Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and of such returns or nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Issuer will, and will cause the Parent and each of their Subsidiaries Subsidiary to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Parent, the Issuer or any Subsidiary, provided that no Obligor nor none of the Parent, the Issuer or any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Parent, the Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Issuer or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent, the Issuer or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any Subsidiary, ; provided that no Obligor nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary such Obligor or Subsidiary, as the case may be, has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of the Company or such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Restricted Subsidiary, ; provided that no Obligor neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments, charges governmental charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien an Encumbrance on properties or assets of any Obligor either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, tax or assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their the Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each of the Company and the Guarantor will, and will cause each of their its respective Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Guarantor or any Subsidiary, provided that no Obligor neither the Guarantor nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor the Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Guarantor or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Guarantor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any SubsidiarySubsidiary not permitted by Section 10.4, provided that no neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment or nonpayment, as the case may be, of all such taxes, assessments, charges taxes and levies assessments in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided that no Obligor neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided that no Obligor neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Issuer will, and will cause the Parent and each of their Subsidiaries Subsidiary to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Parent, the Issuer or any Subsidiary, ; provided that no Obligor nor none of the Parent, the Issuer or any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Parent, the Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Issuer or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent, the Issuer or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor Borrower or any Subsidiary, provided that no Obligor neither Borrower nor any Subsidiary need file any tax return or pay any such tax, assessment, charge charge, levy or levy claim if (i) the obligation to file or the amount, applicability or validity thereof is contested by such Obligor Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor therefore in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor Borrower or such Subsidiary or (ii) the non-filing and failure to file or the nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Public Hub Company will, and will cause each of their its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Public Hub Company or any Subsidiary, provided ; PROVIDED that no Obligor neither the Public Hub Company nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims or make any such filing if (ia) the amount, applicability or validity thereof is contested by such Obligor the Public Hub Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Public Hub Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Public Hub Company or such Subsidiary or (iib) the nonpayment of all such taxes and assessments and the non-filing and nonpayment of all such taxes, assessments, charges and levies returns in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax, assessment, charge or levy if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the CompanyBorrower) on the books of such Obligor or such Subsidiary or (ii) the non-non filing and nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company and each Guarantor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company, any Obligor Subsidiary or any SubsidiaryGuarantor, provided PROVIDED that no Obligor nor none of the Company, any Subsidiary or any Guarantor need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company, such Obligor Subsidiary or such Subsidiary Guarantor on a timely basis in good faith and in appropriate proceedings, and the Obligors or Company, a Subsidiary or any Guarantor has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or the Company, such Subsidiary or such Guarantor or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all income and franchise tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiaryof its Subsidiaries, provided PROVIDED that no Obligor neither the Borrower nor any Subsidiary of its Subsidiaries need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could would not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, financial condition, properties or assets of the Borrower and its Subsidiaries, taken as a whole.

Payment of Taxes and Claims. The Obligors Parent Guarantor will, and will cause each of their its Subsidiaries to, file all income or similar tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Parent Guarantor or any Subsidiary, provided that no Obligor neither the Parent Guarantor nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Parent Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent Guarantor or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent Guarantor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their propertiesProperties, assets, income or franchises, to the extent the same such taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties Properties or assets of any an Obligor or any SubsidiarySubsidiary of an Obligor, provided that no Obligor nor any and no Subsidiary of an Obligor need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Borrower will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies Taxes imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, ; provided that no Obligor neither the Borrower nor any Subsidiary need to file any such returns or pay any such tax, assessment, charge Tax or levy claim if (i) the amount, applicability or validity thereof is being contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and of any such returns or nonpayment of all any such taxesTaxes and claims would not, assessments, charges and levies individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims Xxxxx Xxxxxxxxxxx Note Purchase Agreement would not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, New Dreyer's will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor New Dreyer's or any Subsidiary, provided that no Obligor neither New Dreyer's nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor New Dreyer's or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors New Dreyer's or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor New Dreyer's or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges assessments and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien an Encumbrance on properties or assets of any Obligor either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, tax or assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.. Xxx-Xxxxxxx Xxxxxxxxxx, X.X. Note Purchase Agreement

Payment of Taxes and Claims. The Obligors Parent will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor Parent or any Subsidiaryof its Subsidiaries, provided that no Obligor neither Parent nor any Subsidiary of its Subsidiaries need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor Parent or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor Parent or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could would not reasonably be expected to have a Material Adverse EffectEffect on Parent or any of its Subsidiaries.

Payment of Taxes and Claims. The Obligors will, will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and levies have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any either Obligor or any Subsidiary, provided that no Obligor neither of the Obligors nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be U.S. GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Parent Guarantor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims claim for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Parent Guarantor or any Restricted Subsidiary, ; provided that no Obligor neither the Parent Guarantor nor any Restricted Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Parent Guarantor or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent Guarantor or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent Guarantor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any SubsidiarySubsidiary not permitted by Section 10.5, provided that no neither any Obligor nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such any Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment or nonpayment, as the case may be, of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, and will cause each of their respective Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien an Encumbrance on properties or assets of any Obligor either of the Obligors or any Subsidiary, of their respective Subsidiaries; provided that no neither Obligor nor any Subsidiary of their respective Subsidiaries need pay any such tax, tax or assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.. Essex Portfolio, L.P. Note Purchase Agreement

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided that no Obligor PROVIDED, THAT neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent or the Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent, Borrower or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all income and franchise tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiaryof its Subsidiaries, provided that no Obligor neither the Borrower nor any Subsidiary of its Subsidiaries need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each Obligor will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any such Obligor or any Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims could not, individually or in the aggregate could not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Guarantor will, and will cause each of their the Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Guarantor or any Restricted Subsidiary, ; provided that no Obligor neither the Guarantor nor any Restricted Subsidiary need pay or discharge any such tax, tax assessment, charge or levy if (ia) the amount, applicability or validity thereof is contested by such Obligor the Guarantor or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Guarantor or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Fund, the Guarantor or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges and levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any MarkWest Inc. Subsidiary, provided provided, that no Obligor neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Parent Issuer will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Parent Issuer or any SubsidiarySubsidiary not permitted by Section 10.4, provided that no Obligor neither the Parent Issuer nor any Subsidiary need pay any such tax, assessment, charge charge, levy, or levy claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Parent Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent Issuer or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent Issuer or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges charges, levies and levies claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors ADESA will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor ADESA or any Subsidiary, provided that no Obligor neither ADESA nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor ADESA or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors ADESA or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor ADESA or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Such Obligor will and the Company will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their propertiesProperties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties Properties or assets of such Obligor and in the case of the Company, any Obligor or any Subsidiary, of its Subsidiaries; provided that no neither such Obligor nor any such Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges changes, levies and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Guarantor will and will cause each of their its Material Subsidiaries to, and the Lessee to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Guarantor or any SubsidiaryMaterial Subsidiary or the Lessee, provided that no Obligor neither the Guarantor nor any Material Subsidiary need pay any such tax, assessment, charge charge, levy or levy claim if (ia) the amount, applicability or validity thereof is contested by such Obligor the Guarantor or such Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Guarantor or a Material Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Guarantor or such Material Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges and charges, levies or claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided that no Obligor PROVIDED, THAT neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided provided, that no Obligor neither the Borrower nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent or the Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent, Borrower or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments, charges taxes and levies assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any either Obligor or any Subsidiary, provided that no Obligor (a) neither of the Obligors nor any Subsidiary need file any such tax returns if the failure to so file such tax returns could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (b) neither of the Obligors nor any Subsidiary need pay any such tax, assessment, charge tax or levy assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments, charges assessments and levies claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.