfeiture or loss of any of the Leased Premises or any Rent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any material interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (v) the cancellation or increase in the rate of any insurance policy or a statement by the carrier that coverage will be denied or (vi) the enforcement or execution of any injunction, order or Legal Requirement with respect to the Permitted Violationdenied. Tenant shall provide Landlord security which is required by Law or, if not required, which is satisfactory, in Landlord's reasonable judgment (which shall be based, among other things, on an analysis of Tenant's creditworthiness)judgment, to assure that such Permitted Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any proceedings which comply with the requirements of this Paragraph 14 are pending and the required security is held by Landlord, Landlord shall not have the right to correct any Permitted Violation thereby being contested unless Landlord is required by law to correct such Permitted Violation and Tenant's contest does not prevent or stay such requirement as to Landlord. Each such contest shall be promptly and diligently prosecuted by Tenant to a final conclusion, except that Tenant, so long as the conditions of this Paragraph 14 are at all times complied with, has the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all losses, judgments, decrees and Costs in connection with any such contest and shall, shall promptly after the final determination of such contest, fully pay and discharge the amounts which shall be levied, assessed, charged or imposed or be determined to be payable therein or in connection therewith, together with all penalties, fines, interest and Costs thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. No such contest shall subject Landlord to the risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Input Output Inc)
