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

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lessee.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company and each Borrower will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the LesseeCompany.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee Company and each Borrower will, and will cause each of its Material 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 incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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 penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee willBorrower shall, and will shall cause each of its Significant Subsidiaries to, pay all taxesTaxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials materials, and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) The Lessee will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty fine or interest shall be incurred with respect thereto; provided provided, that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lessee.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. 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 material properties or assets or in respect of any of its income, businesses or franchises before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest 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 diligently conducted and if conducted, so long as such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. 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 penalty, fine or interest penalty accrues thereon, and all claims (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 may could reasonably be expected to become a Lien upon any of its properties or assets, prior to the time when any penalty or fine or interest shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. The Company will, and will cause each of its Subsidiaries to, pay all taxesmaterial Taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Holdings will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty fine or interest shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor therefore in the financial statements of the LesseeHoldings.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. 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 penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that -------- no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee Holdings will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor therefore in the financial statements of the LesseeHoldings.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each of Holdings and 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 material properties or assets or in respect of any of its income, businesses or franchises before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee Each of the Company, Publishing and the Guarantor will, and will cause its each of their respective Subsidiaries to, pay all taxesTaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided , the nonpayment of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Guarantor and its Subsidiaries, taken as a whole, provided, however, that no such charge or claim need be paid if the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. The Company will, and will cause its Subsidiaries each of the Guarantors to, pay all taxesmaterial Taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if the -------- validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee X.Xxxxxxx will, and will cause each of its Subsidiaries to, pay all taxes, material taxes and all 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 penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine or interest 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 timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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 penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and 119 diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee willBorrower shall, and will shall cause each of its Significant Subsidiaries to, pay all taxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials materials, and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine or interest shall be incurred with respect thereto; provided that PROVIDED THAT no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Each Borrower will, and will cause each of its Subsidiaries to, pay all 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 penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good -------- faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty, fine or interest material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine or interest shall be incurred with respect thereto; provided that no such -------- charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (ia) Lessee Borrower will, and will cause each of its Subsidiaries to, pay all taxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses businesses, or franchises before any penalty, fine or interest penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials materials, and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the Lesseetherefor.

Payment of Taxes and Claims; Tax Consolidation. (i) Lessee A. Company will, and will cause its Subsidiaries to, pay all 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 penalty, fine or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty penalty, fine or interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefor in the financial statements of the LesseeCompany.