Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Company will, and will cause each 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each of its Restricted Subsidiary to, Subsidiaries 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries to, file all Material 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all federal, state and other material 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 such taxes and assessments the same have become due and payable and before they have become delinquent and all material claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, will and will cause each Restricted Subsidiary to, of its Subsidiaries 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 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 or any Restricted SubsidiarySubsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments and claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments the same 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need file any such return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of failure to file such returns or the nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent 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 or any Restricted Consolidated Subsidiary, provided that neither the Company nor any Consolidated Subsidiary need pay any such tax or assessment or claims if (i1) the amount, applicability or validity thereof is contested by the Company or such Restricted Consolidated Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Consolidated Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Consolidated Subsidiary or (ii2) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each of its Restricted Subsidiary to, Subsidiaries 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 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 or any Restricted SubsidiarySubsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a such Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments and claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause the Trust and each other 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 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 Trust or any Restricted Subsidiary, ; provided that neither the Company Trust nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company Trust or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company Trust or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company Trust or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither none of the Company nor or any Restricted Subsidiary need pay any such tax tax, assessment, charge or assessment or claims levy if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges and assessments levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary Guarantor 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments 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 the Company or any Restricted SubsidiarySubsidiary Guarantor, provided that neither the Company nor any Subsidiary Guarantor need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary Guarantor on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary Guarantor has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary Guarantor or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries 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 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 or any Restricted Subsidiary, ; provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, ; provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and each Co-Obligor will, and will cause each Restricted Subsidiary of their Subsidiaries to, file all tax Tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes Taxes shown to be due and payable on such returns and pay all other taxesTaxes, assessments, governmental charges, or levies and assessments imposed on them or any of their properties, assets, income or franchises, to the extent such taxes 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 or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax Tax or assessment or claims if (i) if the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, diligently conducted, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable GAAP standards on the books of the Company or such Restricted Subsidiary Subsidiary, or (ii) the non-filing of such returns or nonpayment of all such taxes Taxes, assessments and assessments claims, either individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each Restricted Subsidiary to, of its Material Subsidiaries 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent 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 or any Restricted Material Subsidiary, provided that neither the Company nor any Material Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Material Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Material Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments taxes, assessments, charges, levies or claims in the aggregate could not reasonably be expected to have will not, directly or indirectly, result in a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of the Restricted Subsidiary Subsidiaries 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 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 or any Restricted Subsidiary, ; provided that neither the Company nor any Restricted Subsidiary need pay or discharge any such tax assessment, charge or assessment or claims levy if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges and assessments levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each of the Restricted Subsidiary to, Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges and assessments levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all federal and state and other Material 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, ; provided that neither the Company nor any Subsidiary need file any such return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing nonfiling of all such returns or and the nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, Borrower will and will cause each Restricted Subsidiary to, of its Subsidiaries 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 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 Borrower or any Restricted Subsidiary, provided that neither the Company Borrower nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company Borrower or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company Borrower or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company Borrower or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and the Company will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments taxes, assessments, governmental 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 the Company or any Restricted Subsidiary, provided provided, however, that neither the Company nor any Subsidiary -------- ------- need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in by appropriate proceedings, and the Company or a Restricted Subsidiary such Subsidiary, as the case may be, has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of failure to file such returns or the nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all material 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, in each case to the extent 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 or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, or assessment assessment, charge, levy or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need file any tax return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns failure to file any tax return or the nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all Material 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each of its Restricted Subsidiary Subsidiaries to, file all Material 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each Restricted Subsidiary to, 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a The Toro Company Note Purchase Agreement timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 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 or any Restricted Subsidiary, provided PROVIDED that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted such Subsidiary has established adequate reserves therefor in accordance with GAAP reasonably deemed by it to be adequate, on the books of the Company or such Restricted Subsidiary with respect thereto or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect. Section 9.5.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 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 or any Restricted SubsidiarySubsidiary (except to the extent the payment thereof is not subject to penalty or interest), provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due Associated Estates Realty Corporation Note Purchase Agreement 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, will and will cause each of its Restricted Subsidiary to, Subsidiaries 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, Constituent Companies will and will cause each Restricted Subsidiary to, 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 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 either Constituent Company or any Restricted Subsidiary, provided that neither the any Constituent Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the such Constituent Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the such Constituent Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the such Constituent Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and ICON will and will cause each Restricted Subsidiary to, of their Subsidiaries 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 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 Company, ICON or any Restricted Subsidiaryof their Subsidiaries, provided that neither the Company Company, ICON nor any Subsidiary of their Subsidiaries need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company Company, ICON or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company Company, ICON or a Restricted Subsidiary has established adequate reserves therefor therefore in accordance with GAAP or IAAP on the books of the Company Company, ICON or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries 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 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 or any Restricted Consolidated Subsidiary, provided that neither the Company nor any Consolidated Subsidiary need pay any such tax or assessment or claims if (i1) the amount, applicability or validity thereof is contested by the Company or such Restricted Consolidated Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Consolidated Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Consolidated Subsidiary or (ii2) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries 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 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 the Company or any Restricted Subsidiary, ; provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all federal and state income and other material 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and (ii) the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iiiii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, and will cause each 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, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments 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 the Company Company, or any Restricted Subsidiary, provided that neither none of the Company nor or any Restricted Subsidiary need pay any such tax tax, assessment, charge or assessment or claims levy if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges and assessments levies in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Significant Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Significant Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each of its Restricted Subsidiary Subsidiaries 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 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 the Company or any Restricted Subsidiary, ; provided that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis basis, in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.or

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity 24 Roanoke Gas Company Note Purchase Agreement thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, will and will cause each of its Restricted Subsidiary to, Subsidiaries to file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes Taxes shown to be due and payable on such returns and all other taxesTaxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes 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 or any Restricted Subsidiary, provided that neither the Company nor any Restricted Subsidiary need pay any such tax Tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes Taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file or cause to be filed 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 franchisesthem, to the extent such taxes and taxes, assessments governmental 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment nonpayment, as the case may be, of all such taxes taxes, assessments, charges, levies and assessments claims in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each Restricted Subsidiary to, of its Subsidiaries to file all income or similar tax returns that are, to the best of their knowledge, 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 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 or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, file all tax returns required to be filed by any of them 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 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 or any Restricted SubsidiarySubsidiary not permitted by Section 10.3, provided that neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment nonpayment, as the case may be, of all such taxes and assessments in the aggregate could would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, and will cause each Restricted Subsidiary of its Subsidiaries 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 such taxes and assessments 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 the Company or any Restricted Subsidiary, provided that neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves Associated Estates Realty Corporation Note Purchase Agreement therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (ii) the non-filing of such returns or nonpayment of all such taxes taxes, assessments, charges, levies and assessments 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 Company will, will and will cause each of its Restricted Subsidiary to, Subsidiaries 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 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 or any Restricted Subsidiary, provided PROVIDED that neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company or such Restricted Subsidiary or (iib) the non-filing of such returns or nonpayment of all such taxes and assessments in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company will, will and will cause each Restricted Subsidiary to, of the Material Subsidiaries to file all income and other Material 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 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 the Company or any Restricted Material Subsidiary, provided that neither the Company nor any Material Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company or such Restricted Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company or a Restricted such Material Subsidiary has established adequate reserves or provisions therefor in accordance with with, and to the extent required by, Applicable GAAP on the books of the Company or such Restricted Subsidiary Material Subsidiary, or (iib) the non-filing of such returns or nonpayment of all such taxes taxes, assessments and assessments claims in the aggregate could not reasonably be expected to have a Material Adverse Effect.