Laserfiche WebLink
<br />4.2.3 all inspection fees, taxes, bonds, permits, certificates, assessments and <br />sales, use, property or other taxes, fees or tolls of any nature whatsoever (together with any <br />related interest or penalties) now or hereafter imposed against Landlord or Tenant by any federal, <br />state, county or local governmental authority upon or with respect to the Premises or the use <br />thereof or upon the possession, leasing, use, operation or other disposition thereof or upon the <br />rents, receipts or earnings arising therefrom or upon or with respect to this Lease; and <br /> <br />4.2.4 all taxes assessed against and levied upon trade fixtures, furnishings, <br />equipment, and all other personal property of Tenant contained in the Premises or elsewhere, <br />which Tenant shall cause to be separately assessed and billed directly to Tenant. <br /> <br />Tenant shall pay when due or reimburse and indemnify and hold Landlord harmless from and <br />against any Taxes. Notwithstanding the foregoing, the term "Taxes" shall not include any <br />general income taxes, inheritance taxes, and estate taxes imposed upon Landlord. <br /> <br />4.3 Tenant's Right to Contest Taxes. <br /> <br />4.3.1 Tenant shall have the right, at its sole cost and expense, to contest the <br />amount or validity, in whole or in part, of any Taxes by appropriate proceedings diligently <br />conducted in good faith, but no such contest shall be carried on or maintained by Tenant after the <br />time limit for the payment of any Taxes unless Tenant shall (i) pay the amount involved under <br />protest; (ii) procure and maintain a stay of all proceedings to enforce any collection of any Taxes, <br />together with all penalties, interest, costs and expenses, by a deposit of a sufficient sum of <br />money, or by such undertaking, as may be required or permitted by law to accomplish such stay; <br />or (iii) deposit with Landlord, as security for the performance by Tenant of its obligations <br />hereunder with respect to such Taxes, 100% of such contested amount or such other reasonable <br />security as may be demanded by Landlord to insure payment of such contested Taxes and all <br />penalties, interest, costs and expenses which may accrue during the period of the contest. Upon <br />the termination of any such proceedings, Tenant shall pay the amount of such Taxes or part <br />thereof, as finally determined in such proceedings, together with any costs, fees (including all <br />reasonable attorneys' fees and expenses), penalties or other liabilities in connection therewith; <br />provided, however, that if Tenant has deposited cash or cash equivalents with Landlord as <br />security under clause (iii) above, then, so long as no default exists under this Lease, Landlord <br />shall arrange to pay such Taxes (or part thereof) together with the applicable costs, fees and <br />liabilities as described above out of such cash or cash equivalents and return any unused balance, <br />· if any, to Tenant. Otherwise, Landlord shall return to Tenant all amounts, if any, held by or on <br />behalf of Landlord which were deposited by Tenant in accordance with such clause (iii). <br /> <br />4.3.2 Tenant shall have the right, at its cost and expense, to seek a reduction in <br />the valuation of the Premises as assessed for tax purposes and to prosecute any action or <br />proceeding in connection therewith. Provided Tenant is not in default hereunder, Tenant shall be <br />authorized to retain any tax refund of any tax paid by Tenant. <br /> <br />4.3.3 Landlord agrees that whenever Landlord's cooperation is required in any <br />proceeding brought by Tenant to contest any tax, Landlord will reasonably cooperate therein, <br />provided same shall not entail any cost, liability or expense to Landlord. Tenant shall pay, <br /> <br />- 7 - <br />