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

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers shall, and shall cause each of such Borrower's Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such Borrower's or such Subsidiary's Property or ------------ assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and -------- ------- governmental charges referred to in clause (a) above or claims referred to in ---------- clause (b) above are required to be paid if being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shall, nor shall any Borrower permit any of such Borrower's Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Credit Party shall, and shall cause each of such Borrower's Subsidiaries Credit Party Entity to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,200,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,200,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such Borrower's or such Subsidiary's Credit Party Entity’s Property or ------------ assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Each Credit Party shall, howeverand shall cause each Credit Party Entity to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred greater than $2,200,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property, and (b) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,200,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any Credit Party Entity’s Property or assets. Notwithstanding the preceding sentences, each Credit Party Entity shall have the right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) above or claims referred to in ---------- clause (bof the definition thereof) above are required to be paid if being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shall, nor shall any Borrower permit any of such Borrower's Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries)respect thereto is effectively stayed.

Payment of Taxes and Claims; Tax Consolidation. Each of the The Parent ---------------------------------------------- Borrowers Guarantor shall, and shall cause each of such Borrower's its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges or levies imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income income, sales, capital, profit or Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.0310.3) upon any of such Borrowerthe Parent Guarantor's or such Subsidiary's ------------ Property or ------------ assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such -------- ------- taxes, assessments and -------- ------- governmental charges referred to in clause (a) ---------- above or claims Claims referred to in ---------- clause (b) above are required to need be paid if being ---------- contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shallThe Parent Guarantor will not, nor shall any Borrower will it permit any of such Borrower's its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company Parent Guarantor and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Borrower shall, and shall cause each of such Borrower's Subsidiaries Borrower Subsidiary to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such any Borrower's or such Borrower Subsidiary's Property or ------------ assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Each Borrower shall, howeverand shall cause each Borrower Subsidiary to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred greater than $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property, and (b) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of any Borrower's or Borrower Subsidiary's Property or assets. Notwithstanding the preceding sentences, any Borrower or Borrower Subsidiary shall have the right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) above or claims referred to in ---------- clause (bof the definition thereof) above are required to be paid if being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shall, nor shall any Borrower permit any of such Borrower's Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries)respect thereto is effectively stayed.

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Borrower shall, and shall cause each of such Borrower's Subsidiaries Credit Party Entity to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,200,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,200,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such Borrower's or such Subsidiary's Credit Party Entity’s Property or ------------ assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Borrower shall, howeverand shall cause each Credit Party Entity to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred greater than $2,200,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property, and (b) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,200,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any Credit Party Entity’s Property or assets. Notwithstanding the preceding sentences, each Credit Party Entity shall have the right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) above of the definition thereof) with respect thereto is effectively stayed. Borrower shall promptly pay or claims referred to in ---------- clause (b) above are required cause to be paid if being contested in good faith by ---------- any valid judgment enforcing any such taxes and cause the same to be satisfied of record. Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shallwill not, nor shall any Borrower will permit any of such Borrower's Subsidiaries Credit Party Entity to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company its parent and its Subsidiaries).Subsidiaries pursuant to the Tax Sharing Agreement or otherwise. Credit Agreement

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Borrower shall, and shall cause each of such Borrower's Subsidiaries Borrower Subsidiary to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such any Borrower's ’s or such Borrower Subsidiary's ’s Property or ------------ assets, prior to the time when within five days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Each Borrower shall, howeverand shall cause each Borrower Subsidiary to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred to greater than $2,000,000 imposed upon it or on any of its Property or assets or in clause (a) above respect of any of its franchises, business, income or claims referred to in ---------- clause Property, and (b) above are required all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of any Borrower’s or Borrower Subsidiary’s Property or assets. Notwithstanding the preceding sentences, any Borrower or Borrower Subsidiary shall have the right to be paid if being contested contest in good faith by ---------- such Borrower the validity or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger amount of any material risk such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the Collateral and period of such contest if (i) it diligently prosecutes such reserve or other appropriate provisioncontest, if any, as shall be required (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien with respect thereto is effectively stayed. Each Borrower shall have been made thereforpromptly pay or cause to be paid any valid judgment enforcing any such taxes and cause the same to be satisfied of record. No Borrower shallwill, nor shall or will permit any Borrower permit any of such Borrower's Subsidiaries Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company its parent and its Subsidiaries)Subsidiaries pursuant to the Tax Sharing Agreement or otherwise.

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Borrower shall, and shall cause each of such Borrower's Subsidiaries Borrower Subsidiary to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section SECTION 9.03) upon any of such any Borrower's or such Borrower Subsidiary's Property or ------------ assets, prior to the time when within five days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Each Borrower shall, howeverand shall cause each Borrower Subsidiary to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred to greater than $2,000,000 imposed upon it or on any of its Property or assets or in clause (a) above respect of any of its franchises, business, income or claims referred to in ---------- clause Property, and (b) above are required all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 9.03) upon any of any Borrower's or Borrower Subsidiary's Property or assets. Notwithstanding the preceding sentences, any Borrower or Borrower Subsidiary shall have the right to be paid if being contested contest in good faith by ---------- such Borrower the validity or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger amount of any material risk such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the Collateral and period of such contest if (i) it diligently prosecutes such reserve or other appropriate provisioncontest, if any, as shall be required (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien with respect thereto is effectively stayed. Each Borrower shall have been made thereforpromptly pay or cause to be paid any valid judgment enforcing any such taxes and cause the same to be satisfied of record. No Borrower shallwill, nor shall or will permit any Borrower permit any of such Borrower's Subsidiaries Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company its parent and its Subsidiaries)Subsidiaries pursuant to the Tax Sharing Agreement or otherwise.

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers The Borrower shall, and shall cause each of such Borrower's its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its Property property or assets or in respect of any of its franchises, business, income or Property property by any U.S. federal, state, or local Governmental Authority, which singly or collectively are in a material amount, before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all claims material Claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such the Borrower's or such Subsidiary's Property property or ------------ assets, prior to the time when any penalty or fine shall be incurred assessed with respect thereto; provided, however, that no failure to pay any such taxes, assessments and -------- ------- governmental charges referred to in clause (a) above or claims Claims referred to in ---------- clause (b) above are required to be paid shall not result in a Potential Event of Default or Event of Default if being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefortherefor and further provided that upon the payment of such taxes, assessments and governmental charges referred to in clause (a) above and all penalties and interest associated therewith, the amount of such taxes, assessments and governmental charges shall not be included in determination of the aforesaid materiality threshold. No The Borrower shallwill not, nor shall any Borrower will it permit any of such Borrower's its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company Borrower and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers The Company shall, and shall cause each of such Borrower's its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such Borrowerthe Company's or such Subsidiary's Property or ------------ assetsProperty, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, however, that no such taxes, assessments and -------- ------- governmental charges referred to in clause (a) above or claims referred to in ---------- clause (b) above are required to be paid if being contested in good faith by ---------- such Borrower the Company or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP -105- 107 shall have been made therefor; provided, further, however, to the extent there exists any unpaid taxes resulting from the failure to file the tax returns referred to in Schedule 6.01-K, the Company shall use its best efforts to satisfy such tax obligations as soon as practicable after the Effective Date. No Borrower shall, nor The Company shall any Borrower not and shall not permit any Subsidiary of such Borrower's Subsidiaries the Company to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Each of the ---------------------------------------------- Borrowers Borrower shall, and shall cause each of such Borrower's Subsidiaries Borrower Subsidiary to, pay (a) all taxes, assessments and other governmental charges less than or equal to $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property before any within five days upon Knowledge that a penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues has accrued thereon, and (b) all claims Claims (including, without limitation, claims for labor, services, materials and supplies) for sums less than or equal to $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of such any Borrower's ’s or such Borrower Subsidiary's ’s Property or ------------ assets, prior to the time when within fifteen days upon Knowledge that any penalty or fine shall be incurred has accrued with respect thereto; provided. Each Borrower shall, howeverand shall cause each Borrower Subsidiary to, that no such pay (a) on the day when due, all taxes, assessments and -------- ------- other governmental charges referred greater than $2,000,000 imposed upon it or on any of its Property or assets or in respect of any of its franchises, business, income or Property, and (b) all Claims (including, without limitation, claims for labor, services, materials and supplies) for sums greater than $2,000,000 which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of any Borrower’s or Borrower Subsidiary’s Property or assets. Notwithstanding the preceding sentences, any Borrower or Borrower Subsidiary shall have the right to contest in good faith the validity or amount of any such taxes or claims by proper proceedings timely instituted, and may permit the taxes or claims to be contested to remain unpaid during the period of such contest if (i) it diligently prosecutes such contest, (ii) it makes adequate provision in conformity with GAAP with respect to the contested items, and (iii) during the period of such contest, the enforcement and ability of any taxing authority to force payment of any contested item or to impose a Lien (other than any Customary Permitted Lien as defined in clause (a) above or claims referred to in ---------- clause (bof the definition thereof) above are required to be paid if being contested in good faith by ---------- such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted and conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. No Borrower shall, nor shall any Borrower permit any of such Borrower's Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries)respect thereto is effectively stayed.