Contest Right definition

Contest Right means if any Credit Party is in good faith, and by proper legal proceedings, where appropriate, diligently contesting the validity, amount or application of any Taxes or Other Charges or Lien, 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 and be continuing hereunder, (b) Borrower shall keep Agent informed of the status of such contest at reasonable intervals, (c) adequate reserves with respect to any contest with respect to Taxes or Other Charges are maintained on Borrower’s books in accordance with GAAP or in the Tax Reserve Account, as applicable, (d) such contest operates to suspend collection or enforcement, as the case may be, of the contested Taxes and Charges or Lien and such contest is maintained and prosecuted continuously and with diligence and (e) if required by Legal Requirement, as a condition to maintaining such proceeding, the applicable Credit Party shall pay any such Taxes, other Charges or Lien or post collateral, as applicable. Notwithstanding the foregoing or the creation of any such reserves, the applicable Credit Party shall promptly pay any contested Taxes and Other Charges or Lien, and compliance therewith or payment thereof shall not be deferred, if, at any time the Property or any portion thereof shall be, in Agent’s reasonable judgment, in imminent or immediate danger of being forfeited or lost or Agent or any Lender is likely to be subject to civil or criminal damages as a result thereof. If such action or proceeding is terminated, decided or discontinued adversely to the applicable Credit Party, Borrower shall deliver to Agent reasonable evidence of such Credit Party’s compliance with such contested Taxes and Other Charges or Lien, as the case may be.
View Source

Examples of Contest Right in a sentence

  • The provisions of this Section 4.1.2 are subject to the Credit Parties’ Contest Right.

  • The provisions of this Section 4.2.2 are subject to the Credit Parties’ Contest Right.

  • Notwithstanding the foregoing, Borrower may, at its own expense, exercise Borrower’s Contest Right with respect to any Property Taxes and Other Charges.

  • Each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all U.S. federal and other material Taxes required to have been paid by it, except Taxes which are being contested in compliance with Borrower’s Contest Right.

  • Borrower covenants that at all times it will itself, or will use its best efforts to cause parties to, preserve, warrant and defend Agent's title and right in and to the Mortgaged Property, subject to the Permitted Encumbrances and items then being contested in accordance with the Borrower's Contest Right, against the claims of all Persons and will maintain and preserve such title and right so long as the Debt is outstanding.

  • Each Loan Party will timely file or cause to be filed all Tax returns and reports required to be filed by it and will pay or cause to be paid all U.S. federal and other material Taxes required to be paid by it, except Taxes that are being contested in compliance with Borrower’s Contest Right.

Related to Contest Right

  • Contest means the contest, game, sweepstake, promotion, marketing activity or other event specified in the Contest Summary (see Rule 15, below);

  • Cure Claim means a monetary Claim based upon the Debtors’ defaults under any Executory Contract or Unexpired Lease at the time such contract or lease is assumed by the Debtors pursuant to section 365 of the Bankruptcy Code.

  • Default Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.

  • Contract Right means any right of Borrower to payment under a contract for the sale or lease of goods or the rendering of services, which right is at the time not yet earned by performance.

  • Infringement Claim means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.