Common use of Payment of Claims Clause in Contracts

Payment of Claims. The Borrower will, and will cause each Subsidiary to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) on or prior to the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (ii) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any such Property; and (iii) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effect.

Payment of Claims. The Borrower willIf any amount is determined, and will cause each Subsidiary toagreed or deemed agreed to be owed to any Parent Indemnified Party in accordance with this Section 10.6, pay or discharge any of the following described taxesthen, assessmentssubject to Section 11.1(c), charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) first, Parent shall permanently withhold a portion of the Holdback Amount with a value (based on FMV) equal to such amount (or, if such amount exceeds the then remaining Holdback Amount, the entire Holdback Amount including, for the avoidance of doubt, by permanently withholding the payment or issuance of amounts that would otherwise become subject to the Holdback Amount) and/or setoff against any Merger Consideration that remains payable (including any Parent Shares (with a value based on FMV), the First Cash Payment, the Second Cash Payment or the Third Cash Payment), and (ii) second, if the remaining Holdback Amount and such setoff rights are, as reasonably determined by Parent, insufficient to cover the full amount that is determined, agreed or deemed agreed to be owed to such Indemnified Party (or if the Holdback Amount, including amounts that would otherwise become subject to the Holdback Amount, has been previously permanently withheld pursuant to Section 10.8), then, subject to the limitations contained in Section 10.4, each Company Member shall, within ten (10) Business Days following the date such amount is determined, agreed or deemed agreed to be owed pay such Company Member’s Pro Rata Share of the amount owed, to such Parent Indemnified Party (the “Owed Amount”). In such case of recovery from a Company Indemnifying Party, each Company Indemnifying Party’s Owed Amount shall be satisfied (i) in cash, or (ii) prior to the QA Closing, at such Company Member’s option, through remittance of Parent Shares with a value (based on FMV) equal to such Owed Amount. The Representative hereby agrees to give notice to each Company Member of such payment obligation within three (3) Business Days of such determination, agreement or deemed agreement. If any amount is determined, agreed or deemed agreed to be owed to any Company Indemnified Party, then, subject to the limitations contained in Section 10.4, Parent shall, within ten (10) Business Days following the date such amount is determined, agreed or deemed agreed to be owed, pay such amount owed to such Company Indemnified Party based on which penalties attach theretotheir respective Pro Rata Share. Parent shall satisfy such obligation (A) in cash or, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (iiB) on or prior to the date when dueQA Closing, all lawful claims at Parent’s option, through issuance of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of Parent Shares with a Lien upon any value (based on FMV) equal to such Property; and (iii) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effectamount.

Payment of Claims. The (a) Except for those matters being contested pursuant to clause (b) below, the Borrower willshall, and will shall cause each Subsidiary the Subsidiaries to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) on all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or prior to the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (ii) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of may become a Lien upon any of its properties or assets (hereinafter referred to as the “Claims”) and (ii) all U.S. federal, state, local and non-U.S. income Taxes, sales Taxes, excise Taxes and all other Taxes and assessments of the Relevant Parties on their businesses, income, profits, franchises or assets, in each instance before any penalty or fine is incurred with respect thereto; provided that, without limiting the Sponsors obligations under the [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. 103 TLA CREDIT AGREEMENT Cash Diversion Guaranty, the foregoing shall not be deemed to require that a Subsidiary pay any such Property; andTax or other liability that is imposed on a Customer or that such Customer is contractually obligated to pay, and the term “Claims” shall be construed accordingly. (iiib) on The Borrower shall not be required to pay, discharge or prior remove any Claim relating to the date when dueany Project that it is otherwise obligated to pay, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) discharge or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability remove so long as the validity thereof is contested Borrower contests (or cause to be contested) in good faith such Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and by appropriate proceedings diligently conducted and the sale of the applicable Project, so long as such reserves or other appropriate provisions as may be required by GAAP no Event of Default shall have been made therefor occurred and so long as be continuing and the Borrower has provided the Administrative Agent with security or cash reserves in an amount sufficient to pay, discharge or remove such failure to pay or discharge does not have a Material Adverse EffectClaim.

Payment of Claims. The Borrower will, and will cause each Subsidiary to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) on or prior to the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (ii) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any such Property; and (iiiii) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effect.

Payment of Claims. The Borrower Company will, and will cause each Subsidiary to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower Company and its Subsidiaries when taken as a whole: (i) on or prior to the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (ii) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any such Property; and (iii) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) paragraph 6B hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower Company or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower Company or such Subsidiary; provided provided; that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower Company or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effect.

Payment of Claims. The Borrower willshall, and will shall cause each Subsidiary the Subsidiaries to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) on all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or prior may become a Lien upon any of its Properties or Assets (hereinafter referred to as the date on which penalties attach thereto“Claims”) and (ii) all Taxes, assessments and governmental charges of any kind that may at any time be lawfully due or levied against or with respect to such Person or any Project (including, in each case, all taxesmaterial Taxes, assessments and charges lawfully made by any Governmental Authority for public improvements that may be secured by a Lien on such Project), in each instance before any penalty or fine is incurred with respect thereto; provided that the foregoing shall not be deemed to require that a Relevant Party pay any such Tax or other liability that is imposed on a Customer or that such Customer is contractually obligated to pay, provided further, however, that the Borrower may, by appropriate proceedings, contest or cause to be contested in good faith any such claims, Taxes, assessments and other governmental charges and, in such event, may, if permitted by applicable Laws, permit the claims, Taxes, assessments or levies imposed upon it other charges so contested to remain unpaid during any period, including appeals, when the Borrower is in good faith contesting or causing to be contested the same by appropriate proceedings, so long as (a) appropriate segregated cash reserves have been established on the Borrower’s or the other Relevant Parties’ books in an amount sufficient to pay any of its Property such claims, Taxes, assessments or income; (ii) on other charges, accrued interest thereon and potential penalties or prior other costs relating thereto, or other provision for the payment thereof reasonably satisfactory to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in Administrative Agent (acting on the creation of a Lien upon any such Property; and (iii) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors written instructions of the Borrower or such Subsidiary in a case under Title 11 (BankruptcyMajority Lenders) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commencedmade, (b) enforcement of the Borrower or such Subsidiary need not pay or discharge any such taxcontested claim, assessmentTax, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves assessment or other appropriate provisions as may charge is effectively stayed pursuant to applicable Laws for the entire duration of such contest and (c) any claim, Tax, assessment or other charge determined to be required by GAAP shall have been made therefor and so long as due, together with any interest or penalties thereon, is promptly paid after resolution of such failure to pay or discharge does not have a Material Adverse Effectcontest.

Payment of Claims. The Borrower willshall promptly pay or cause to be paid within thirty days of date when due all costs and expenses incurred in connection with all Lots mortgaged to Lender and the construction of the Homes thereon, and will cause each Subsidiary toBorrower shall keep such Lots free and clear of any mechanic’s Liens, pay or discharge any of the following described taxes, assessmentsLiens other than Excepted Liens, charges, leviesor claims other than the Lien of the Deed of Trust and other Liens approved in writing by Lender, claims and liabilities which are material whether inferior or superior to the Deed of Trust. A discharge of the Deed of Trust and taking of a new deed of trust in substitution thereof shall not release or diminish this obligation. Notwithstanding anything to the contrary contained in this Agreement or the Deed of Trust, Borrower and its Subsidiaries when taken as a wholemay contest: (ia) on the validity or prior amount of any claim of any contractor, consultant, architect, or other Person providing labor, materials, or services with respect to any Lot mortgaged to Lender or the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any construction of its Property or income;the Home thereon, (iib) any tax or special assessment levied by any Governmental Authority, or (c) the enforcement of or compliance with any Governmental Requirements, and any such contest on the part of Borrower shall not be an Event of Default hereunder provided that during the pendency of any such contest Borrower shall furnish to Lender an indemnity bond with a corporate surety satisfactory to Lender or prior other security acceptable to the date when Lender and Title Company in an amount equal to one hundred fifty percent (150%) of such claim or tax within thirty (30) days after either actual or constructive notice thereof, and provided further that Borrower shall pay any amount finally adjudged by a court of competent jurisdiction to be due, with all lawful claims of materialmencosts, mechanicsinterest, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of penalties thereon before such judgment creates a Lien upon any on such Property; and (iii) on Lot or prior the Home to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effectconstructed thereon.

Payment of Claims. The Borrower will(a) Except for those matters being contested pursuant to clause (b) below, and will cause each Subsidiary to, the Issuer shall pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets (hereinafter referred to as the “Claims”); and (ii) all federal, state, provincial, territorial and local income taxes, sales taxes, excise taxes and all other taxes and assessments of the Issuer on their businesses, income, profits, franchises or assets (except to the extent the effect of which is not reasonably expected to result in a Material Adverse Effect), in each instance before any material penalty or fine is incurred with respect thereto. (b) The Issuer shall not be required to pay, discharge or remove any Claim relating to a IP Address Asset that it is otherwise obligated to pay, discharge or remove such Claim so long as the Issuer contest in good faith such Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and the sale of the applicable IP Address Asset or any portion thereof, so long as: (i) no Event of Default shall have occurred and be continuing, (ii) prior to the date on which penalties attach theretosuch Claim would otherwise have become delinquent, the Issuer shall have caused the Issuer to have given the Indenture Trustee and the Servicer prior written notice of their intent to contest said Claim and shall have deposited with the Indenture Trustee (or with a court of competent jurisdiction or other appropriate body if necessary) such additional amounts as are necessary to keep on deposit at all taxestimes, assessments and other governmental charges or levies imposed upon it or an amount by way of cash, equal to (after giving effect to any Reserves then held by the Indenture Trustee for the item then subject to contest) at least 125% of its Property or income; the total of (iix) on or prior to the date when due, all lawful claims balance of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if such Claim then remaining unpaid, might result in the creation of a Lien upon any such Propertyand (y) all interest, penalties, costs and charges accrued or accumulated thereon; and (iii) on no risk of sale, forfeiture or prior to the date when due, all other lawful claims which, if unpaid, might result loss or material impairment of any interest in the creation applicable IP Address Asset or any part thereof arises, in the Servicer’s reasonable judgment in consultation with the Manager (at any time the Notes are not Specially Serviced Notes), during the pendency of a Lien upon any such Property contest; (other than Liens not forbidden by Section 5.01(liv) hereof) or whichsuch contest does not, if unpaid, might give rise to a claim entitled to priority over general creditors in the reasonable determination of the Borrower Manager or such Subsidiary in a case under Title 11 (Bankruptcyat any time the Notes are Specially Serviced Notes) of the United States CodeServicer, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor and so long as such failure to pay or discharge does not have a Material Adverse Effect; and (v) such contest is based on bona fide, material, and reasonable claims or defenses. Any such contest shall be prosecuted with due diligence, and the Issuer shall promptly pay the amount of such Claim as finally determined, together with all interest and penalties payable in connection therewith (it being understood that the Issuer shall have the right to direct the Indenture Trustee to use the amount deposited with the Indenture Trustee under Section 7.04(b)(ii) for the payment thereof). The Indenture Trustee (at the direction of the Servicer in consultation with the Manager (at any time the Notes are not Specially Serviced Notes)) shall have full power and authority to apply any amount deposited with the Indenture Trustee to the payment of any unpaid Claim to prevent the sale or forfeiture of the applicable IP Address Asset for non-payment thereof, if the Servicer (in consultation with the Manager (if applicable)) reasonably believes that such sale or forfeiture is threatened. In connection with any determination made by the Servicer pursuant to this Section 7.04, the Servicer shall be entitled to request and conclusively rely on any determination made by the Manager or a certificate or opinion from an independent certified public accountant or other expert and the Servicer shall have no liability for making any such determination solely on the basis of any such determinations made by the Manager or such certificates or opinions requested and received by it and failing to make such determination in the absence of its receipt of such determination of the Manager and such certificates or opinions.

Payment of Claims. The (a) Except for those matters being contested pursuant to clause (b) below, the Borrower willshall, and will shall cause each Subsidiary the Subsidiaries to, pay or discharge any of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as a whole: (i) on all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by Law have or prior to the date on which penalties attach thereto, all taxes, assessments and other governmental charges or levies imposed upon it or any of its Property or income; (ii) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of may become a Lien upon any of its properties or assets (hereinafter referred to as the “Claims”) and (ii) all U.S. federal, state, local and non-U.S. income Taxes, sales Taxes, excise Taxes and all [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. other Taxes and assessments of the Relevant Parties on their businesses, income, profits, franchises or assets, in each instance before any penalty or fine is incurred with respect thereto; provided that, without limiting the Sponsor’s obligations under the Cash Diversion Guaranty, the foregoing shall not be deemed to require that a Subsidiary pay any such Property; andTax or other liability that is imposed on a Customer or that such Customer is contractually obligated to pay, and the term “Claims” shall be construed accordingly. (iiib) on The Borrower shall not be required to pay, discharge or prior remove any Claim relating to the date when dueany Project that it is otherwise obligated to pay, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) discharge or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability remove so long as the validity thereof is contested Borrower contests (or cause to be contested) in good faith such Claim or the validity, applicability or amount thereof by an appropriate legal proceeding which operates to prevent the collection of such amounts and by appropriate proceedings diligently conducted and the sale of the applicable Project, so long as such reserves or other appropriate provisions as may be required by GAAP no Event of Default shall have been made therefor occurred and so long as be continuing and the Borrower has provided the Administrative Agent with security or cash reserves in an amount sufficient to pay, discharge or remove such failure to pay or discharge does not have a Material Adverse EffectClaim.

Payment of Claims. The Borrower will, and will cause each Subsidiary to, pay (a) Upon receipt by the Escrow Agent on or discharge any before the last day of the following described taxes, assessments, charges, levies, claims and liabilities which are material to the Borrower and its Subsidiaries when taken as Escrow Period of a whole:certificate signed by any appropriately authorized officer of Acquiror (an "Officer's Certificate"): (i) on Stating the aggregate amount of Acquiror's Damages or prior an estimate thereof, in each case to the date on which penalties attach thereto, all taxes, assessments and other governmental charges extent known or levies imposed upon it or any of its Property or income;determinable at such time; and (ii) Specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid or properly accrued or arose, and the nature of the misrepresentation, breach or claim to which such item is related, the Escrow Agent shall, subject to the provisions of Sections 10.3 and 10.8 hereof and of the Escrow Agreement, deliver to Acquiror out of the Escrow Fund, as promptly as practicable, Escrow Shares having a value equal to such Damages all in accordance with the Escrow Agreement and Section 10.6 below. Amounts paid or distributed from the Escrow Fund shall be paid or distributed pro rata among the Holders (as defined in the Escrow Agreement) based upon their respective percentage interests therein at the time. (b) Upon receipt by the Acquiror on or prior before the last day of the Escrow Period of a certificate signed by the Shareholders' Agent (an "Agent's Certificate"): (i) Stating the aggregate amount of Former Target Shareholders' Damages or an estimate thereof, in each case to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, might result in the creation of a Lien upon any extent known or determinable at such Propertytime; and (iiiii) on Specifying in reasonable detail the individual items of such Damages included in the amount so stated, the date each such item was paid or prior properly accrued or arose, and the nature of the misrepresentation, breach or claim to which such item is related, the Acquiror shall, subject to the date when dueprovisions of Sections 10.3 and 10.8 hereof, all other lawful claims which, if unpaid, might result in deliver to the creation of a Lien upon any such Property (other than Liens not forbidden by Section 5.01(l) hereof) or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Subsidiary in a case under Title 11 (Bankruptcy) of the United States CodeFormer Target Shareholders, as amendedpromptly as practicable, cash or in any insolvency proceeding or dissolution or winding-up involving the Borrower or such Subsidiary; provided that unless and until foreclosureAcquiror Common Stock, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge, levy, claim or current liability so long as the validity thereof is contested case may be, having a value equal to such Damages all in good faith and by appropriate proceedings diligently conducted and so long as such reserves accordance with Sections 10.1(b). Amounts paid or other appropriate provisions as may distributed shall be required by GAAP shall have been made therefor and so long as such failure to pay paid or discharge does not have a Material Adverse Effectdistributed pro rata among the Former Target Shareholders based upon their respective percentage interests therein at the time.