Common use of Payment of Taxes and Assessments; No Liens or Charges Clause in Contracts

Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payable, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee in respect of any payments (other than payments made pursuant to Section 4.10) made or to be made pursuant to this Participation Agreement or the Notes and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided that the Company shall not be required to pay any such tax, assessment or charge so long as (i) the Company at its expense contests by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trustee, and (iii) the Company shall indemnify and hold the Authority and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys’ fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 6 contracts

Samples: Participation Agreement (Orange & Rockland Utilities Inc), Participation Agreement (Consolidated Edison Inc), Participation Agreement (Consolidated Edison Co of New York Inc)

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Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payable, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee in respect of any payments (other than payments made pursuant to Section 4.10) made or to be made pursuant to this Participation Agreement or the Notes and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided that the Company shall not be required to pay any such tax, assessment or charge so long as (i) the Company at its expense contests by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trustee, and (iii) the Company shall indemnify and hold the Authority and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 4 contracts

Samples: Participation Agreement (Consolidated Edison Co of New York Inc), Participation Agreement (Consolidated Edison Inc), Participation Agreement (Consolidated Edison Inc)

Payment of Taxes and Assessments; No Liens or Charges. The Company Corporation will (a) pay, when the same shall become due and payabledue, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee any Fiduciary in respect of any payments (other than payments made pursuant to Section 4.10Sections 4.04 and 4.05) made or to be made pursuant to this Participation Agreement or the Notes Corporation Note and (b) pay or cause to be discharged, within sixty (60) 60 days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; , provided that the Company Corporation shall not be required to pay any such tax, tax or assessment or charge so long as (i) the Company Corporation at its expense contests contests, by appropriate legal proceedings conducted in good faith and with due diligence diligence, the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trusteeor such Fiduciary, and (iii) the Company Corporation shall indemnify and hold the Authority and the Trustee each Fiduciary harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 2 contracts

Samples: Participation Agreement (Ch Energy Group Inc), Participation Agreement (Ch Energy Group Inc)

Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payabledue, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority Authority, the Tender Agent or the Trustee in respect of any payments (other than payments made pursuant to Section 4.10Sections 4.04 and 4.05) made or to be made pursuant to this Participation Agreement or the Notes Company Note and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided , PROVIDED that the Company shall not be required to pay any such tax, tax or assessment or charge so long as (i) the Company at its expense contests contests, by appropriate legal proceedings conducted in good faith and with due diligence diligence, the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority Authority, the Trustee and the TrusteeTender Agent, and (iii) the Company shall indemnify and hold the Authority Authority, the Trustee and the Trustee Tender Agent harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 2 contracts

Samples: Participation Agreement (Marketspan Corp), Participation Agreement (Long Island Lighting Co)

Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payabledue, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee any Fiduciary in respect of any payments (other than payments made pursuant to Section 4.10Sections 4.04 and 4.05) made or to be made pursuant to this Participation Agreement or the Notes Company Note and (b) pay or cause to be discharged, within sixty (60) 60 days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; , provided that the Company shall not be required to pay any such tax, tax or assessment or charge so long as (i) the Company at its expense contests contests, by appropriate legal proceedings conducted in good faith and with due diligence diligence, the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trusteeor such Fiduciary, and (iii) the Company shall indemnify and hold the Authority and the Trustee each Fiduciary harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 1 contract

Samples: Participation Agreement (Central Hudson Gas & Electric Corp)

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Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payable, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee in respect of any payments (other than payments made pursuant to Section 4.104.11) made or to be made pursuant to this Participation Agreement or the Notes Note and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided that the Company shall not be required to pay any such tax, assessment or charge so long as (i) the Company at its expense contests by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trustee, and (iii) the Company shall indemnify and hold the Authority and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys’ fees and disbursements), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment thereof.

Appears in 1 contract

Samples: Participation Agreement (Consolidated Edison Inc)

Payment of Taxes and Assessments; No Liens or Charges. The Company Corporation will (a) pay, when the same shall become due and payabledue, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee in respect of any payments (other than payments made pursuant to Section 4.10Sections 4.06 and 4.08 hereof) made or to be made pursuant to this Participation Agreement or the Notes First Mortgage Bonds, and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided , provided, that the Company Corporation shall not be required to pay any such tax, tax or assessment or charge so long as (i) the Company Corporation at its expense contests by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trustee, and (iii) the Company Corporation shall indemnify and hold the Authority and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursementsexpenses), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment non-payment thereof.

Appears in 1 contract

Samples: Participation Agreement (Niagara Mohawk Power Corp /Ny/)

Payment of Taxes and Assessments; No Liens or Charges. The Company will (a) pay, when the same shall become due and payabledue, all taxes and assessments, including income, profits, property or excise taxes, if any, or other municipal or governmental charges, imposed, levied or assessed by the Federal, state or any municipal government upon the Authority or the Trustee in respect of any payments (other than payments made pursuant to Section 4.10Sections 4.05 and 4.08 hereof) made or to be made pursuant to this Participation Agreement or the Notes Company Obligation, and (b) pay or cause to be discharged, within sixty (60) days after the same shall accrue, any lien or charge upon any such payment (except as aforesaid) made or to be made under this Participation Agreement; provided , provided, that the Company shall not be required to pay any such tax, tax or assessment or charge so long as (i) the Company at its expense contests by appropriate legal proceedings conducted in good faith and with due diligence the amount, validity or application of any such tax, assessment or charge, (ii) such proceedings shall have the effect of suspending the collection thereof from the Authority and the Trustee, and (iii) the Company shall indemnify and hold the Authority and the Trustee harmless from any losses, costs, charges, expenses (including reasonable attorneys' fees and disbursementsexpenses), judgments and liabilities arising in respect of such tax, assessment or charge and the nonpayment non-payment thereof.

Appears in 1 contract

Samples: Participation Agreement (Keyspan Corp)

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