Common use of Right of Contest Clause in Contracts

Right of Contest. Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Prohibited Lien; any Impositions assessed against Tenant's Work or Tenant's Property (but not Impositions upon the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord); the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, or compliance with the contested Law, or performance of any contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. An Indemnitee shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of the Indemnitee. In such case, the Indemnitee shall cooperate with Tenant, at Tenant's sole cost and expense, so as to permit such proceedings to be brought in Indemnitee's name. Tenant shall pay all costs and expenses (including attorneys' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contest) incident to such proceedings as they are incurred. Tenant shall Indemnify Indemnitee against such contest. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; any Impositions assessed against Tenant's Work the valuation, assessment or Tenant's Property reassessment (but not Impositions upon whether proposed or final) of the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord)Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, Imposition or compliance with the contested Law, Law or performance of any other contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. An Indemnitee Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any owner of the IndemniteeFee Estate. In such case, the Indemnitee Landlord shall cooperate with Tenant, at Tenant's sole cost and expense, Tenant so as to permit such proceedings to be brought in Indemnitee's Landlord’s name. In addition to, and without limiting, Landlord’s obligations under the preceding sentence, Landlord appoints Tenant as Landlord’s attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord’s behalf to the full extent Landlord could and in Landlord’s place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contest’ fees) incident to such proceedings as they are incurredproceedings. Tenant shall Indemnify Indemnitee Landlord against such contestcontest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant’s prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant’s contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's ’s contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport’s right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant’s right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant’s consent, not to be unreasonably withheld.

Right of Contest. Tenant shall have the right to contestMortgagor, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Prohibited Lien; any Impositions assessed against Tenant's Work or Tenant's Property (but not Impositions upon the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord); the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, or compliance with the contested Law, or performance of any contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. An Indemnitee shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of the Indemnitee. In such case, the Indemnitee shall cooperate with Tenant, at Tenant's sole cost and expense, so may, in good faith, contest, by proper legal actions or proceedings, the validity of any Legal Requirement or the application thereof to Mortgagor or the Mortgaged Property, or the validity or amount of any Imposition or the validity of the claims of any mechanics, laborers, subcontractors, contractors or materialmen (hereinafter referred to as "CONTRACTOR'S Claims"). During the pendency of any such action or proceeding, compliance with such contested Legal Requirement or payment of such contested Imposition or payment of such contested Contractor's Claim may be deferred provided that, in each case, at the time of the commencement of any such action or proceeding and during the pendency of such action or proceeding: (a) no Event of Default shall exist hereunder and no other event shall have occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, (b) adequate reserves with respect thereto are maintained on Mortgagor's books in accordance with generally accepted accounting principles and the applicable provisions of the Loan Agreement, (c) and such contest operates to permit suspend enforcement of compliance with the contested Legal Requirement or collection of the contested Imposition or collection or enforcement of such proceedings contested Contractor's Claim and such contest is maintained and prosecuted continuously and with diligence, and (d) during such contest Mortgagor shall post with Mortgagee cash or a bond in an amount determined by Mortgagee from a company and in form and content acceptable to be brought in IndemniteeMortgagee and provide such other security satisfactory to Mortgagee assuring the discharge of Mortgagor's name. Tenant shall pay all costs such contested Imposition or Contractor's Claim and expenses (including attorneys' fees for Tenant and for separate counsel for Indemniteeof any interest charge, if Indemnitee is required to join in such contest) incident to such proceedings as they are incurred. Tenant shall Indemnify Indemnitee against cost, penalty or expense arising from such contest. Upon final termination Notwithstanding any such reserves or the furnishing of Tenant's contest of a Lawany bond or other security, Tenant Mortgagor promptly shall comply with any contested Legal Requirement or shall pay any contested Imposition or Contractor's Claim, and compliance therewith or payment thereof shall not be deferred, if, at any time, the Mortgaged Property or any portion thereof shall be, in Mortgagee's reasonable judgment, in danger of being forfeited or lost by reason of any such final determinationcontest or Mortgagor's non-compliance with any such Legal Requirement or non-payment of any such Imposition or Contractor's Claim. If such action or proceeding is terminated or discontinued adversely to Mortgagor, Mortgagor, upon demand, shall deliver to Mortgagee evidence satisfactory to Mortgagee, in its sole discretion, of Mortgagor's compliance with such contested Legal Requirement or payment of such contested Imposition or Contractor's Claim, as the case may be.

Right of Contest. Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; any Impositions assessed against Tenant's Work the valuation, assessment or Tenant's Property reassessment (but not Impositions upon whether proposed or final) of the Premises or Shoreside Complex, the right to contest which shall belong exclusively to the Landlord)Complex for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; Premises or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this LeaseShoreside Complex. Tenant may defer payment of the contested Imposition, Prohibited Lien or Imposition, or compliance with the contested Law, or performance of any contested indemnity obligation Law pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded pending such contest and thereafter removed permanently as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest10.1 hereof. An Indemnitee Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord as owner of the IndemniteeFee Estate. In such case, the Indemnitee Landlord shall cooperate with Tenant, at Tenant's sole cost and expense, Tenant so as to permit such proceedings to be brought in IndemniteeLandlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney-in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all costs and expenses (including attorneys' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contestfees) incident to such proceedings as they are incurredproceedings. Tenant shall Indemnify Indemnitee Landlord against such contest. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Provided no Event of Default has occurred, Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article. Provided no Event of Default has occurred, Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheld.

Right of Contest. Tenant shall have the right to contestMortgagor, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Prohibited Lien; any Impositions assessed against Tenant's Work or Tenant's Property (but not Impositions upon the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord); the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, or compliance with the contested Law, or performance of any contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. An Indemnitee shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of the Indemnitee. In such case, the Indemnitee shall cooperate with Tenant, at Tenant's sole cost and expense, so may, in good faith, contest, by proper legal actions or proceedings, the validity of any Legal Requirement or the application thereof to Mortgagor or the Secured Property, or the validity or amount of any Imposition or the validity of the claims of any mechanics, laborers, subcontractors, contractors or materialmen ("Contractor's Claims"). During the pendency of any such action or proceeding, compliance with such contested Legal Requirement or payment of such contested Imposition or payment of such contested Contractor's Claim may be deferred provided that, in each case, at the time of the commencement of any such action or proceeding, and during the pendency of such action or proceeding (a) no Event of Default shall exist hereunder and no other event shall have occurred which, with the giving of notice or lapse of time, or both, would constitute an Event of Default hereunder, (b) adequate reserves with respect thereto are maintained on Mortgagor's books in accordance with GAAP (as defined in the Loan Agreement) and the applicable provisions of the Loan Agreement, (c) such contest operates to permit suspend enforcement of compliance with the contested Legal Requirement or collection of the contested Imposition or collection or enforcement of such proceedings contested Contractor's Claim, (d) during the pendency of such action or proceeding, Mortgagor is able to be brought in Indemnitee's name. Tenant shall pay all costs make full use and expenses benefit of the Secured Property and (including attorneys' fees for Tenant e) such contest is maintained and for separate counsel for Indemniteeprosecuted continuously and with diligence, if Indemnitee is required to join in notwithstanding any such contest) incident to such proceedings as they are incurred. Tenant shall Indemnify Indemnitee against such contest. Upon final termination of Tenant's contest of a Lawreserves, Tenant Mortgagor promptly shall comply with any contested Legal Requirement or shall pay any contested Imposition or Contractor's Claim, and compliance therewith or payment thereof shall not be deferred, if, at any time, the Secured Property or any portion thereof shall be, in Mortgagee's judgment, in danger of being forfeited or lost by reason of any such final determinationcontest or Mortgagor's non-compliance with any such Legal Requirement or non-payment of any such Imposition or Contractor's Claim and such claim has or could foreseeably have a Material Adverse Effect (as defined in the Loan Agreement) on the Borrower and its Subsidiaries (as defined in the Loan Agreement) taken as one enterprise. If such action or proceeding is terminated or discontinued adversely to Mortgagor, Mortgagor, upon demand, shall deliver to Mortgagee evidence satisfactory to Mortgagee, in its reasonable discretion, of Mortgagor's compliance with such contested Legal Requirement or payment of such contested Imposition or Contractor's Claim, as the case may be.

Right of Contest. Notwithstanding anything to the contrary in this Lease, Tenant shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Imposition or Prohibited Lien; any Impositions assessed against Tenant's Work the valuation, assessment or Tenant's Property reassessment (but not Impositions upon whether proposed or final) of the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord)Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; or the validity or merit of any claim against which Tenant is required to Indemnify Landlord under this Lease. Tenant may defer payment of the contested Prohibited Lien or Imposition, Imposition or compliance with the contested Law, Law or performance of any other contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or Landlord to any material risk of criminal liability; that any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuously, diligently and competently defended as provided in Section 12.3 for the duration of such contest. An Indemnitee Landlord shall not be required to join in any such contest proceedings unless a Law shall require that such proceedings be brought in the name of Landlord or any owner of the IndemniteeFee Estate. In such case, the Indemnitee Landlord shall cooperate with Tenant, at Tenant's sole cost and expense, Tenant so as to permit such proceedings to be brought in IndemniteeLandlord's name. In addition to, and without limiting, Landlord's obligations under the preceding sentence, Landlord appoints Tenant as Landlord's attorney- in-fact, irrevocably, with full power of substitution, to execute and deliver any documentation, and to otherwise act on Landlord's behalf to the full extent Landlord could and in Landlord's place and stead, in any such proceeding. This appointment is coupled with an interest and is irrevocable. Tenant shall pay all reasonable costs and expenses (including reasonable attorneys' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contestfees) incident to such proceedings as they are incurredproceedings. Tenant shall Indemnify Indemnitee Landlord against such contestcontest and against any liability arising from representations and warranties set forth in any such documentation. Tenant shall be entitled to any refund of any Imposition (and penalties and interest paid by Tenant) based upon Tenant's prior overpayment of such Imposition, whether such refund is made during or after the Term. Upon termination of Tenant's contest of an Imposition, Tenant shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Imposition. Upon final termination of Tenant's contest of a Law, Tenant shall comply with such final determination. Landlord shall not enter any objection to any contest proceeding undertaken by Tenant pursuant to this Article XIII, except with respect to contest proceedings involving or which may affect Impositions levied or collected by the City of Shreveport. Subject to the City of Shreveport's right to intervene in matters involving Impositions levied or collected by the City of Shreveport, Tenant's right to contest any Imposition or the valuation, assessment or reassessment of the Premises for tax purposes shall be to the exclusion of Landlord, and Landlord shall have no right to contest the foregoing without Tenant's consent, not to be unreasonably withheld.

Right of Contest. Tenant Notwithstanding anything to the contrary in this Agreement, Franchisee shall have the right to contest, at its sole expense, by appropriate legal proceedings diligently conducted in good faith, the amount or validity of any Tax or Fee imposed by Law; or Prohibited Lien; any Impositions assessed against Tenant's Work the valuation, assessment or Tenant's Property reassessment (but not Impositions upon whether proposed or final) of the Shoreside Complex, the right to contest which shall belong exclusively to the Landlord)Premises for purposes of real estate taxes; the validity of any Law or the application of any Law to the Premises; , or the validity or merit of any claim against which Tenant Franchisee is required to Indemnify Landlord under this LeaseAgreement. Tenant Franchisee shall give Landlord written notice thereof prior to the commencement of any such contest, which shall be at least thirty (30) days notice prior to delinquency. Franchisee may defer payment of the contested Prohibited Lien Tax or Imposition, Fee or compliance with the contested Law, Law or performance of any other contested indemnity obligation pending the outcome of such contest, provided that such deferral does not subject the Premises or any part of the Shoreside Complex to any material risk of imminent forfeiture or subject Landlord to any material risk of criminal liability; that liability and provided Franchisee protects Landlord, on demand, by a good and sufficient surety bond against such tax, levy assessment, rate or government charge and from any Prohibited Lien is bonded as required by Section 11.1; and that any indemnity claim is continuouslycosts, diligently and competently defended as provided in Section 12.3 for the duration liability or damage arising out of such contest. An Indemnitee Landlord shall not be required to join in any such contest proceedings or proceeding unless a Law shall require that such proceedings be brought in the name of the IndemniteeLandlord or owner of the Fee Estate. In such case, the Indemnitee Landlord shall cooperate with Tenant, at Tenant's sole cost and expense, Franchisee so as to permit such proceedings proceeding to be brought in IndemniteeLandlord's name. Tenant Franchisee shall pay all costs and expenses expense (including attorneys' fees for Tenant and for separate counsel for Indemnitee, if Indemnitee is required to join in such contestfees) incident to such proceedings as they are incurredproceedings. Tenant Franchisee shall Indemnify Indemnitee Hold Harmless Landlord against such contest. Franchisee shall be entitled to any refund of any Tax or Fee (and penalties and interest paid by Franchisee) based upon Franchisee's prior overpayment of such Tax or Fee. Upon final termination of TenantFranchisee's contest of a LawTax or Fee, Tenant Franchisee shall pay the amount of such Imposition (if any) as has been finally determined in such proceedings to be due, together with any costs, interest, penalties or other liabilities in connection with such Tax or Fee. Upon final determination of Franchisee's contest of law, Franchisee shall comply with such final determination. Nothing shall prevent the City, as a governmental unit, the right to intervene in matters involving a Tax or a Fee levied or collected by the City as a governmental unit.