Common use of Payment of Taxes and Claims; Tax Consolidation Clause in Contracts

Payment of Taxes and Claims; Tax Consolidation. Each Borrower will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to become a material Lien upon any of the properties or assets of such Borrower or any of its Subsidiaries; provided that no such charge or claim need be paid if it is being contested in good faith and by proper proceedings, so long as it has maintained adequate reserves (in the good faith judgment of such Borrower or such Subsidiary) with respect thereto in accordance with GAAP.

Appears in 2 contracts

Samples: Credit Agreement (Amphenol Corp /De/), Credit Agreement (NXS I LLC)

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Payment of Taxes and Claims; Tax Consolidation. Each Borrower will, and will cause each of its their respective Subsidiaries to, pay (a) all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in with respect of to any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, thereon and (b) all lawful material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to may become a material Lien upon any of the its properties or assets of such Borrower before any penalty or any of its Subsidiariesfine is incurred with respect thereto; provided provided, that no such tax charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedings, so long as it has maintained adequate reserves (in the good faith judgment of such diligently conducted and if Borrower or such Subsidiary) with respect thereto Subsidiary has established such reserve or other appropriate provision, if any, as shall be required in accordance conformity with GAAP.

Appears in 2 contracts

Samples: Credit Agreement (Lynch Corp), Credit Agreement (Spinnaker Industries Inc)

Payment of Taxes and Claims; Tax Consolidation. Each Borrower A. Holdings will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to may become a material Lien upon any of the its properties or assets of such Borrower assets, prior to the time when any material penalty or any of its Subsidiariesfine shall be incurred with respect thereto; provided that no such charge or -------- claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedingsdiligently conducted and if such reserve or other appropriate provision, so long if any, as it has maintained adequate reserves (shall be required in the good faith judgment of such Borrower or such Subsidiary) conformity with respect thereto in accordance with GAAPGAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. Each Borrower A. The Company will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could which, if unpaid, would reasonably be expected to become a material Lien (other than a Permitted Lien) upon any of the its properties or assets of such Borrower or any of its Subsidiariesassets; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedingsdiligently conducted and if such reserve or other appropriate provision, so long if any, as it has maintained adequate reserves (shall be required in the good faith judgment of such Borrower or such Subsidiary) conformity with respect thereto in accordance with GAAPGAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Transportation Technologies Industries Inc)

Payment of Taxes and Claims; Tax Consolidation. Each Borrower A. The Parent and the Company will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to which, if unpaid, might become a material Lien (other than a Permitted Encumbrance) upon any of the its properties or assets of such Borrower or any of its Subsidiariesassets; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedingsdiligently conducted and if such reserve or other appropriate provision, so long if any, as it has maintained adequate reserves (shall be required in the good faith judgment of such Borrower or such Subsidiary) conformity with respect thereto in accordance with GAAPGAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Wellman North America Inc)

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Payment of Taxes and Claims; Tax Consolidation. Each 1. Borrower will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to may become a material Lien upon any of the its properties or assets of such Borrower assets, prior to the time when any penalty or any of its Subsidiariesfine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedingsdiligently conducted and if such reserve or other appropriate provision, so long if any, as it has maintained adequate reserves (shall be required in the good faith judgment of such Borrower or such Subsidiary) conformity with respect thereto in accordance with GAAPGAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Eldorado Resorts LLC)

Payment of Taxes and Claims; Tax Consolidation. A. Each Borrower will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to may become a material Lien upon any of the its properties or assets of such Borrower assets, prior to the time when any material penalty or any of its Subsidiariesfine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and by proper proceedingsdiligently conducted and if such reserve or other appropriate provision, so long if any, as it has maintained adequate reserves (shall be required in the good faith judgment of such Borrower or such Subsidiary) conformity with respect thereto in accordance with GAAPGAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Hines Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. Each Borrower will, and will cause each of its Subsidiaries to, pay all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all lawful material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or could reasonably be expected to become a material Lien upon any of the properties or assets of such Borrower or any of its Subsidiaries; provided that no such charge or claim need be paid if it is being contested in good faith and by proper proceedings, so long as it has maintained adequate reserves (in the good faith judgment of such Borrower or such Subsidiary) with respect thereto in accordance with GAAP.

Appears in 1 contract

Samples: Credit Agreement (Boyds Collection LTD)

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