Lessee’s Right to Contest. Notwithstanding the foregoing, Lessee or Owner may contest the validity or the amount of any real or personal tax or assessment. Operator agrees to cooperate with Lessee and Owner and execute any documents or pleadings required for such purpose.
Lessee’s Right to Contest. To the extent of the express references made to this Article 15 in other Sections of this Lease, but, subject to the applicable provisions of any applicable Fee Mortgage Loan Documents, the Lessee, any Sublessee or any Manager on their own or on the Lessor's behalf (or in the Lessor's name), but at their sole cost and expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence (until the resolution thereof), the amount, validity or application, in whole or in part, of any Imposition, Legal Requirement, the decision of any Governmental Authority related to the operation of the Leased Property for its Primary Intended Use or any Lien or claim relating to the Leased Property not otherwise permitted by this Lease; provided, that (a) prior written notice of such contest is given to the Lessor, (b) in the case of an unpaid Imposition, Lien or claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lessor and/or compliance by any applicable member of the Leasing Group with the contested Legal Requirement or other matter may be legally delayed pending the prosecution of any such proceeding without the occurrence or creation of any Lien, charge or liability of any kind against the Leased Property, (c) neither the Leased Property nor any rent therefrom would be in any immediate danger of being sold, forfeited, attached or lost as a result of such proceeding, (d) in the case of a Legal Requirement, neither the Lessor nor any member of the Leasing Group would be in any immediate danger of civil or criminal liability for failure to comply therewith pending the outcome of such proceedings, (e) in the event that any such contest shall involve a sum of money or potential loss in excess of FIFTY THOUSAND DOLLARS ($50,000), the Lessee shall deliver to the Lessor an Officer's Certificate and opinion of counsel, if the Lessor deems the delivery of an opinion to be appropriate, certifying or opining, as the case may be, as to the validity of the statements set forth to the effect set forth in clauses (b), (c) and (d), to the extent applicable, (f) the Lessee shall give such cash security as may be demanded in good faith by the Lessor to insure ultimate payment of any fine, penalty, interest or cost and to prevent any sale or forfeiture of the affected portion of the Leased Property by reason of such non-payment or non-compliance, (g) if such contest is finally resolved against the Less...
Lessee’s Right to Contest. If Lessee disputes any amount or validity of any liens, taxes, assessments, or charges upon the Land or the Improvements, Lessee may contest and defend against the same at its cost, and in good faith diligently conduct any necessary proceedings in connection therewith to prevent and avoid the same; provided, however, that such contest shall be prosecuted to a final conclusion as speedily as possible. Lessor agrees to render to Lessee all reasonable assistance, at no expense to Lessor, in contesting the validity or amount of any such liens, taxes, assessments or charges, including joining in the signing of any protests or pleadings which Lessee may deem advisable to file. During any such contest, Lessee shall (by the payment or bonding of such liens, disputed taxes, assessments or charges, if necessary) prevent any advertisement of tax sale, any foreclosure of, or any divesting thereby of Lessor’s title, reversion or other interest in or to the Land.
Lessee’s Right to Contest. Lessee shall have the right to contest the amount or validity of any taxes relating to the Improvements and Leased Premises. Lessor shall, upon written request by Lessee, join in any such proceedings if Lessee reasonably determines that it is necessary or convenient for Lessor to do so. All other costs and expenses of such proceedings shall be paid by Lessee.
Lessee’s Right to Contest. Notwithstanding the foregoing, Lessee may contest the validity or the amount of any real or personal tax or assessment. Operator agrees to cooperate with Lessee and execute any documents or pleadings required for such purpose. DAMAGE OR DESTRUCTION – CONDEMNATION Damage. If at any time during the Operating Term the Hotel or any portion thereof should be damaged or destroyed, Lessee shall have the respective rights and obligations provided in the Lease with respect to damage or destruction. In the event the Hotel is not repaired, rebuilt or replaced, Lessee may terminate this Agreement by written notice to Operator, effective as of the date sent and the parties shall treat such termination as if it were in connection with the sale of the Hotel in accordance with Section 16.03.
Lessee’s Right to Contest. Unless Lessor elects to contest any Real Property Taxes, Lessee may, upon the receipt of prior written approval of Lessor, such approval not to be unreasonably withheld, contest any Real Property Taxes against the Premises and attempt to obtain a reduction in the assessed valuation of the Premises for the purpose of reducing any such tax assessment. In the event Lessor approves, and upon the request of Lessee, but without expense or liability to Lessor, Lessor shall cooperate with Lessee and execute any document which may be reasonably necessary and proper for any proceeding related hereto. If a tax reduction is obtained, there shall be a subsequent reduction in Lessee’s total Real Property Taxes for such year, and any excess payments paid by Lessee to Lessor (if any) shall be refunded by Lessor, without interest (or at Lessor’s option, credited against Lessee’s obligations to pay Rent next coming due), when all refunds to which Lessor is entitled from the taxing authority with respect to such year have been received by Lessor. Lessee shall indemnify, defend and hold harmless the Lessor Parties from and against any Claims arising out of, for or in connection with (or alleged to arise out of, for or in connection with) any contest of Lessee of Real Property Taxes. In the event Lessor desires to contest any Real Property Taxes, Lessee agrees to cooperate with Lessor and execute any document which may be reasonably necessary and proper for any such proceeding, at no cost to Lessee.
Lessee’s Right to Contest. Lessee shall have the right, after prior written notice to Lessor and provided no event of Default has occurred and is continuing, and provided that any contest does not impose any lien or encumbrance on the Demised Premises, to contest by appropriate legal proceedings, diligently conducted in good faith, the validity or application of any governmental requirements.
Lessee’s Right to Contest. The Lessee shall have the right to contest the amount or validity of any Taxes or assessments on the Improvements or on the Land. The CLT shall, upon written request by the Lessee, join in any such proceedings if the Lessee shall reasonably determine that it shall be necessary or convenient for the CLT to so join in order for the Lessee to prosecute such proceedings. All other costs and expenses of such proceedings shall be paid by the Lessee. Notwithstanding the foregoing, Taxes or assessments against or including the Land shall be contested only with the concurrence of the CLT.
Lessee’s Right to Contest. Lessee shall have the right, but not the obligation, at its sole cost and expense to contest the validity or applicability of any law, ordinance, rule, order, regulation, governmental direction, insurance requirement, tax or lien of any kind relating to or affecting the Premises, Building, Property or Levi’s Plaza, or any obligation of Lessee under the Lease, upon the condition that Lessee shall diligently contest such validity or applicability in good faith by appropriate proceedings and such contest shall not subject Lessor to any cost or expense of any kind whatsoever, including, without limitation, any civil or criminal liability or penalty. EXHIBIT B BASE BUILDING WORK Item Scope of Work When 1 Cooling Coils – Supply Fans Replace the cooling coils in Fans 1, 3, 4, & 5, with new replacement cooling coils. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings. Complete by March 31, 2010 2 Chilled Water Pumps Lessor and Lessee acknowledge and agree that the chilled water pumps P-1 & P-2 are beyond their useful life and will require replacement. Materials used and techniques employed shall be consistent with standards customarily maintained by the owners of the Comparable Maintenance Standards Buildings. Within ninety (90) days after the date Lessee has reasonably determined that replacement is necessary and has notified Lessor of such determination.
Lessee’s Right to Contest. Notwithstanding the foregoing, Lessee, as an Operating Expense, or Owner may contest the validity or the amount of any such tax or assessment. Operator agrees to cooperate with Lessee and Owner and execute any documents or pleadings required for such purpose, provided that Operator is satisfied that the facts set forth in such documents or pleadings are accurate and that such execution or cooperation does not impose any unreasonable obligations on Operator, and Lessee agrees to reimburse Operator as an Operating Expense for all expenses occasioned to Operator by any such contest, provided that such expenses shall be approved in writing by Lessee prior to the time that they are incurred. Any such expenses so approved shall not be considered an Operating Expense for purposes of determining Operator's Incentive Fee.
