Common use of Payment of Taxes and Other Claims Clause in Contracts

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their Subsidiaries or any of their respective properties and assets; and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the Guarantors shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 6 contracts

Samples: Indenture (Talk Radio Network Inc), Indenture (Multiverse Acquisition Corp), Indenture (Efm Programming Inc)

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Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, shall pay or discharge and shall cause each of their its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company and the Guarantors or any such Restricted Subsidiary, (b) the income or profits of their Subsidiaries any such Restricted Subsidiary which is a corporation or (c) the property of the Company or any of their respective properties and assets; such Restricted Subsidiaries and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their Subsidiariessuch Restricted Subsidiary; PROVIDED, HOWEVER, provided that neither the Company nor any of the Guarantors such Restricted Subsidiary shall be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 5 contracts

Samples: First Supplemental Indenture (Manitowoc Co Inc), Supplemental Indenture (Manitowoc Co Inc), Fourth Supplemental Indenture (Manitowoc Co Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and each of the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or upon any of their respective material properties and assets; assets and (ii) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 5 contracts

Samples: Tia Indenture (Jazz Casino Co LLC), Indenture (Jazz Casino Co LLC), Indenture (Jazz Casino Co LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuers and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries or properties and assets of the Issuers, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuers nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 4 contracts

Samples: Indenture (Sun International North America Inc), Indenture (Sun International Hotels LTD), Indenture (Sun International North America Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, The Parent Guarantor shall pay or discharge and shall cause each of their its Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (i) the Company and the Guarantors Parent Guarantor or any of their Subsidiaries or any of their respective properties and assets; and Restricted Subsidiary, (ii) the income or profits of any Restricted Subsidiary which is a corporation or (iii) the property of the Parent Guarantor or any Restricted Subsidiary and (b) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien lien upon the property and assets of the Company and the Guarantors Parent Guarantor or any of their SubsidiariesRestricted Subsidiary; PROVIDED, HOWEVER, provided that neither the Company nor any of the Guarantors Parent Guarantor and its Subsidiaries shall not be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and or for which disputed amounts adequate reserves have been established in accordance with GAAPestablished.

Appears in 4 contracts

Samples: Indenture (Emeco Parts Pty LTD), Indenture (Emeco Parts Pty LTD), Indenture (Enduro SpA)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and each of the Company and the Guarantors shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (iib) all material lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 4 contracts

Samples: MTR Gaming Group Inc, Indenture (Penton Media Inc), Radiologix Inc

Payment of Taxes and Other Claims. Except with respect to immaterial itemsitems that are not material to the Company and its Subsidiaries taken as a whole, the Company and the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their its Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: Cellular Communications International Inc, Cellular Communications International Inc, Fine Host Corp

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, The Issuer shall pay or discharge and shall cause each of their its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company and the Guarantors Issuer or any such Restricted Subsidiary, (b) the income or profits of their Subsidiaries any such Restricted Subsidiary which is a corporation or (c) the property of the Issuer or any of their respective properties and assets; such Restricted Subsidiary and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuer or any of their Subsidiariessuch Restricted Subsidiary; PROVIDED, HOWEVER, provided that neither the Company Issuer nor any of the Guarantors such Restricted Subsidiary shall be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: Intercreditor Agreement (Manitowoc Co Inc), Indenture (Manitowoc Co Inc), Indenture (Manitowoc Foodservice, Inc.)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Subsidiary Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries or any of their respective properties and assets; and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Subsidiary Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: HMH Properties Inc, HMH Properties Inc, HMH Properties Inc

Payment of Taxes and Other Claims. Except with respect to immaterial items, Each of the Company Issuers and the Guarantors shall, and shall cause each of their the Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors it or any of their the Restricted Subsidiaries or upon the income, profits or property of it or any of their respective properties and assets; the Restricted Subsidiaries and (iib) all lawful claims, whether claims for labor, materialsmaterials and supplies which, suppliesin each case, services or anything elseif unpaid, which have become due and payable and which might by law have or may become a material liability or Lien upon the property and assets of it or any of the Company Restricted Subsidiaries (subject to liens permitted under subsections (1) and (2) of the definition of “Permitted Liens”); provided, however, that the Issuers and the Guarantors or any of their Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the Guarantors shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, amount the applicability or validity is being contested in good faith by appropriate proceedings actions and for which disputed amounts adequate reserves have appropriate provision has been established in accordance with GAAPmade.

Appears in 2 contracts

Samples: Indenture (WESTMORELAND COAL Co), Indenture (Westmoreland Energy LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Tia Indenture (Wichita Manufacturing Inc), Compass Aerospace LTD

Payment of Taxes and Other Claims. Except with respect to immaterial itemsitems which are not material to the Issuer and its Subsidiaries on a consolidated basis, the Company and the Guarantors Issuer shall, and shall cause each of their its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuer or any of their its Restricted Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuer or any of their its Restricted Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Issuer and its Restricted Subsidiaries shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Centennial Communications Corp /De, Centennial Communications Corp /De

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and each of the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or upon any of their respective material properties and assets; assets and (iib) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided , HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Rights Agreement (Jazz Casino Co LLC), Rights Agreement (Jazz Casino Co LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, Each of the Company and the Guarantors Issuers shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon either of the Company and the Guarantors Issuers or any of their Subsidiaries or properties and assets of the Issuers or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of either of the Company and the Guarantors Issuers or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuers nor any of the Guarantors their Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Indenture (Trump Atlantic City Funding Iii Inc), Indenture (Trump Communications LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Tia Indenture (Sun Healthcare Group Inc), Tia Indenture (Sun Healthcare Group Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Subsidiary Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Subsidiary Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Tia Indenture (Hallmark America Inc), Financing Agreement (Big 5 Corp /Ca/)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or properties and assets of the Company, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 2 contracts

Samples: Indenture (Urohealth Systems Inc), Employee Solutions Inc

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuers and the Guarantors Guarantors, if any, shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries or properties and assets of the Issuers, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuers nor any of the Guarantors -------- ------- Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Sun International Hotels LTD)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, will pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i1) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Subsidiaries or upon the income, profits or property of the Company or any of their respective properties and assets; its Subsidiaries, and (ii2) all lawful claims, whether claims for labor, materialsmaterials and supplies which, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien lien upon the property and assets of the Company and the Guarantors or any of their its Subsidiaries; PROVIDED, HOWEVER, that neither the Company nor any of the Guarantors its Subsidiaries shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts if adequate reserves herefore have been established in accordance with GAAP., or, where the failure to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim would not have a material adverse effect on the financial condition or results of operations of the Company and its Subsidiaries taken as a whole. 6.4

Appears in 1 contract

Samples: Purchase Agreement (7 Eleven Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, shall --------------------------------- pay or discharge and shall cause each of their its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company and the Guarantors or any such Restricted Subsidiary, (b) the income or profits of their Subsidiaries any such Restricted Subsidiary which is a corporation or (c) the property of the Company or any of their respective properties and assets; such Restricted Subsidiaries and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their Subsidiariessuch Restricted Subsidiary; PROVIDED, HOWEVER, provided that neither the Company nor any of the Guarantors such Restricted Subsidiary shall be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Manitowoc Co Inc

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and each of the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or upon any of their respective material properties and assets; assets and (iib) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Rights Agreement (JCC Holding Co)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their its Significant Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Significant Subsidiaries or any of their respective properties prop- erties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their its Significant Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company -------- ------- nor any of the Guarantors Significant Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which such disputed amounts the need for adequate reserves have has been established reviewed in accordance with GAAP.

Appears in 1 contract

Samples: United States Filter Corp

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Borrower and each of the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Borrower, any Guarantor or any of their Subsidiaries or upon any of their respective material properties and assets; assets and (ii) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Borrower, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Borrower nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Revolving Credit Agreement (JCC Holding Co)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuers and the Guarantors Guarantors, if any, shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries or properties and assets of the Issuers, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, that neither the Company Issuers nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Ggri Inc)

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Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and shall cause each of their its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Restricted Subsidiaries or properties or assets of the Company or any of their respective properties and assets; its Restricted Subsidiaries and (iib) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and or assets of the Company and the Guarantors or any of their its Restricted Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors shall not be -------- ------- required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and and, if required by GAAP, for which disputed amounts adequate reserves have been established or where the failure to effect such payment or discharge is not adverse in accordance with GAAPany material respect to any Holder.

Appears in 1 contract

Samples: Jorgensen Earle M Co /De/

Payment of Taxes and Other Claims. Except with respect to immaterial itemsas otherwise provided in the Plan and Order, the Company and the Guarantors Guarantor shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or properties and assets of the Company, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Elsinore Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuer and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuer, any Guarantor or any of their Subsidiaries or properties and assets of the Issuer, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuer, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuer nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Kerzner International Employment Services LTD)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or properties and assets of the Company, any Guarantor or any of their respective properties and assetsSubsidiaries; and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the -------- ------- Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Hammond Residential LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors shall, and each of the Company and the Guarantors shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (iib) all lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the any material property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Tri City Dialysis Center Inc

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDED, HOWEVER, PROVIDED that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Astor Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their its Significant Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Significant Subsidiaries or any of their respective properties and assets; assets and (iib) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their its Significant Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Significant Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Southern Pacific Funding Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Each Company and the Guarantors each Guarantor shall, and shall cause each of their respective Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their Subsidiaries Company, such Guarantor or any of their respective properties Subsidiaries, or Properties and assets; assets of the Company, such Guarantor or any such Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property Property and assets of the Company and the Guarantors Company, any Guarantor or any of their respective Subsidiaries; PROVIDED, HOWEVERprovided however, that neither none of the Company nor or any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose claim, the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Pledge Agreement (Capital Gaming International Inc /Nj/)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their its Significant Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors or any of their its Significant Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors or any of their its Significant Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Significant Subsidiary shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Smartalk Teleservices Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuers and the Guarantors Guarantors, if any, shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries or properties and assets of the Issuers, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuers, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuers nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Sun International Hotels LTD

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Guarantors Guarantor shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and Company, the Guarantors Guarantor or any of their Subsidiaries or properties and assets of the Company, the Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which that have become due and payable and which that by law have or may become a Lien upon the property and assets of the Company and Company, the Guarantors Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, assessment charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Horseshoe Gaming LLC

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and the Subsidiary Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (iib) all lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Subsidiary Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Subsidiary Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established established, to the extent required by and in accordance with US GAAP.

Appears in 1 contract

Samples: Hong Kong Television Network LTD

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company The Issuer and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Issuer, any Guarantor or any of their Subsidiaries or properties and assets of the Issuer, any Guarantor or any of their respective properties and assets; Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Issuer, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company Issuer nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: LSB Industries Inc

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company and the Guarantors shall, and shall cause each of their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or any of their respective properties and assets; assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established with respect thereto are maintained on the books of the Company in accordance with GAAP.

Appears in 1 contract

Samples: Ekco Group Inc /De/

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company and ---------------------------------- each of the Guarantors shall, and shall cause each of their its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries or upon any of their respective material properties and assets; assets and (ii) all material lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company and the Guarantors Company, any Guarantor or any of their Subsidiaries; PROVIDEDprovided, HOWEVERhowever, that neither the Company nor any of the Guarantors Guarantor shall be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Tia Indenture (Jazz Casino Co LLC)

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