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

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 13 contracts

Samples: Term Loan Credit Agreement (U S Restaurant Properties Inc), Credit Agreement (Benihana Inc), Credit Agreement (U S Restaurant Properties Inc)

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Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (Chattem Canada Holdings Inc), Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (United Dominion Realty Trust Inc), Credit Agreement (Brandywine Realty Trust), Term Credit Agreement (Brandywine Realty Trust)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become duedue (to the extent such repayment is not otherwise prohibited by this Credit Agreement); provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or could be reasonably expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Pulte Homes Inc/Mi/), Credit Agreement (Pulte Homes Inc/Mi/), Credit Agreement (Abacoa Homes Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Pledge Agreement (Lincare Holdings Inc), Pledge Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could be reasonably expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Profit Recovery Group International Inc), Credit Agreement (PRG Schultz International Inc), Credit Agreement (PRG Schultz International Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, Parties and their Subsidiaries will cause each of its Subsidiaries to, pay and discharge (ai) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Speedway Motorsports Inc), Credit Agreement (Speedway Motorsports Inc), Credit Agreement (New Hampshire Motor Speedway, Inc.)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no neither the Parent nor any Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (ai) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperty, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (ia) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (iib) otherwise could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/), Credit Agreement (Owens & Minor Inc/Va/)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become duedue (to the extent such repayment is not otherwise prohibited by this Agreement); provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) could be reasonably expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/), Credit Agreement (Pultegroup Inc/Mi/)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc), Credit Agreement (Amn Healthcare Services Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, and Parties will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperties, before they shall become delinquent, (b) all material lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesProperties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverTHAT, that no Consolidated Credit Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) which could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (Apria Healthcare Group Inc), Credit Agreement (Apria Healthcare Group Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, Parties and their Subsidiaries will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (ix) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (iiy) could would have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports LLC), Credit Agreement (Speedway Motorsports Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated -------- ------- Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Ethyl Corp), Credit Agreement (National Equipment Services Inc), Credit Agreement (Lincare Holdings Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and Borrower will cause each of its Subsidiaries to, pay and discharge (and cause each other member of the Consolidated Shorewood Group to pay and discharge) (a) all material taxes, assessments and governmental charges or levies imposed upon itit or them, or upon its or their income or profits, or upon any of its or their properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its or their properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that there is no Consolidated Party shall be required requirement to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (ii) could otherwise would have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Shorewood Packaging Corp), Credit Agreement (Shorewood Packaging Corp), Credit Agreement (Shorewood Packaging Corp)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverHOWEVER, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Simonds Industries Inc), Credit Agreement (National Equipment Services Inc), Credit Agreement (Insight Health Services Corp)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, and Parties will cause each of its Subsidiaries to, pay and discharge (ai) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Inex Corp), Credit Agreement (Speedway Motorsports Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the Consolidated Parties will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon itit or them, or upon its or their capital, income or profits, or upon any of its or their properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might would give rise to a Lien or charge upon any of its or their properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that there is no Consolidated Party shall be required requirement to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (ii) could otherwise would have or reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Pledge Agreement (Wolverine Tube Inc), Credit Agreement (Wolverine Tube Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay (i) any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAPGAAP or (ii) any such payment in (a), unless (b) or (c) above if the failure to make any such payment (i) could does not give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would not have or be reasonably expected to cause a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Ivex Packaging Corp /De/), Credit Agreement (Ivex Packaging Corp /De/)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful material claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Glenayre Technologies Inc), Credit Agreement (Glenayre Technologies Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverHOWEVER, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could reasonably be expected to give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Tractor Supply Co /De/)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have or be reasonably expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Medical Staffing Network Holdings Inc), Credit Agreement (Medical Staffing Network Holdings Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Consolidated Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no a Credit Party and any of its Consolidated Party Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Veritas Software Corp /De/), Credit Agreement (Veritas Software Corp /De/)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become duedue (to the extent such repayment is not otherwise prohibited by this Credit Agreement); provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) could would have or reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Maxim Group Inc /), Credit Agreement (Maxim Group Inc /)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might would give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Take Two Interactive Software Inc), Credit Agreement (Take Two Interactive Software Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Rockford Corp), Credit Agreement (Rehabcare Group Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could is reasonably likely to give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could is reasonably likely to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Delta Woodside Industries Inc /Sc/), Credit Agreement (Delta Woodside Industries Inc /Sc/)

Payment of Taxes and Other Indebtedness. Each Credit Party The Company will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which that is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Millipore Corp /Ma), Credit Agreement (Millipore Corp /Ma)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, and Parties will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperties, before they shall become delinquent, (b) all material lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesProperties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, howeverthat, that no Consolidated Credit Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Kendle International Inc), Credit Agreement (Kendle International Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each member of its Subsidiaries the Consolidated Group to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no such Credit Party or any member of the Consolidated Party Group shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc), Term Credit Agreement (Pan Pacific Retail Properties Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might could reasonably be expected to give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverHOWEVER, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Tripoint Global Communications Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) would have or could be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Us Can Corp)

Payment of Taxes and Other Indebtedness. Each The Credit Party will, and Parties will cause each of its Subsidiaries to, the Parent and the Consolidated Parties to pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might would likely give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no neither the Parent nor any Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would be reasonably likely to give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would be reasonably likely to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Extendicare Health Services Inc)

Payment of Taxes and Other Indebtedness. Each Credit Consolidated Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no an Consolidated Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.could

Appears in 1 contract

Samples: Guaranty Agreement (Alterra Healthcare Corp)

Payment of Taxes and Other Indebtedness. Each Credit Party The Borrower will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) which could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Apria Healthcare Group Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each member of its Subsidiaries the Consolidated Group to, pay and will use its best efforts to cause any Consolidated Party to, pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesassets, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesassets, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated such Credit Party or any Combined Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 1 contract

Samples: Revolving Credit Agreement (Pan Pacific Retail Properties Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperty, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (ii) otherwise could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Chattem Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay any such tax, assessment, 66 charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Chattem Inc)

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Payment of Taxes and Other Indebtedness. Each Credit Party Holdings will, and will cause each of its Subsidiaries the other Credit Parties to, pay or cause to be paid and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated neither Holdings nor any other Credit Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Amn Healthcare Services Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the Consolidated Parties will cause each of its Subsidiaries to, pay and discharge (ai) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness Debt as it shall become due; provided, however, provided that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness Debt which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (American Seafoods Group LLC)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (ai) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperty, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no -------- ------- member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment ------ (ia) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (iib) otherwise could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no a Consolidated Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Anchor Holdings Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other material Indebtedness as it shall become due; provided, however, that no neither the Parent nor any Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Cluett Peabody & Co Inc /De)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverHOWEVER, that no Consolidated a Credit Party or any of its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have or be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Medical Staffing Network Holdings Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (ai) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperty, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, -------- however, that no member of the Consolidated Party Group shall be required to pay any ------- such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established in accordance with GAAP, unless the failure to ------ make any such payment (ia) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (iib) otherwise could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the -------- ------- Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Friedmans Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) whichthat, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the -------- Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which that is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ameripath Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.. 7.6

Appears in 1 contract

Samples: Credit Agreement (Chattem Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become duedue (to the extent such repayment is not otherwise prohibited by this Credit Agreement); provided, however, that no Consolidated a Credit Party shall not be required to pay any 42 such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) would have or could be reasonably expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Pulte Corp)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become duedue (to the extent such repayment is not otherwise prohibited by this Agreement); provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose or collect on a Lien securing such amounts or (ii) could would have or reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Dispatch Management Services Corp)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might could reasonably be expected to give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party or Unrestricted Subsidiary shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could reasonably be expected to give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Corrections Corp of America/Md)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the --------------------------------------- Consolidated Parties will cause each of its Subsidiaries to, pay and discharge (ai) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness Debt as it shall become due; provided, -------- however, that no Consolidated Party shall be required to pay any such tax, ------- assessment, charge, levy, claim or Indebtedness Debt which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (American Seafoods Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all material taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all material lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness in a principal amount in excess of $1,000,000 as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Vestar Sheridan Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party The Borrower and each Crescent Guarantor will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, -------- however, that no member of the Consolidated Party Group shall be required to pay any ------- such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Friedmans Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Credit Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Simcala Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party will, Parties will and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay (i) any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAPGAAP or (ii), unless any such payment in (a), (b) or (c) above if the failure to make any such payment (i) could does not give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have or be reasonably expected to cause a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Ivex Packaging Corp /De/)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperty, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien or charge upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could shall give rise to an immediate right to foreclose foreclosure on a Lien securing such amounts or (ii) otherwise could reasonably be expected to have a Material Adverse Effect.. 7.6

Appears in 1 contract

Samples: Credit Agreement (Owens & Minor Inc/Va/)

Payment of Taxes and Other Indebtedness. Each Credit Party Guarantor will, and will cause each of its Subsidiaries to, pay and discharge (ai) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (bii) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (ciii) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (iy) could give rise to an immediate right to foreclose on a Lien securing such amounts or (iiz) could have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty (U S Restaurant Properties Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the Consolidated Parties will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesProperties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; providedPROVIDED, howeverHOWEVER, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Flo Fill Co Inc)

Payment of Taxes and Other Indebtedness. Each of the Credit Party Parties will, and will cause each of its Subsidiaries to, pay and pay, settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party or its Subsidiary shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could would give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Integrated Living Communities Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the Consolidated --------------------------------------- Parties will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesProperties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, -------- however, that no Consolidated Party shall be required to pay any such tax, ------- assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (PSS World Medical Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and of the Consolidated Parties will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and other governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its propertiesProperties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its propertiesProperties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated Party shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings diligently pursued and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Guarantee Agreement (Isg Resources Inc)

Payment of Taxes and Other Indebtedness. Each Credit Party will, and will cause each of its Subsidiaries to, pay and discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) whichthat, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no member of the Consolidated Party Group shall be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which that is being contested in good faith by appropriate proceedings and as to for which adequate reserves therefor have been established determined in accordance with GAAPGAAP have been established, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Amerigroup Corp)

Payment of Taxes and Other Indebtedness. Each of the Credit Party willParties will pay, and will cause each of its Subsidiaries to, pay and settle or discharge (a) all taxes, assessments and governmental charges or levies imposed upon it, or upon its income or profits, or upon any of its properties, before they shall become delinquent, (b) all lawful claims (including claims for labor, materials and supplies) which, if unpaid, might give rise to a Lien upon any of its properties, and (c) except as prohibited hereunder, all of its other Indebtedness as it shall become due; provided, however, that no Consolidated a Credit Party shall not be required to pay any such tax, assessment, charge, levy, claim or Indebtedness which is being contested in good faith by appropriate proceedings and as to which adequate reserves therefor have been established in accordance with GAAP, unless the failure to make any such payment (i) could give rise to an immediate right to foreclose on a Lien securing such amounts or (ii) could reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Summit Holding Southeast Inc)

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