Common use of Obligations and Taxes Clause in Contracts

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 6 contracts

Samples: Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc), Credit Agreement (Ply Gem Holdings Inc)

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Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all material lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Indebtedness, other obligation, Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP GAAP, and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested Indebtedness, other obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien ConditionsLien.

Appears in 4 contracts

Samples: Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such obligation, Tax, assessment, charge, levy or claim so long as (ix)(i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and or (iiiy) the non-payment of all such obligations, Taxes, assessments, charges, levies or claims in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditionsaggregate could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc), Credit Agreement (Adesa Inc)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms terms, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse EffectGAAP, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 3 contracts

Samples: Credit Agreement (PGT, Inc.), Credit Agreement (PGT, Inc.), Second Lien Credit Agreement (PGT, Inc.)

Obligations and Taxes. (a) Pay It will, and will cause each of its material Subsidiaries to, pay its Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that (x) such payment of Indebtedness or claims for labor, material or supplies shall not be required pursuant to this Section 5.03 to the extent failure to so pay could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (y) such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as either (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and Allied Waste or the applicable Company relevant Subsidiary shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other or (ii) such amount not so paid or discharged is less than a Permitted Lien and (iii) $50,000,000 in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditionsaggregate.

Appears in 3 contracts

Samples: Credit Agreement (Allied Waste Industries Inc), Credit Agreement (Allied Waste Industries Inc), Credit Agreement (Allied Waste Industries Inc)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its propertyProperty in excess of $500,000 in the aggregate (other than Taxes in an aggregate net amount not to exceed $21.0 million which may be owing to foreign tax authorities with respect to withholding Taxes relating to employee tax equalization matters), before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) and, in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 2 contracts

Samples: Control Agreement (Bearingpoint Inc), Credit Agreement (Bearingpoint Inc)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided PROVIDED that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 2 contracts

Samples: Credit Agreement (Ply Gem Industries Inc), Credit Agreement (Ply Gem Industries Inc)

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Obligations and Taxes. (a) Pay It will, and will cause each of its material Subsidiaries to, pay its Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that (x) such payment of Indebtedness or claims for labor, material or supplies shall not be required pursuant to this Section 5.03A to the extent failure to so pay could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not result in any Senior Event of Default hereunder; and (y) such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as either (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and Allied Waste or the applicable Company relevant Subsidiary shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other or (ii) such amount not so paid or discharged is less than a Permitted Lien and (iii) $50,000,000 in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditionsaggregate.

Appears in 1 contract

Samples: Execution Copy (Allied Waste Industries Inc)

Obligations and Taxes. (a) Pay It will, and will cause each of its material Subsidiaries to, pay its Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that (x) such payment of Indebtedness or claims for labor, material or supplies shall not be required pursuant to this Section 5.03B to the extent failure to so pay could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and would not result in any Senior Event of Default hereunder; and (y) such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as either (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and Allied Waste or the applicable Company relevant Subsidiary shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other or (ii) such amount not so paid or discharged is less than a Permitted Lien and (iii) $50,000,000 in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditionsaggregate.

Appears in 1 contract

Samples: Execution Copy (Allied Waste Industries Inc)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company shall have set aside on its books adequate reserves or other appropriate provisions provisions, if any, with respect thereto in accordance with GAAP GAAP, and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse Effect, (ii) either no enforcement action has begun or such contest operates to suspend collection of the contested obligation, Tax, assessment assessment, charge, levy or charge other claim and enforcement of a any Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 1 contract

Samples: Credit Agreement (International Coal Group, Inc.)

Obligations and Taxes. (a) Pay its material Indebtedness and other material obligations promptly and in accordance with their terms terms, except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, and pay and discharge promptly when due all Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims for labor, services, materials and supplies or otherwise that, if unpaid, might give rise to a Lien other than a Permitted Lien upon such properties or any part thereof; provided that such payment and discharge shall not be required with respect to any such Tax, assessment, charge, levy or claim so long as (i) the validity or amount thereof shall be contested in good faith by appropriate proceedings timely instituted and diligently conducted and the applicable Company Loan Party shall have set aside on its books adequate reserves or other appropriate provisions with respect thereto in accordance with GAAP and such contested amounts, individually or in the aggregate, are not reasonably expected to have a Material Adverse EffectGAAP, (ii) such contest operates to suspend collection of the contested obligation, Tax, assessment or charge and enforcement of a Lien other than a Permitted Lien and (iii) in the case of Collateral, the applicable Company Loan Party shall have otherwise complied with the Contested Collateral Lien Conditions.

Appears in 1 contract

Samples: Credit Agreement (Builders FirstSource, Inc.)

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