Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. Each Constituent Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company or any Significant Subsidiary other than a Permitted Lien; provided that neither Constituent Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1) the amount, applicability or validity thereof is contested by such Constituent Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company or such Significant Subsidiary or (2) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company The Parent Guarantor will, and the Company will and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent the Parent Guarantor, the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent none of the Parent Guarantor, the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent the Parent Guarantor, the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Parent Guarantor, the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Parent Guarantor, the Company or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and the Tenant will and the Tenant will cause each of its Significant Subsidiaries to, to file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 a Constituent Company the Company, the Tenant or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent Company nor subject to the terms of the other Operative Agreements, none of the Company, the Tenant or any Significant Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent Company the Company, the Tenant or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company the Company, the Tenant or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company the Company, the Tenant or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; provided that neither Constituent the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary or (2) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, will and will cause each of its Significant Subsidiaries to, to file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, and to pay and discharge all amounts payable for work, labor and materials, in each case to the extent the same such taxes, assessments, charges, levies and amounts 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 a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim amount payable if (1a) the amount, applicability or validity thereof is being actively contested by such Constituent the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims amounts payable in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company The Issuer and the MLP will, and will cause each of its Significant Restricted 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 charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company the Issuer or the MLP or any Significant Subsidiary other than a Permitted Lien; of its Restricted Subsidiaries, provided that neither Constituent Company the Issuer, the MLP nor any Significant Subsidiary thereof need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent Company the Issuer, the MLP or such Significant Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Issuer, the MLP or such Constituent Company or a Significant Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company the Issuer, the MLP or such Significant Restricted Subsidiary or (2ii) the non-filing of such returns or nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company Obligor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and 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 a Constituent Company such Obligor or any Significant Subsidiary other than a Permitted Lien; not permitted by Section 10.2, provided that neither Constituent Company Obligor nor any Significant Subsidiary of its Subsidiaries need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent Company Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company Obligor or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company Obligor or such Significant Subsidiary or (2ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company and the Parent Guarantor will, and will cause each of its Significant their respective Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company either of the Company, the Parent Guarantor or any Significant Subsidiary other than a Permitted Lienof their respective Subsidiaries; provided that neither Constituent Company the Company, the Parent Guarantor nor any Significant Subsidiary of their respective Subsidiaries need pay any such tax, assessment, charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Company the Company, the Parent Guarantor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Parent Guarantor or such Constituent Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company the Company, the Parent Guarantor or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company and Credit Parties will cause each of their respective tenants to duly pay and discharge, all taxes, rates, assessments, fees, and governmental charges upon or against it or its Property relating to such Property, that individually or collectively would materially impair the value of such Property, and in each case before the same become delinquent and before penalties accrue thereon, unless and to the extent that the same are being contested in good faith and by appropriate proceedings which prevent enforcement of the matter under contest and adequate reserves are provided therefor. The Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their propertiesProperties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties Properties or assets of a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary Subsidiary, or (2ii) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company The Parent Guarantor and the Obligors will, and will cause each of its Significant their Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company the Parent Guarantor, either Obligor or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent Company nor none of the Parent Guarantor, either Obligor or any Significant Subsidiary need file such return or pay any such tax, assessment, charge, levy or claim claims if (1i) the amount, applicability or validity thereof is contested by the Parent Guarantor, such Constituent Company Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent Guarantor, such Constituent Company Obligor or a Significant such Subsidiary has established adequate reserves therefor in accordance with Applicable GAAP on the books of the Parent Guarantor, such Constituent Company Obligor or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Whitestone REIT and the Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Whitestone REIT, the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent none of Whitestone REIT, the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent Whitestone REIT, the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Whitestone REIT, the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Whitestone REIT, the Company or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company Such Subsidiary Guarantor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and levies 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 a Constituent Company such Subsidiary Guarantor or any Significant Subsidiary other than a Permitted Lienof its Subsidiaries; provided that neither Constituent Company such Subsidiary Guarantor nor any Significant Subsidiary of its Subsidiaries need pay any such tax, assessment, charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Company Subsidiary Guarantor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company Subsidiary Guarantor or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company Subsidiary Guarantor or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such 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 an Encumbrance on properties or assets of a either Constituent Company or any Significant Subsidiary other than a Permitted Lien; of their respective Subsidiaries, provided that neither Constituent Company nor any Significant Subsidiary of their respective Subsidiaries need pay any such tax, assessment, chargegovernmental charges, levy levies or claim claims if (1) the amount, applicability or validity thereof is contested by such Constituent Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company or such Significant Subsidiary or (2) the nonpayment of all such taxes, assessments, charges, levies governmental charges and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.. Back to Contents

Payment of Taxes and Claims. Each Constituent Company The CompanyEach Obligor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and 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 a Constituent Company the Companyeither Obligor or any Significant Subsidiary other than a Permitted Lien; not permitted by Section 10.3, provided that neither Constituent Company the Companyan Obligor nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent Company the Companysuch Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company the Companysuch Obligor or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company the Companysuch Obligor or such Significant Subsidiary or (2ii) the nonpayment non-filing or nonpayment, as the case may be, of all such taxes, assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause Xxxxxx REIT and each of its Significant Subsidiaries Subsidiary to, file all federal and state income tax returns and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Xxxxxx REIT, the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent none of Xxxxxx REIT, the Company nor or any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Xxxxxx REIT, the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedingsproceedings which operate to suspend the collection thereof, and such Constituent Xxxxxx REIT, the Company or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Xxxxxx REIT, the Company or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company Obligor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such 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 a Constituent Company any Obligor or any Significant Subsidiary other than a Permitted Lien; not permitted by Section 10.4, provided that neither Constituent Company any Obligor nor any Significant Subsidiary need pay any such tax, assessment, governmental charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Company Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company Obligor or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company Obligor or such Significant Subsidiary or (2b) the non-filing of all such tax returns or the nonpayment of all such taxes, assessments, governmental charges, levies and claims claims, in the aggregate aggregate, would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company The Borrower will, and will cause each of its Significant Subsidiaries Restricted Subsidiary to, file all income and other material 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 all other taxesTaxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might would reasonably be expected to become a Lien on properties or assets of a Constituent Company the Borrower or any Significant Subsidiary other than a Permitted Lien; Restricted Subsidiary, provided that neither Constituent Company the Borrower nor any Significant Restricted Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent Company the Borrower or such Significant Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company the Borrower or a Significant Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company the Borrower or such Significant Subsidiary Restricted Subsidiary, as the case may be or (2ii) the non-filing of such returns or nonpayment of all such taxes, assessments, charges, levies Taxes and claims assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries and Special Purpose Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 a Constituent the Company or any Significant Subsidiary other than a Permitted Lienor Special Purpose Subsidiary; provided that neither Constituent the Company nor any Significant Subsidiary or Special Purpose Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1a) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Subsidiary or Special Purpose Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company Joint Obligor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien (other than any Lien that is permitted by Section 5.02(v)) on properties or assets of a Constituent Company any Joint Obligor or any Significant Subsidiary other than a Permitted Lien; provided that neither Constituent Company Subsidiary. The Joint Obligors nor any Significant Subsidiary will need pay any such tax, assessment, charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Company Joint Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company Joint Obligor or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP IFRS on the books of such Constituent Company Joint Obligor or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; , provided that neither Constituent the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof of which is being contested by such Constituent the Company or such Significant Subsidiary on a timely basis in good faith and in by appropriate actions or proceedings, and such Constituent with respect to which the Company or a Significant Subsidiary Subsidiary, as the case may be, has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company and the Co-Obligors will, and will cause each of its Significant Subsidiaries Subsidiary to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 a Constituent Company the Company, any Co-Obligor or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent Company nor none of the Company, the Co-Obligors or any Significant Subsidiary Subsidiary, need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by the Company, such Constituent Company Co-Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, such Constituent Company Co-Obligor or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, such Constituent Company Co-Obligor or such Significant Subsidiary Subsidiary, or (2ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries Restricted Subsidiary to, (A) timely file all U.S. federal income and tax returns, (B) timely file all other material tax returns required to be filed in any jurisdiction jurisdiction, except any returns the non-filing of which would not reasonably be expected to have a Material Adverse Effect, and to (C) pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; Restricted Subsidiary, provided that neither Constituent the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Restricted Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, will and will cause each of its Significant Restricted Subsidiaries to, to file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 a Constituent the Company or any Significant Subsidiary other than a Permitted Lien; Restricted Subsidiary, provided that neither Constituent the Company nor any Significant Restricted Subsidiary need pay any such tax, assessment, charge, levy tax or assessment or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Restricted Subsidiary on a timely basis in good faith and in by appropriate proceedingsactions which will prevent the forfeiture or sale of any property of the Company or such Restricted Subsidiary, and such Constituent the Company or a Significant such Restricted Subsidiary has established adequate reserves therefor to the extent and in such amounts as are in accordance with GAAP on the books of such Constituent the Company or such Significant Restricted Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company Obligor will, and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes, assessments, charges and 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 a Constituent Company such Obligor or any Significant Subsidiary other than a Permitted Lien; of its Subsidiaries, provided that neither Constituent Company the Obligors nor any Significant Subsidiary of their Subsidiaries need make any such filing or pay any such tax, assessment, charge, levy or claim if (1i) if the amount, applicability or validity thereof is contested by such Constituent Company an Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and an Obligor or such Constituent Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company Obligor or such Significant Subsidiary or (2ii) the non-filing of all such returns and/or nonpayment of all such taxes, assessments, charges, or levies and claims (as the case may be) in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company will, The Obligors will and will cause each of its Significant their Subsidiaries to, to file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 a Constituent Company either Obligor or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that (a) neither Constituent Company of the Obligors nor any Significant Subsidiary need file any such tax returns if the failure to so file such tax returns could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect and (b) neither of the Obligors nor any Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent Company Obligor or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent Company Obligor or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Company Obligor or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent Company The Parent Guarantor will, and the Company will and will cause each of its Significant Subsidiaries to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent the Parent Guarantor, the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent none of the Parent Guarantor, the Company nor any Significant Subsidiary need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent the Parent Guarantor, the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedings, and such Constituent the Parent Guarantor, the Company or a Significant Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Parent Guarantor, the Company or such Significant Subsidiary or (2ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.. Terreno Realty LLC Agreement Note Purchase

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries Restricted Subsidiary and each Non-Recourse Pledgor 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 charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company the Company, any Restricted Subsidiary or any Significant Subsidiary other than a Permitted Lien; Non-Recourse Pledgor, provided that neither Constituent the Company nor any Significant Restricted Subsidiary nor any Non-Recourse Pledgor need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by the Company, such Constituent Company Restricted Subsidiary or such Significant Subsidiary Non-Recourse Pledgor on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Restricted Subsidiary or Non-Recourse Pledgor, as applicable, has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Restricted Subsidiary or (2ii) the non-filing of such returns or nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause Xxxxxx REIT and each of its Significant Subsidiaries Subsidiary to, file all federal and state income tax returns and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Xxxxxx REIT, the Company or any Significant Subsidiary other than a Permitted Lien; Subsidiary, provided that neither Constituent none of Xxxxxx REIT, the Company nor or any Significant -28- Subsidiary need pay any such tax, assessment, charge, levy or claim if (1a) the amount, applicability or validity thereof is contested by such Constituent Xxxxxx REIT, the Company or such Significant Subsidiary on a timely basis in good faith and in appropriate proceedingsproceedings which operate to suspend the collection thereof, and such Constituent Xxxxxx REIT, the Company or a Significant such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of such Constituent Xxxxxx REIT, the Company or such Significant Subsidiary or (2b) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries Restricted Subsidiary and each Non-Recourse Pledgor 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 charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of a Constituent Company the Company, any Restricted Subsidiary or any Significant Subsidiary other than a Permitted Lien; Non-Recourse Pledgor, provided that neither Constituent the Company nor any Significant Restricted Subsidiary nor any Non-Recourse Pledgor need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (1i) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Restricted Subsidiary or Non-Recourse Pledgor on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Restricted Subsidiary or Non-Recourse Pledgor has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Restricted Subsidiary or Non-Recourse Pledgor or (2ii) the non-filing of such returns or nonpayment of all such taxes, assessments, charges, levies taxes and claims assessments in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. Each Constituent The Company will, and will cause each of its Significant Subsidiaries and the Project Partnership to, file all income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might could reasonably be expected to become a Lien on properties or assets of a Constituent the Company or any Significant Subsidiary other than a Permitted Lienor the Project Partnership; provided that neither Constituent the Company nor any Significant Subsidiary nor the Project Partnership need pay any such tax, assessment, charge, levy or claim if (1i) the amount, applicability or validity thereof is contested by such Constituent the Company or such Significant Subsidiary or the Project Partnership on a timely basis in good faith and in appropriate proceedings, and such Constituent the Company or a Significant Subsidiary or the Project Partnership, as the case may be, has established adequate reserves therefor in accordance with GAAP on the books of such Constituent the Company or such Significant Subsidiary or the Project Partnership or (2ii) the nonpayment of all such taxes, assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.