Permitted Contests. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any 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, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedings.
Appears in 1 contract
Samples: Master Lease And (Lam Research Corp)
Permitted Contests. If, to the extent and for so long as (a) a testNotwithstanding any other provision of this Lease, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (a) pay any Imposition, (b) comply with such Applicable Law any Legal Requirement, (c) discharge or remove any lien referred to any Paragraph of this Lease except Paragraph 21 or discharge (d) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such contest no Monetary Event of Default or Covenant Event of Default exists and so long as any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (2iv) any interference with the payment of any Rent, (v) the nonpayment of Rent cancellation or (C) any substantial risk of (1) increase in the creation rate of any Lien (other than a Permitted Property Lien) on any part of any Property, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender insurance policy or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedings.a
Appears in 1 contract
Permitted Contests. If, to the extent and for so long as (a) a testSo long as no Event of Default has occurred and is continuing, challengeafter prior written notice to Landlord, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (i) pay any Imposition, (ii) comply with such Applicable Law any Legal Requirement, (iii) discharge or remove any Lien referred to in Paragraphs 9 or discharge 12, or (iv) take any Lienaction with respect to any violation referred to in Paragraph 11(b), encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) during any risk time that Tenant’s Tangible Net Worth shall not equal or exceed the 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 criminal liability being imposed on 125% of the Lessoramount to be contested by Tenant (unless as a condition of such contest, the Administrative Agent or any Lender for failure to comply therewith or such monies shall already have been paid by Tenant), and (B) any risk Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, 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 (1) foreclosurethe collection of, or other realization upon, the Imposition or Lien so contested, (2) the sale, forfeiture or loss of any PropertyIndividual Leased Premises, any Basic Rent or any part thereof, Additional Rent to satisfy the same or (2) to pay any damages caused by the nonpayment of Rent or (C) any substantial risk of (1) the creation violation of any Lien (other than a Permitted Property Lien) on such Legal Requirement or by any part of any Propertysuch violation, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, any interference with the use or interference with, the use, possession or disposition occupancy of any Property in Individual Leased Premises, (4) any respect. Neither interference with the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision payment of any Applicable Law requires that Basic Rent or any Additional Rent, (5) any such proceedings be brought by or contest and/or settlement shall not result in the name of such party; and in that event such party will join increase in the proceedings Impositions due or permit them or any part thereof to be brought result in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) greater liability with respect to such proceedingsany Legal Requirement and (6) the cancellation of any fire or other insurance policy.
Appears in 1 contract
Samples: Master Lease Agreement (CVSL Inc.)
Permitted Contests. If, to the extent and for so long as (a) a testNotwithstanding any provision of this Lease to the contrary, challengeafter prior written notice to Landlord and Lender, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (i) pay any Tax, (ii) comply with such Applicable Law any Legal Requirement, or (iii) discharge or remove any lien, so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or discharge any Lienthe validity thereof, encumbrancethe amount of the damages caused thereby, levyor the extent of its or Landlord's liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (v) the collection of, or other realization upon, the Tax or lien so contested, (w) the sale, forfeiture, attachment or encroachment but only if loss of any of the Leased Premises, any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations to satisfy the same or to pay any damages caused by the violation of the same, (x) any interference with the use or occupancy of any of the Leased Premises, (y) any interference with the payment of any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations, and so long (z) the cancellation of any fire or other insurance policy. In no event shall Tenant pursue any contest with respect to any 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 any security for such testcontest, challengean amount of cash or bond equal to 125% of the amount being contested, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (other security satisfactory in the reasonable opinion of Lender or Landlord in that order, in assuring the Lessorpayment, compliance, discharge, removal or other action, including all costs, attorneys' fees, interest and penalties, in the Administrative Agent event that the contest is unsuccessful. No such security shall be required if the amount involved in the 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 are pending and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any 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, the Administrative Agent, any required security is held by Lender or any Property unless the Lessee shall have otherwise bonded Landlord, in that order, Lender or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the LendersLandlord, as the case may be, shall not have the right to pay, remove or cause to be discharged the Tax, Legal Requirement or lien thereby being contested unless Landlord or Lender reasonably believes that any one or more of the conditions in subdivisions (v) through (z) shall not be prevented during the pendency of the contest. Tenant further agrees that each such contest shall be promptly and diligently prosecuted to a final conclusion, except that Tenant shall, so long as all of the conditions of the first sentence of this Section 18 are at all times complied with, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all judgments, decrees and 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, costs and expenses thereof or in connection therewith, and perform all acts the performance of which shall be ordered or decreed as a result thereof. Upon such payment, any cash deposit shall 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 Leased Premises (in each such instance, a "Reassessment Claim"), Landlord shall within three (3) enjoinment ofBusiness Days provide Notice of such Reassessment Claim to Tenant. Tenant shall have the right to directly discuss with, negotiate with, or interference withotherwise 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 use, possession right to contest the amount or disposition validity of any Property such Reassessment Claim by appropriate legal or administrative 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 respectimmediate danger of sale, forfeiture, attachment or loss. Neither the Lessor, the Administrative Agent nor any Lender shall be required Landlord agrees to join in any such proceedings pursuant if required legally to this Section 12.1 unless a provision prosecute such contest, provided that Landlord shall not thereby be subjected to any liability therefor (including, without limitation, for the payment of any Applicable Law requires that such proceedings be brought costs or expenses in connection therewith) unless Tenant agrees by or agreement in the name of such party; form and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner substance reasonably satisfactory to such party) Landlord, to assume and indemnify Landlord with respect to such proceedingsthe same. 19.
Appears in 1 contract
Permitted Contests. If, Notwithstanding anything in this Senior Note Mortgage to the extent contrary, Mortgagor, at Mortgagor's expense, may contest (after prior notice to Mortgagee) by appropriate legal proceedings conducted in good faith and for so long as with due diligence, the amount or validity or application, in whole or in part, of any Imposition or lien therefor or any Legal Requirement or Insurance Requirement or the application of any instrument of record (including, 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 a Default hereunder; provided, that (a) a test, challenge, appeal or proceeding for review in the case of any Applicable Law Impositions or lien therefor or any Lienclaims of mechanics, encumbrancematerialmen, levysuppliers or vendors or lien therefor, attachment or encroachment relating to any Property such proceedings shall be prosecuted diligently suspend the collection thereof from each of Mortgagor, Mortgagee, the Trustee, the Holders and in good faith in appropriate proceedings by the LesseeTrust Estate, or (b) compliance with neither the Trust Estate nor any interest therein would be in any significant danger of being sold, forfeited, or lost, (c) such Applicable Law action will not result in the termination of any Facility Lease, (d) in the case of a Legal Requirement, neither the Holders nor Mortgagee shall have been excused be in any significant danger of any civil liability or exempted by a valid nonconforming useany danger of any criminal liability, variance permit, waiver, extension or forbearance, and the Lessee shall not be required failure of Mortgagor to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance Legal Requirement shall not (affect the continuance in good standing of any Permit or result in the reasonable opinion suspension, termination, non-renewal or material adverse modification of any Permit, and (e) in the Lessorcase of an Insurance Requirement, the Administrative Agent and the Lenders) involve (A) any risk failure of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure Mortgagor to comply therewith or (B) any risk of (1) foreclosure, forfeiture or loss shall not affect the validity of any Property, or any 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, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be insurance required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought maintained by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedingsMortgagor hereunder.
Appears in 1 contract
Samples: Indenture of Mortgage and Security Agreement (Trumps Castle Associates Lp)
Permitted Contests. If, to the extent and for so long as (a) ------------------ a test, challenge, appeal or proceeding for review of any Applicable Law Laws and Regulations or any Lien, encumbrance, levy, attachment or encroachment Governmental Action relating to the Site or to the operation or maintenance of any Property Facility shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee, Lessee or (b) compliance with such Applicable Law Laws and Regulations or such Governmental Action shall have been excused or exempted by a valid nonconforming use, variance use permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law Laws and Regulations or remove or discharge any Liensuch Governmental Action but, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance proceeding or noncompliance shall not (not, in the reasonable opinion of the LessorLessor and Agent, the Administrative Agent and the Lenders) involve (Aa) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any meaningful risk of (1) foreclosure, forfeiture or loss of any Propertypart of the Site, (2) criminal liability being imposed on Lessor, Agent, any Participant or any part thereof, the Site or (23) the nonpayment of Rent or (Cb) any substantial risk danger of (1) the sale of, or the creation of any Lien (other than a Permitted Property Lien) on on, any part of any Propertythe Site, (2) material civil liability being imposed on the Lessor, the Administrative Agent, any Lender Participant or any Property unless the Lessee shall have otherwise bonded Site, (3) the extension of the ultimate imposition of such Applicable Laws and Regulations or secured such amounts in a manner satisfactory to Governmental Action beyond the Lessor, last day of the Administrative Agent and the Lenders, as the case may beLease Term, or (34) enjoinment of, or interference with, the use, possession or disposition of any Property the Site in any material respect. Neither Lessee shall provide Lessor and Agent with notice of any contest of the Lessor, type described in clause (a) above in detail sufficient to enable Lessor to ascertain whether such contest may have an effect of the Administrative Agent nor any Lender shall type described in clauses (a) and (b) above. Lessor will not be required to join in any proceedings pursuant to this Section 12.1 Section, unless a provision of any Applicable Law requires Laws and Regulations requires, or, in the good faith opinion of Lessee, it is helpful to Lessee that such proceedings be brought by or in the name of such partyLessor and Lessor in good faith believes that it will not incur liability as a result; and in that event such party Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, no Lease Default or Lease Event of Default is continuing and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedingsexpenses.
Appears in 1 contract
Permitted Contests. If, After prior written notice to the extent and for so long as ------------------ Beneficiary, the Trustor at its expense may contest, or cause to be contested, by appropriate action conducted in good faith, the 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) a testin the case of ------------ -------- ---- an unpaid Imposition, challengelien, appeal encumbrance or proceeding for review charge, such proceedings shall suspend the collection thereof from the Trustor, the Beneficiary, and the Collateral (including any rent or other income therefrom) and shall not interfere with the payment of any Applicable Law such rent or any Lienincome, 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 neither the Collateral nor any rent or exempted by a valid nonconforming useother income therefrom nor any part thereof or interest therein would be in any danger of being sold, variance permitforfeited, waiverlost or interfered with, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (c) in the reasonable opinion case of a Legal Requirement, neither the Lessor, Trustor nor the Administrative Agent and the Lenders) involve (A) Beneficiary would be in danger of any risk of civil or criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or therewith, (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any part thereof, or (2d) the nonpayment of Rent Trustor shall have furnished such security, if any, as may be required in the proceedings or as may be requested by the Beneficiary, (C) any substantial risk of (1e) the creation non-payment of any Lien (other than a Permitted Property Lien) on the whole or any part of any Property, (2) civil liability being imposed on Imposition will not result in the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in delivery of a manner satisfactory tax deed to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be brought 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 its name if and so long as (iaccordance with this Section 1.8) the Lessee has shall not elected the Remarketing Optionbe interfered with or otherwise ----------- affected, and (iig) in the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory case of any Insurance Requirement, the failure of the Trustor to such party) with respect comply therewith shall not affect the validity of any insurance required to such proceedings.be maintained by the Trustor under Section 2.1. -----------
Appears in 1 contract
Samples: Credit Agreement (Aristotle Corp)
Permitted Contests. If, to the extent and for so long as (a) a testNotwithstanding any provision of this Lease to the contrary, challengeafter prior written notice to Landlord and Lender, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (i) pay any Tax, (ii) comply with such Applicable Law any Legal Requirement, or (iii) discharge or remove any lien, so long as Tenant shall contest, in good faith and at its expense, the existence, the amount or discharge any Lienthe validity thereof, encumbrancethe amount of the damages caused thereby, levyor the extent of its or Landlord's liability therefor, by appropriate proceedings which shall operate during the pendency thereof to prevent (v) the collection of, or other realization upon, the Tax or lien so contested, (w) the sale, forfeiture, attachment or encroachment but only if loss of any of the Leased Premises, any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations to satisfy the same or to pay any damages caused by the violation of the same, (x) any interference with the use or occupancy of any of the Leased Premises, (y) any interference with the payment of any Basic Rent, Additional Rent, or Non-Rent Monetary Obligations, and so long (z) the cancellation of any fire or other insurance policy. In no event shall Tenant pursue any contest with respect to any 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 any security for such testcontest, challengean amount of cash or bond equal to 125% of the amount being contested, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (other security satisfactory in the reasonable opinion of Lender or Landlord in that order, in assuring the Lessorpayment, compliance, discharge, removal or other action, including all costs, attorneys' fees, interest and penalties, in the Administrative Agent event that the contest is unsuccessful. No such security shall be required if the amount involved in the 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 are pending and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any 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, the Administrative Agent, any required security is held by Lender or any Property unless the Lessee shall have otherwise bonded Landlord, in that order, Lender or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the LendersLandlord, as the case may be, shall not have the right to pay, remove or cause to be discharged the Tax, Legal Requirement or lien thereby being contested unless Landlord or Lender reasonably believes that any one or more of the conditions in subdivisions (3v) enjoinment of, or interference with, through (z) shall not be prevented during the use, possession or disposition pendency of any Property in any respectthe contest. Neither the Lessor, the Administrative Agent nor any Lender Tenant further agrees that each such contest shall be required promptly and diligently prosecuted to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant shall, so long as all of the conditions of the first sentence of this Section 18 are at all times complied with, have the right to attempt to settle or compromise such contest through negotiations. Tenant shall pay any and all judgments, decrees and costs (iincluding all attorneys' fees and expenses) in connection with any such contest and shall, promptly after the Lessee has not elected final determination of such contest, fully pay and discharge the Remarketing Optionamounts 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, costs and expenses thereof or in connection therewith, and (ii) perform all acts the Lessee pays all related expenses performance of which shall be ordered or decreed as a result thereof. Upon such payment, any cash deposit shall be refunded and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedingsany outstanding bond shall be terminated.
Appears in 1 contract
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (c) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (such non-compliance with the terms hereof being hereinafter referred to collectively as "Permitted Violations"), so long as at the time of such contest no Event of Default exists and so long as any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (2v) the nonpayment of Rent cancellation or (C) any substantial risk of (1) increase in the creation rate of any Lien (other than insurance policy or a statement by the carrier that coverage will be denied. If the Permitted Property Lien) on Violation is the imposition of a lien under Paragraph 11 or 13 and in the reasonable judgment of Landlord or Lender the costs to pay or correct any part such Permitted Violation is in excess of any Property$50,000 or if required by Law, (2) civil liability being imposed on the LessorTenant shall provide Landlord security which is satisfactory, the Administrative Agentin Landlord's reasonable judgment, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires assure that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedings.Permitted Violation is corrected,
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 12 Inc)
Permitted Contests. IfExcept 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 Applicable Law or any Lien, 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, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any such Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, any Investor or the Administrative Agent or any Lender Arranger for failure to comply therewith or (B) any material risk of (1) foreclosure, 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 Administrative Agent, any Lender Arranger or any Property unless 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, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any material respect. Neither the Lessor, the Administrative Agent nor any Lender 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 Lessee, it is advisable for the prosecution of such contest, that such proceedings be brought by or in the name of such party; and in that event such party the Lessor will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Optionno Lease Default shall have occurred and be continuing, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) the Lessor with respect to such proceedings.
Appears in 1 contract
Samples: Itt Industries Inc
Permitted Contests. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee shall not be required to comply with such Applicable Law (a) pay, ------------------ discharge or remove any tax, lien or discharge assessment, or any Lienmechanic's, laborer's or materialman's lien, or any other lien or encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith other imposition or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, charge against the Project or any part thereof, or (2b) comply or cause compliance with the nonpayment laws, ordinances, orders, rules, regulations or requirements referred to in Sections 3.10 or 14.4 hereof, so long as Lessee shall, at Lessee's expense, contest the same or the validity thereof in good faith, by appropriate proceedings which shall operate to prevent the collection of Rent the tax, lien, assessment, encumbrance, imposition, charge, fine 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, the Administrative Agent, any Lender penalty so contested or any Property unless the Lessee shall have otherwise bonded or secured resulting from such amounts in a manner satisfactory to the Lessor, the Administrative Agent contest and the Lenders, as sale of the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them Project or any part thereof to satisfy the same. Such contest may be brought made by Lessee in its the name if and so long of Lessor or of Lessee, or both, as (i) the Lessee has not elected the Remarketing Optionshall determine, and (ii) the Lessor agrees that it will, at Lessee's expense, cooperate with Lessee pays all related expenses and indemnifies in any such party (in a manner satisfactory contest to such party) extent as Lessee may reasonably request. It is understood, however, that Lessor shall not be subject to any liability for the payment of any costs or expenses in connection with respect any such proceeding brought by Lessee, and Lessee covenants to pay, and to indemnify and save harmless Lessor from, any such proceedingscosts or expenses. Pending any such proceeding Lessor shall not have the right to pay, remove or cause to be discharged the tax, lien, assessment, encumbrance, imposition or charge thereby being contested, provided, that Lessee shall have given such security as Purchaser and Lessor may require.
Appears in 1 contract
Samples: Real Property Lease Agreement (Wells Real Estate Investment Trust Inc)
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (a) pay any Imposition, (b) comply with such Applicable Law any Legal Requirement, (c) discharge or remove any lien referred to in Paragraph 11 or discharge 13, or (d) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 contest no Event of Default exists and so long as any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (2v) the nonpayment cancellation or increase in the rate of Rent any insurance policy or a statement by the carrier that coverage will be denied or (C) any substantial risk of (1vi) the creation enforcement or execution of any Lien injunction, order or Legal Requirement with respect to the Permitted Violation. Tenant shall provide to Landlord a bond in such amount as is reasonably required to assure that such Permitted Violation is corrected (other than a including any interest and penalties that may have been incurred 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 such bond is held by Landlord, Landlord shall not have the right to correct any Permitted Property Lien) on any part 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 Propertyapplicable Permitted Violation, (2) civil liability being imposed on Landlord shall promptly thereafter return the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured required bond to Tenant. Each such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender contest shall be required promptly and diligently prosecuted by Tenant to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant, so long as (i) the Lessee conditions of this Paragraph 14 are at all times complied with, has not elected the Remarketing Optionright 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 (ii) perform all acts the Lessee pays all related expenses and indemnifies performance of which shall be ordered or decreed as a result thereof. No such party (in a manner satisfactory ontest shall subject Landlord to such party) with respect to such proceedingsthe risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 16 Global Inc)
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (c) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 contest no Event of Default exists and so long as any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (2iv) the nonpayment payment of any Rent or (C) any substantial risk of (1v) the creation cancellation or increase in the rate of any Lien (other than insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Property Lien) on any part of any PropertyViolation is corrected, (2) civil liability being imposed on the Lessorincluding all Costs, the Administrative Agent, any Lender interest and penalties that may be incurred or any Property unless the Lessee shall have otherwise bonded or secured become due in connection therewith. Each such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender contest shall be required promptly and diligently prosecuted by Tenant to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant, so long as (i) the Lessee conditions of this Paragraph 14 are at all times complied with, has not elected the Remarketing Optionright 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 (ii) perform all acts the Lessee pays all related expenses and indemnifies performance of which shall be ordered or decreed as a result thereof. No such party (contest shall subject Landlord to the risk of any civil or criminal liability. If any contest results in a manner satisfactory to refund of Impositions previously paid by Tenant, Tenant shall retain such party) with respect to such proceedingsrefund.
Appears in 1 contract
Samples: Lease Agreement (Corporate Property Associates 15 Inc)
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (d) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 contest no Event of Default exists and so long as any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of any of the Leased Premises, (iv) any interference with the payment of any Rent, or (2v) the nonpayment of Rent cancellation or (C) any substantial risk of (1) increase in the creation rate of any Lien (other than insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord's reasonable judgment, to assure that such Permitted Property Lien) on Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any part proceedings which comply with the requirements of any Property, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent this Paragraph 14 are pending and the Lendersrequired 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 the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respectto Landlord. Neither the Lessor, the Administrative Agent nor any Lender Each such contest shall be required promptly and diligently prosecuted by Tenant to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant, so long as (i) the Lessee conditions of this Paragraph 14 are at all times complied with, has not elected the Remarketing Optionright 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 (ii) perform all acts the Lessee pays all related expenses and indemnifies performance of which shall be ordered or decreed as a result thereof. No such party (in a manner satisfactory contest shall subject Landlord to such party) with respect to such proceedingsthe risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Pemstar Inc)
Permitted Contests. If, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the The Lessee shall not be required to comply with such Applicable Law or remove or discharge (a) pay any Lientax, encumbranceassessment, levy, attachment fee, rent or encroachment but only if and charge referred to in the first paragraph of Section 6.4, (b) comply with any statute, law, rule, order, regulation or ordinance referred to in the second paragraph of Section 6.4, (c) discharge or remove any lien referred to in Section 6.2 or the third paragraph of Section 6.4, or (d) obtain any waivers or settlements or make any changes or take any action with respect to any encroachment, hindrance, obstruction, violation or impairment referred to in the third paragraph of Section 6.1, so long as any such testthe Lessee shall contest, challengein good faith and at its expense, appealthe existence, proceedingthe amount or the validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages caused thereby, the Administrative Agent and extent of its liability therefor or for any other reason, by appropriate proceedings which shall operate during the Lenderspendency thereof to prevent (i) involve (A) any risk of criminal liability being imposed on the Lessorcollection of, or other realization upon, the Administrative Agent tax, assessment, levy, fee, rent or any Lender for failure to comply therewith charge or lien, encumbrance or charge so contested, (Bii) any risk of (1) foreclosurethe sale, forfeiture or loss of any Propertythe Project, or any part thereof, or (2) the nonpayment of Basic Rent, Additional Rent or other amounts payable by the Lessee under this Agreement to satisfy the same or to pay any damages caused by the violation of any such statute, law, rule, order, regulation or ordinance or by any such encroachment, hindrance, obstruction, violation or impairment, (Ciii) any substantial interference with the use or occupancy of the Project or any part thereof, and (iv) any interference with the payment of the Basic Rent, Additional Rent or other amounts payable by the Lessee under this Agreement, or any portion thereof. The Lessee further agrees that each such contest shall be diligently prosecuted to a final conclusion. The Lessee will save the Board harmless against any and all losses, judgments, decrees and costs (including all reasonable attorneys' fees and expenses) in connection with any such contest and will, 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 all penalties, fines, interests, costs and expenses 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 the Board or the Trustee to the risk of (1) any material civil liability or the creation risk of any Lien (other than a Permitted Property Lien) on any part of any Propertycriminal liability, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender or any Property unless and the Lessee shall have otherwise bonded or secured give such amounts in a manner satisfactory reasonable security to the Lessor, the Administrative Agent Board and the Lenders, Trustee as may be reasonably requested by the case may be, Board or (3) enjoinment of, or interference with, the use, possession or disposition Trustee to insure compliance with the foregoing provisions of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedingsSection.
Appears in 1 contract
Samples: Lease Agreement (Quanex Corp)
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (c) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, of the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any 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 (2vi) the nonpayment of Rent enforcement or (C) any substantial risk of (1) the creation execution of any Lien (other than a Permitted Property Lien) on any part of any Propertyinjunction, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender order or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory Legal Requirement with respect to the LessorPermitted Violation. In the event of such contest, Tenant shall provide Landlord security which, together with any security that Tenant is obligated by Law to provide to third parties, is satisfactory, in Landlord's reasonable 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 Administrative Agent requirements of this Paragraph 14 are pending and the Lendersrequired 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 the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respectto Landlord. Neither the Lessor, the Administrative Agent nor any Lender Each such contest shall be required promptly and diligently prosecuted by Tenant to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant, so long as (i) the Lessee conditions of this Paragraph 14 are at all times complied with, has not elected the Remarketing Optionright 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 (ii) perform all acts the Lessee pays all related expenses and indemnifies performance of which shall be ordered or decreed as a result thereof. No such party (in a manner satisfactory contest shall subject Landlord to such party) with respect to such proceedingsthe risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Applied Bioscience International Inc)
Permitted Contests. IfUnless a Loan Default then exists or any state of facts which, with the giving of notice or the passage of time or both would constitute a Loan Default, upon prior written notice to the extent Lender, any member of the Borrowing Group 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, any Legal Requirement, the decision of any Governmental Authority related to the operation of the Mortgaged Property for so long as its Primary Intended Use or any Lien or claim not otherwise permitted by in this Agreement; provided, that (a) a testprior written notice of such contest is given to the Lender, challenge(b) in the case of an unpaid Imposition, appeal Lien or proceeding for review claim, the commencement and continuation of such proceedings shall suspend the collection thereof from the Lender and/or any member of the Borrowing Group and compliance by any applicable member of the Borrowing Group with the contested Legal Requirement or other matter may legally be delayed pending the prosecution of any Applicable Law such proceeding without the occurrence or creation of any Lien, encumbrancecharge or liability of any kind against the Mortgaged Property, levy(c) neither the Mortgaged Property nor any interest of the Lender therein would be in any immediate danger of being sold, attachment forfeited, attached or encroachment relating to any Property shall be prosecuted diligently and in good faith in appropriate proceedings by the Lessee, or (b) compliance with lost as a result of such Applicable Law shall have been excused or exempted by a valid nonconforming use, variance permit, waiver, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (d) in the reasonable opinion case of a Legal Requirement, neither the Lender nor any member of the Lessor, the Administrative Agent and the Lenders) involve (A) Borrowing Group would be in any risk immediate danger of civil or criminal liability being imposed on the Lessor, the Administrative Agent or any Lender 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 TEN THOUSAND DOLLARS (B$10,000), then, in any such event, the Borrower shall deliver to the Lender an Officer's Certificate and opinion of counsel, if the Lender deems the delivery of an opinion to be appropriate, opinioning as to the validity of the statements set forth in clauses (b), (c) any risk of and (1d), to the extent applicable, (f) foreclosure, forfeiture or loss the Borrower shall give such cash security as may be demanded in good faith by the Lender to insure the ultimate payment of any Propertyfine, penalty, interest or cost and to prevent any part thereof, sale or (2) forfeiture of the nonpayment affected portion of Rent the Mortgaged Property by reason of such non-payment or (C) any substantial risk of (1) the creation of any Lien (other than a Permitted Property Lien) on any part of any Propertynon-compliance, (2g) civil liability being imposed on if such contest be finally resolved against the Lessor, the Administrative Agent, any Lender or any Property unless member of the Borrowing Group, the Borrower shall promptly pay (or cause to be paid) the amount required to be paid, together with all interest and penalties accrued thereon and, if applicable, the Borrower, shall comply with and shall cause any Lessee and any Manager to comply with the applicable Legal Requirement and (h) no state of facts or circumstance exist which constitutes, or with the passage of time and/or the giving of notice, could constitute a Loan Default; provided, however, the provisions of this Section 9 shall have otherwise bonded or secured such amounts in a manner satisfactory not be construed to permit the Borrower to contest the payment of any other sums payable by the Borrower to the Lessor, Lender under any of the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedingsLoan Documents.
Appears in 1 contract
Samples: Loan Agreement (Balanced Care Corp)
Permitted Contests. If, After prior written notice to the extent and for so long as ------------------ Beneficiary, the Grantor at its expense may contest, or cause to be contested, by appropriate action conducted in good faith, the 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 Grantor pursuant to the provisions of Section 1.12), provided that, (a) a testin the case of ------------ -------- ---- an unpaid Imposition, challengelien, appeal encumbrance or proceeding for review charge, such proceedings shall suspend the collection thereof from the Grantor, the Beneficiary, and the Collateral (including any rent or other income therefrom) and shall not interfere with the payment of any Applicable Law such rent or any Lienincome, 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 neither the Collateral nor any rent or exempted by a valid nonconforming useother income therefrom nor any part thereof or interest therein would be in any danger of being sold, variance permitforfeited, waiverlost or interfered with, extension or forbearance, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (c) in the reasonable opinion case of a Legal Requirement, neither the Lessor, Grantor nor the Administrative Agent and the Lenders) involve (A) Beneficiary would be in danger of any risk of civil or criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or therewith, (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any part thereof, or (2d) the nonpayment of Rent Grantor shall have furnished such security, if any, as may be required in the proceedings or as may be requested by the Beneficiary, (C) any substantial risk of (1e) the creation non-payment of any Lien (other than a Permitted Property Lien) on the whole or any part of any Property, (2) civil liability being imposed on Imposition will not result in the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in delivery of a manner satisfactory tax deed to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be brought 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 its name if and so long as (iaccordance with this Section 1.8) the Lessee has shall ----------- not elected the Remarketing Optionbe interfered with or otherwise affected, and (iig) in the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory case of any Insurance Requirement, the failure of the Grantor to such party) with respect comply therewith shall not affect the validity of any insurance required to such proceedings.be maintained by the Grantor under Section 2.1. -----------
Appears in 1 contract
Samples: Aristotle Corp
Permitted Contests. If, After prior written notice to the extent ------------------ Mortgagee, the Mortgagor at its expense may contest, or cause to be contested, by appropriate legal proceedings conducted in good faith and for so long as with due diligence, the 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, provided that, (a) a testin the case of an unpaid Imposition, challenge-------- ---- lien, appeal encumbrance or proceeding for review charge, such proceedings shall suspend the collection thereof from the Mortgagor, the Mortgagee, and the Collateral (including any rent or other income therefrom) and shall not interfere with the payment of any Applicable Law such rent or any Lienincome, 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 neither the Collateral nor any rent or exempted by a valid nonconforming useother income therefrom nor any part thereof or interest therein would be in any danger of being sold, variance permitforfeited, waiverlost, extension impaired or forbearanceinterfered with, the Lessee shall not be required to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (c) in the reasonable opinion case of a Legal Requirement, neither the Lessor, Mortgagor nor the Administrative Agent and the Lenders) involve (A) Mortgagee would be in danger of any risk of civil or criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or therewith, (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any part thereof, or (2d) the nonpayment of Rent Mortgagor shall have furnished such security, if any, as may be required in the proceedings or as may be reasonably requested by the Mortgagee, (C) any substantial risk of (1e) the creation non- payment of any Lien (other than a Permitted Property Lien) on the whole or any part of any Property, (2) civil liability being imposed on Imposition will not result in the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in delivery of a manner satisfactory tax deed to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them Collateral or any part thereof because of such non-payment, (f) the payment of any sums required to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) paid with respect to such proceedings.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. If, to the extent and for so a. So long as (a) a testno Event of Default has occurred and is continuing, challengeafter prior written notice to Landlord, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (i) pay any Imposition, (ii) comply with such Applicable Law any Legal Requirement, (iii) discharge or remove any Lien referred to in Paragraphs 9 or discharge 12, or (iv) take any Lienaction with respect to any violation referred to in Paragraph 11(b), encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk in the event the matter at hand is in respect of criminal a liability being imposed on 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 Lessoramount of 125% of the amount (or reasonably estimated amount, the Administrative Agent or any Lender for failure if no exact amount is ascertainable) to comply therewith or be contested by Tenant, and (B) any risk Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, 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 (1) foreclosurethe collection of, or other realization upon, the Imposition or Lien so contested, (2) the sale, forfeiture or loss of any Propertyof the Leased Premises, any Basic Rent or any part thereofAdditional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (3) any interference with the use or occupancy of any of the Leased Premises, (24) any interference with the nonpayment payment of any Basic Rent or any Additional Rent, (C5) any substantial risk of (1) such contest and/or settlement shall not result in the creation of any Lien increase in the Impositions due or result in greater liability (other than a Permitted Property Lien) on any part of any Propertyinterest, (2) civil liability being imposed on penalty or the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof like to be brought in its name paid by Tenant if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such partycontest is unsuccessful) with respect to such proceedingsany Legal Requirement and (6) the cancellation of any fire or other insurance policy.
Appears in 1 contract
Samples: Real Estate Sale Agreement (Axcelis Technologies Inc)
Permitted Contests. If, to the extent and for so long as (a) a testSo long as no Event of Default has occurred and is continuing, challengeafter prior written notice to Landlord, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to (i) pay any Imposition, (ii) comply with such Applicable Law any Legal Requirement, (iii) discharge or remove any Lien referred to in Paragraphs 9 or discharge 12, or (iv) take any Lienaction with respect to any violation referred to in Paragraph 11(b), encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk in the event the matter at hand is in respect of criminal a liability being imposed on 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 Lessoramount of 125% of the amount (or reasonably estimated amount, the Administrative Agent or any Lender for failure if no exact amount is ascertainable) to comply therewith or be contested by Tenant, and (B) any risk Tenant shall contest, in good faith and at its expense, the existence, the amount or the validity thereof, 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 (1) foreclosurethe collection of, or other realization upon, the Imposition or Lien so contested, (2) the sale, forfeiture or loss of any Propertyof the Leased Premises, any Basic Rent or any part thereofAdditional Rent to satisfy the same or to pay any damages caused by the violation of any such Legal Requirement or by any such violation, (3) any interference with the use or occupancy of any of the Leased Premises, (24) any interference with the nonpayment payment of any Basic Rent or any Additional Rent, (C5) any substantial risk of (1) such contest and/or settlement shall not result in the creation of any Lien increase in the Impositions due or result in greater liability (other than a Permitted Property Lien) on any part of any Propertyinterest, (2) civil liability being imposed on penalty or the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof like to be brought in its name paid by Tenant if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such partycontest is unsuccessful) with respect to such proceedingsany Legal Requirement and (6) the cancellation of any fire or other insurance policy.
Appears in 1 contract
Permitted Contests. If, to the extent and for so long as (a) a testLessee, challengeat its expense, appeal or proceeding for review of any Applicable Law or any Lienmay contest, encumbrance, levy, attachment or encroachment relating to any Property shall be prosecuted diligently and by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to comply pursuant to Section 5.02(b) or any Environmental Law under Section 5.06, or the amount or validity or application, in appropriate whole or in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance 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 charge (i) the commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii) neither the Premises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (iii) Lessee shall have furnished such security, if any, as may be required in the proceedings and as may be reasonably required by Lessor (but in no event shall such additional security be required in excess of 125% of the amount in dispute and may be in the form of a letter of credit), and (iv) if such contest be finally resolved against Lessee, Lessee shall promptly pay the amount required to be paid, together with all 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 (b) compliance expense of any kind that may be imposed upon Lessor in connection with any such Applicable Law shall have been excused or exempted by a valid nonconforming usecontest and any loss resulting therefrom. Notwithstanding any other provision of this Lease to the contrary, variance permit, waiver, extension or forbearance, the Lessee shall not be required in default hereunder in respect to the compliance with any Legal Requirement with which Lessee is obligated to comply with such Applicable Law or remove or discharge any Lien, encumbrance, levy, attachment or encroachment but only if and so long as any such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion of the Lessor, the Administrative Agent and the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosure, forfeiture or loss of any Property, or any 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, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent and the Lenders, as the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender shall be required to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as (i) the Lessee has not elected the Remarketing Option, and (ii) the Lessee pays all related expenses and indemnifies such party (in a manner satisfactory to such party) with respect to such proceedings.to
Appears in 1 contract
Samples: Lease Agreement (Navarre Corp /Mn/)
Permitted Contests. IfNotwithstanding any other provision of this Lease, to the extent and for so long as (a) a test, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (a) pay any Imposition, (b) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (c) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 any such testTenant shall contest, challengein good faith, appealthe existence, proceedingamount or validity thereof, waiver, extension, forbearance or noncompliance shall not (in the reasonable opinion amount of the Lessordamages 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 Administrative Agent and Permitted Violation so contested, (ii) the Lenders) involve (A) any risk of criminal liability being imposed on the Lessor, the Administrative Agent or any Lender for failure to comply therewith or (B) any risk of (1) foreclosuresale, forfeiture or loss of any Property, the Leased Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (iii) any interference with the use or occupancy of the Leased Premises, (iv) any interference with the payment of any Rent, or (2v) the nonpayment of Rent cancellation or (C) any substantial risk of (1) increase in the creation rate of any Lien (other than insurance policy or a statement by the carrier that coverage will be denied. Tenant shall provide Landlord security which is satisfactory, in Landlord’s reasonable judgment, to assure that such Permitted Property Lien) on Violation is corrected, including all Costs, interest and penalties that may be incurred or become due in connection therewith. While any part proceedings which comply with the requirements of any Property, (2) civil liability being imposed on the Lessor, the Administrative Agent, any Lender or any Property unless the Lessee shall have otherwise bonded or secured such amounts in a manner satisfactory to the Lessor, the Administrative Agent this Paragraph 14 are pending and the Lendersrequired 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 the case may be, or (3) enjoinment of, or interference with, the use, possession or disposition of any Property in any respectto Landlord. Neither the Lessor, the Administrative Agent nor any Lender Each such contest shall be required promptly and diligently prosecuted by Tenant to join in any proceedings pursuant to this Section 12.1 unless a provision of any Applicable Law requires final conclusion, except that such proceedings be brought by or in the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and Tenant, so long as (i) the Lessee conditions of this Paragraph 14 are at all times complied with, has not elected the Remarketing Optionright 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 (ii) perform all acts the Lessee pays all related expenses and indemnifies performance of which shall be ordered or decreed as a result thereof. No such party (in a manner satisfactory contest shall subject Landlord to such party) with respect to such proceedingsthe risk of any civil or criminal liability.
Appears in 1 contract
Samples: Lease Agreement (Banctec Inc)
Permitted Contests. If, to the extent and for so long as (a) a testNotwithstanding any other provision of this Lease, challenge, appeal or proceeding for review of any Applicable Law or any Lien, 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, the Lessee Tenant shall not be required to comply with such Applicable Law (i) pay any Imposition, (ii) discharge or remove any lien referred to in Paragraph 11 or discharge 13 or (iii) take any Lienaction with respect to any encroachment, encumbranceviolation, levyhindrance, attachment obstruction or encroachment but only if impairment referred to in Paragraph 12(b) (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 any at the time of such test, challenge, appeal, proceeding, waiver, extension, forbearance or noncompliance shall not non-compliance the following criteria are met (in the reasonable opinion of the Lessorcollectively, the Administrative Agent and the Lenders) involve “Contest Requirements”): (A) any risk no Event of criminal liability being imposed on Default with respect to the LessorRelated Premises to which the Permitted Violation pertains, the Administrative Agent or any Lender for failure to comply therewith or exists, (B) any risk Tenant contests, in good faith, the existence, amount or validity thereof, 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 (1) foreclosurethe collection of, or other realization upon, the Permitted Violation so contested, (2) the sale, forfeiture or loss of any Property, of the applicable Related Premises or any part thereofRent to satisfy or to pay any damages caused by any Permitted Violation, (3) any material interference with the use or occupancy of any of the applicable Related Premises, (4) any interference with the payment of any Rent, or (25) the nonpayment cancellation or increase in the rate of Rent any insurance policy or a statement by the carrier that coverage will be denied, and (C) any substantial risk of Tenant pays to Landlord the following: (1x) the creation of any Lien (other than with respect to a Permitted Property LienViolation under clause (i) on any part of any PropertyParagraph 14(a) above or clause (ii) of Paragraph 14(a) above if the contest is with respect to a sum certain, an amount sufficient to pay the amount in dispute with respect to the applicable Permitted Violation including penalties and interest assuming payment is made thirty (30) days following the date of payment by Tenant to the Landlord, which amount shall be increased by Tenant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the amount theretofore paid to Landlord is no longer sufficient to pay the amount in dispute, (2y) civil liability being imposed on with respect to a Permitted Violation under clause (iii) of Paragraph 14(a) above, or clause (ii) of Paragraph 14(a) above if the Lessorcontest is not with respect to a sum certain, an amount mutually agreed upon by Landlord and Tenant, each acting in good faith, which amount shall be increased by Tenant within ten (10) days of written demand by Landlord if Landlord reasonably determines in good faith that the Administrative Agentamount theretofore paid to Landlord is no longer sufficient to pay or otherwise satisfy the amount in dispute; provided, any Lender or any Property unless the Lessee however, that Landlord shall have otherwise bonded or secured the right to demand such amounts in a manner satisfactory increases. If Landlord and Tenant are unable to agree upon an amount under this clause (y), Tenant shall have no right to contest the Lessor, the Administrative Agent and the Lenders, as the case may be, or applicable Permitted Violation. (3b) enjoinment of, or interference with, the use, possession or disposition of any Property in any respect. Neither the Lessor, the Administrative Agent nor any Lender Landlord shall be required to join in any proceedings pay the amount(s) paid by Tenant to Landlord pursuant to this Section 12.1 unless a provision Paragraph 14(a) above to the applicable Person or governmental authority upon the written request of Tenant. If Tenant does not request such payment be made, Landlord shall only have the right to pay the amount(s) paid by Tenant pursuant to Paragraph 14(a) above to the applicable Person or governmental authority if at any Applicable Law requires that time following such proceedings be brought payment by or in Tenant to Landlord, any of the name of such party; and in that event such party will join in the proceedings or permit them or any part thereof to be brought in its name if and so long as Contest Requirements are no longer satisfied. (c) If either (i) the Lessee Landlord has not elected paid the Remarketing Optionsums paid to it under this Paragraph 14 to the applicable Person or governmental authority, and or, (ii) Landlord has paid the Lessee pays all related expenses sums paid to it under this Paragraph 14 and indemnifies Landlord then receives a refund from the applicable Person or Governmental Authority), such party (amount held or received by Landlord shall be paid to Tenant upon the conclusion of the applicable Permitted Contest unless this Lease has been terminated as a result of an Event of Default, in a manner satisfactory which case Landlord shall have the right to apply such party) sums toward the damages owed by Tenant under Paragraph 23 hereof, with respect any excess then paid to such proceedingsTenant.
Appears in 1 contract
Samples: Lease Agreement
