Common use of Tax Protest Clause in Contracts

Tax Protest. A. Provided no Event of Default by Tenant has occurred and is continuing, Tenant shall have the right, in accordance with the provisions of this Section 26.A, to (i) participate in any protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage instituted by Landlord during the Term hereof, or (ii) institute with the applicable taxing authorities a protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage for any year during the Term hereof that Landlord elects not to so institute such protest or contest of such taxes. Upon written request by Tenant at any time prior to the latest date on which a notice of protest or contest must be filed with respect to ad valorem taxes assessed against the Complex and/or the Garage for such year, Landlord shall advise Tenant in writing as to whether it will protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year. If Landlord advises Tenant that it will so protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, upon written request from time to time by Tenant, Landlord shall keep Tenant (specifically, Chief Executive Officer, currently Xxxxx Xxxxxx) apprised of the status and/or outcome of such protest or contest and Tenant shall have the right to appear at hearings and mediation or arbitration proceedings in regard to such taxes; provided, however, Landlord shall have the right to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year and Tenant’s consent thereto shall not be required. If, however, Landlord advises Tenant that it will not protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, Tenant may advise Landlord that it desires to so protest or contest such ad valorem taxes. In such event, Landlord may, within ten (10) days thereafter, advise Tenant in writing that it has elected to proceed with a protest or contest of the ad valorem taxes for such year. If Landlord elects not to so proceed with a contest or protest of the ad valorem taxes assessed against the Complex and/or Garage for such year, Tenant may proceed with a protest or contest of such ad valorem taxes for such year so long as Tenant conducts such protest or contest using a tax consulting firm and counsel reasonably approved by Landlord, which approval shall not be unreasonably withheld or delayed. In such event, Landlord shall provide to such tax consulting firm and counsel in a timely manner such information regarding the revenues and expenses of the Complex and/or the Garage as may be reasonably requested by them in order to properly conduct such protest or contest of such ad valorem taxes. Tenant shall keep Landlord apprised of the status of such protest or contest. In no event shall Tenant have the right to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year without the written approval of Landlord, which approval shall not be unreasonably withheld or delayed.

Tax Protest. A. Provided no Event of Default by Tenant has occurred and is continuing, Tenant shall have the right, in accordance with the provisions of this Section 26.A, to (i) participate in any protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage instituted by Landlord during the Term hereof, or (ii) institute with the applicable taxing authorities a protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage for any year during the Term hereof that Landlord elects not to so institute such protest or contest of such taxes. Upon written request by Tenant at any time prior to the latest date on which a notice of protest or contest must be filed with respect to ad valorem taxes assessed against the Complex and/or the Garage for such year, Landlord shall advise Tenant in writing as to whether it will protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year. If Landlord advises Tenant that it will so protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, upon written request from time to time by Tenant, Landlord shall keep Tenant (specifically, Chief Executive Officer, currently Xxxxx Xxxxxx) apprised of the status and/or outcome of such protest or contest and Tenant shall have the right to appear protest and contest any Impositions imposed against the Premises or any part thereof. If Tenant so elects to contest, Tenant shall, prior to the prosecution or defense of any such claim, notify Landlord in writing of its decision to pursue such contest and, to the extent procedurally required, or if necessary or advisable to prevent jeopardizing any license, permit or certification, including, without limitation, any Health Care License or Medicare and Medicaid certifications under Titles XVIII and XIX of the Social Security Act of 1935, as amended, because of nonpayment thereof, Tenant shall pay the amount in question prior to initiating the contest. Tenant’s right to contest is conditioned upon the following: (i) such contest is done at hearings Tenant’s sole cost and mediation expense, (ii) nonpayment will not subject the Premises or arbitration any part thereof to sale or other liability by reason of such nonpayment, (iii) such contest shall not subject Landlord or any Mortgagee to the risk of any criminal or civil liability, and (iv) Tenant shall provide such security as may reasonably be required by Landlord or any Mortgagee or under the terms of any Mortgage or any loan documents in connection therewith to ensure payment of such contested Impositions. Upon request, Tenant shall keep Landlord advised as to the status of such contest. Subject to the provisions of clauses (i) through (iv) above, Landlord agrees to execute and deliver to Tenant any and all documents reasonably acceptable to Landlord and otherwise required for such purpose (including, to the extent procedurally required, pursuing such contest in the name of Landlord), and to cooperate with Tenant in every reasonable respect in such contest, but without any cost or expense to Landlord. If Landlord should actually receive proceeds of any such contest to the extent Tenant had paid in advance the amount in question, and to the extent that the same relate to the period of the Term, then Landlord shall remit the same to Tenant. If Landlord owns the fee interest in the Premises, then at the request of Landlord, Tenant shall (or at Tenant’s own initiative subject to the provisions of clauses (i) through (iv) above, Tenant may elect to) take commercially reasonable steps to file and enforce tax certiorari proceedings in regard to such taxesreduce tax affecting the Premises, all at Tenant’s own expense; provided, however, Landlord that if Tenant shall have the right decline to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year and Tenant’s consent thereto shall not be required. If, however, Landlord advises Tenant that it will not protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for take such year, Tenant may advise Landlord that it desires to so protest or contest such ad valorem taxes. In such event, Landlord may, within ten (10) days thereafter, advise Tenant in writing that it has elected to proceed with steps after a protest or contest of the ad valorem taxes for such year. If Landlord elects not to so proceed with a contest or protest of the ad valorem taxes assessed against the Complex and/or Garage for such year, Tenant may proceed with a protest or contest of such ad valorem taxes for such year so long as Tenant conducts such protest or contest using a tax consulting firm and counsel reasonably approved request by Landlord, which approval Landlord may take such steps at Landlord’s own expense and, in the event Landlord is successful in reducing the tax affecting the Premises, Tenant shall not be unreasonably withheld or delayed. In reimburse Landlord for such event, Landlord shall provide expenses to such tax consulting firm and counsel in a timely manner such information regarding the revenues and expenses extent of the Complex and/or the Garage as may be reasonably requested by them in order to properly conduct such protest or contest of such ad valorem taxes. Tenant shall keep Landlord apprised amount of the status reduction in taxes for the first year in which the lower amount of such protest or contest. In no event shall Tenant have the right to settletaxes are paid, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year without the written approval within 30 days of Landlord, which approval shall not be unreasonably withheld or delayed’s demand therefor.

Tax Protest. A. Provided no Event of Default by Tenant has occurred and is continuing, Tenant shall have the right, in accordance with the provisions of this Section 26.A, to (i) participate in any protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage instituted by Landlord during the Term hereof, or (ii) institute with the applicable taxing authorities a protest or contest of the ad valorem taxes assessed against the Complex and/or the Garage for any year during the Term hereof that Landlord elects not to so institute such protest or contest of such taxes. Upon written request by Tenant at any time prior to the latest date on which a notice of protest or contest must be filed with respect to ad valorem taxes assessed against the Complex and/or the Garage for such year, Landlord shall advise Tenant in writing as to whether it will protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year. If Landlord advises Tenant that it will so protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, upon written request from time to time by Tenant, Landlord shall keep Tenant (specifically, Chief Executive Officer, currently Xxxxx Kxxxx Xxxxxx) apprised of the status and/or outcome of such protest or contest and Tenant shall have the right to appear at hearings and mediation or arbitration proceedings in regard to such taxes; provided, however, Landlord shall have the right to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year and Tenant’s consent thereto shall not be required. If, however, Landlord advises Tenant that it will not protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, Tenant may advise Landlord that it desires to so protest or contest such ad valorem taxes. In such event, Landlord may, within ten (10) days thereafter, advise Tenant in writing that it has elected to proceed with a protest or contest of the ad valorem taxes for such year. If Landlord elects not to so proceed with a contest or protest of the ad valorem taxes assessed against the Complex and/or Garage for such year, Tenant may proceed with a protest or contest of such ad valorem taxes for such year so long as Tenant conducts such protest or contest using a tax consulting firm and counsel reasonably approved by Landlord, which approval shall not be unreasonably withheld or delayed. In such event, Landlord shall provide to such tax consulting firm and counsel in a timely manner such information regarding the revenues and expenses of the Complex and/or the Garage as may be reasonably requested by them in order to properly conduct such protest or contest of such ad valorem taxes. Tenant shall keep Landlord apprised of the status of such protest or contest. In no event shall Tenant have the right to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year without the written approval of Landlord, which approval shall not be unreasonably withheld or delayed.

Tax Protest. A. Provided no Event of Default by Tenant has occurred no right to protest the real estate tax rate assessed against the project and/or the appraised value of the Project determined by any appraisal review board or other taxing entity with authority to determine tax rates and/or appraised values (each a "Taxing Authority"). Tenant hereby knowingly, voluntarily and is continuing, Tenant shall have the intentionally waives and releases any right, in accordance with the provisions of this Section 26.Awhether created by law or otherwise, to (a) file or otherwise protest before any Taxing Authority any such rate or value determination even though Landlord may elect not to file any such protest; (b) receive, or otherwise require Landlord to deliver, a copy of any reappraisal notice received by Landlord from any Taxing Authority; and (c) appeal any order of a Taxing Authority which determines any such protest. The foregoing waiver and release covers and includes any and all rights, remedies and recourse of Tenant, now or at any time hereafter, under Section 41.413 and Section 42.015 of the Texas Tax Code (as currently enacted or hereafter modified) together with any other or further laws, rules or regulations covering the subject matter thereof. Xxxxxx acknowledges and agrees that the foregoing waiver and release was bargained for by Landlord and Xxxxxxxx would not have agreed to enter into this Lease in the absence of this waiver and release. If, notwithstanding any such waiver and release, Tenant files or otherwise appeals any such protest, then Tenant will be in default under this Lease and, in addition to Landlord's other rights and remedies, Tenant must pay or otherwise reimburse Landlord for all costs, charges and expense incurred by, or otherwise asserted against, Landlord as a result of any tax protest or appeal by Xxxxxx, including, appraisal costs, tax consultant charges and attorneys' fees (collectively, the "Tax Protest Costs"). If, as result of Xxxxxx's tax protest the Project is increased above that previously determined by the Taxing Authority (such increase, the "Value Increase") for the year covered by such tax protest or appeal (such year, the "Protest Year"), then Tenant must pay Landlord, in addition to all Tax Protest Costs, an amount (the "Additional Taxes") equal to the sum of the following: (i) participate in any protest or contest the product of the ad valorem taxes assessed against Value Increase multiplied by the Complex and/or tax rate in effect for the Garage instituted by Landlord during the Term hereof, or Protest Year; plus (ii) institute with the applicable taxing authorities a protest or contest amount of additional taxes payable during the ad valorem taxes assessed against five (5) year period following the Complex and/or Protest Year, such amount to be calculated based upon the Garage Value Increase multiplied by the tax rate estimated to be in effect for any each year during such five (5) year period. Tenant must pay all Additional Taxes - even those in excess of Tenant's proportionate share and which may relate to years beyond the Term hereof that Landlord elects not to so institute such protest or contest term of such taxesthis Lease. Upon written request The Additional Taxes will be conclusively determined by Tenant at any time prior to the latest date on which a notice of protest or contest must be filed with respect to ad valorem taxes assessed against the Complex and/or the Garage for such year, Landlord shall advise Tenant in writing as to whether it will protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year. If Landlord advises Tenant that it will so protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, upon written request from time to time by Tenant, Landlord shall keep Tenant (specifically, Chief Executive Officer, currently Xxxxx Xxxxxx) apprised of the status and/or outcome of such protest or contest and Tenant shall have the right to appear at hearings and mediation or arbitration proceedings in regard to such taxes; provided, however, Landlord shall have the right to settle, compromise or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for any calendar year and Tenant’s consent thereto shall not be required. If, however, Landlord advises Tenant that it will not protest or contest the ad valorem taxes assessed against the Complex and/or the Garage for such year, Tenant may advise Landlord that it desires to so protest or contest such ad valorem taxes. In such event, Landlord may, within ten (10) days thereafter, advise Tenant in writing that it has elected to proceed with a protest or contest of the ad valorem taxes for such year. If Landlord elects not to so proceed with a contest or protest of the ad valorem taxes assessed against the Complex and/or Garage for such year, Tenant may proceed with a protest or contest of such ad valorem taxes for such year so long as Tenant conducts such protest or contest using a tax consulting firm and counsel reasonably approved consultant selected by Landlord, which approval shall not be unreasonably withheld or delayed. In such event, without regard to whether and to what extent Landlord shall provide to such tax consulting firm and counsel in a timely manner such information regarding the revenues and expenses of the Complex and/or the Garage as may be reasonably requested by them able in order years following the Protest Year to properly conduct such protest or contest of such ad valorem taxes. Tenant shall keep Landlord apprised of the status of such protest or contest. In no event shall Tenant have the right to settle, compromise reduce or otherwise determine the valuation of the Complex and/or the Garage for ad valorem tax purposes for eliminate any calendar year without the Value Increase. All Tax Protest Costs and Additional Taxes must be paid by Tenant within five (5) days following written approval of demand by Landlord, which approval shall not be unreasonably withheld or delayed.