Common use of Payment of Obligations Clause in Contracts

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not result in a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc)

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Payment of Obligations. Each of Holdings and the Parent The Administrative Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be likely to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Administrative Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (cd) the failure to make payment pending such contest would is not reasonably likely to result in a Material Adverse Effect.

Appears in 9 contracts

Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Holdings Corp)

Payment of Obligations. Each of Holdings and the Parent Such Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc), Credit Agreement (Aol Time Warner Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect or become a Lien on any of its property, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Digital Generation Systems Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Starz, LLC), Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)

Payment of Obligations. Each of Holdings the Company and the Parent Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdingsthe Company, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Credit Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Covered Subsidiaries to, pay its obligationsobligations (other than Indebtedness), including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (ba) Holdings, the Parent Borrower or such Covered Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and or (cb) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Time Warner Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilitiestax liabilities and material contractual obligations, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such the applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Loan Documents (BlackRock TCP Capital Corp.), Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or IFRS (as appropriate) and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Facility Agreement (Fly Leasing LTD), Facility Agreement (Fly Leasing LTD), Senior Secured Credit Agreement (Fly Leasing LTD)

Payment of Obligations. Each of Holdings the Parent and the Parent Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdingsthe Parent, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Jackson Hewitt Tax Service Inc), Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)

Payment of Obligations. Each of Holdings and the Parent The Administrative Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Administrative Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)

Payment of Obligations. Each of Intermediate Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower Intermediate Holdings or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) to the extent that the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)

Payment of Obligations. Each of Holdings and the Parent Such Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive Corp), Credit Agreement (QVC Inc)

Payment of Obligations. Each of Holdings and Other than contractual obligations relating to Indebtedness, the Parent Borrower will, and will cause each of its Subsidiaries Subsidiary to, pay comply with its contractual obligations, including payment of its obligations, including Tax liabilities, that, if not paid, would with respect to which the failure of such compliance could result in a Material Adverse Effect before the same shall become delinquent or in defaultEffect, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment comply pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)

Payment of Obligations. Each of Holdings and the Parent Such Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsobligations (other than Indebtedness), including Tax tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Bard C R Inc /Nj/), Credit Agreement (Bard C R Inc /Nj/)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and GAAP, or (cii) the failure to make payment pending such contest would not result in reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Term Loan Agreement (Brixmor Property Group Inc.), Revolving Credit and Term Loan Agreement (Brixmor Property Group Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings and the Parent Borrower The Loan Parties will, and will cause each of its the Material Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower Loan Parties or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Sherwin Williams Co), 364 Day Bridge Credit Agreement (Sherwin Williams Co)

Payment of Obligations. Each of Holdings and the Parent Such Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Regulated Subsidiaries to, pay its obligationsobliga­tions, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri­ate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto as necessary in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Subsidiaries and the other Credit Parties to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, Holdings the Parent Borrower or such Subsidiary or Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Florida Gaming Corp)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings the Company and the Parent Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdingsthe Company, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Healthcare Trust of America, Inc.), Credit Agreement (Healthcare Trust of America, Inc.)

Payment of Obligations. Each of Holdings The Borrower and the Parent Borrower Company will, and will cause each of its their Subsidiaries to, pay its obligations, and liabilities, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdingsthe Company, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Home Properties Inc), Credit Agreement (Home Properties Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SAP or both, as the case may be, and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (ACA Capital Holdings Inc), Credit Agreement (ACA Capital Holdings Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilitiestax liabilities and material contractual obligations, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Guarantee and Security Agreement (Franklin BSP Capital Corp), Senior Secured Credit Agreement (Franklin BSP Lending Corp)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) (Page 144 of 252 Pages) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Transmedia Network Inc /De/)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsobligations (other than those under the Senior Credit Agreement), including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Symmetry Medical Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could, individually or in the aggregate, result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate such reserves with respect thereto in accordance as may be required by with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (NortonLifeLock Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries Restricted Subsidiary to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri-ate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Carrizo Oil & Gas Inc)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and Holdings will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower Holdings or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Acxiom Holdings, Inc.)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Subsidiaries and the other Loan Parties to, pay its their obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (ai)(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and GAAP, or (cii) the failure to make payment pending such contest would not result in reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, to pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Panamsat Corp /New/)

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Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Regulated Subsidiaries to, pay its obligationsobliga­tions, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri­ate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto as necessary in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect. SECTION 5.05.

Appears in 1 contract

Samples: Credit Agreement (Central Vermont Public Service Corp)

Payment of Obligations. Each of Holdings Limited and the Parent ----------------------- Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its material Indebtedness and other material obligations, including material Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) HoldingsLimited, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Global Crossing LTD)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will ---------------------- cause each of its Consolidated Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Consolidated Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hearst Argyle Television Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligationsobliga­tions, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri­ate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Warren Resources Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Material Subsidiaries to, pay its material obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SSAP (as applicable) and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genworth Financial Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with and as required by GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ugi Corp /Pa/)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Agreement (Aol Time Warner Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Significant Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Joinder Agreement (Newell Rubbermaid Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Significant Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Bridge Loan Agreement (Newell Brands Inc)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Griffon Corp)

Payment of Obligations. Each of Holdings and the Parent The Term Facility Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Term Facility Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PERRIGO Co LTD)

Payment of Obligations. Each of Holdings the Parent and the Parent Borrower will, and will cause each of its their respective Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdingsthe Parent, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Jackson Hewitt Tax Service Inc)

Payment of Obligations. Each of Holdings Limited and the Parent each ---------------------- Borrower will, and will cause each of its Subsidiaries the Restricted Persons to, pay its material Indebtedness and other material obligations, including material Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) HoldingsLimited, the Parent Borrower GCHL and GCNA or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Global Crossing LTD)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Bea Systems Inc)

Payment of Obligations. Each of Holdings and the Parent Borrower willThe Borrowers shall, and will shall cause each of its the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be likely to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP generally accepted accounting principles and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Vitran Corp Inc)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiaries to, to pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect Effect, before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries Restricted Subsidiary to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri-ate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary Restricted Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse EffectEffect or any Collateral becoming subject to forfeiture or loss as a result of such contest.

Appears in 1 contract

Samples: Credit Agreement (Clayton Williams Energy Inc /De)

Payment of Obligations. Each of Holdings and the Parent Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries Subsidiary to, pay its obligationsmaterial obligations (other than with respect to Non-Recourse Indebtedness of Excluded Subsidiaries), including material Tax liabilities, that, if not paid, would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Americold Realty Trust)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri-ate proceedings, (b) Holdings, the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Liberty Media Corp)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsobligations (other than Indebtedness), including Tax tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.. Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Bard C R Inc /Nj/)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Significant Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Significant Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with to the extent required by GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (CMP Group Inc)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, other than Indebtedness but including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Assignment and Assumption (Nvidia Corp)

Payment of Obligations. Each of Holdings and the Parent The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, would could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP (or, after the Alcatel Merger, IFRS) and (c) the failure to make payment pending such contest would could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Lucent Technologies Inc

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