Common use of Taxes Clause in Contracts

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 273 contracts

Samples: Credit Agreement (Cars.com Inc.), Assignment and Assumption (Enterprise Products Partners L.P.), Credit Agreement (Cars.com Inc.)

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Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 79 contracts

Samples: Guarantee and Security Agreement (Franklin BSP Capital Corp), Assignment and Assumption (Goldman Sachs BDC, Inc.), Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 33 contracts

Samples: Credit Agreement (Service Corp International), Credit Agreement (Service Corp International), Credit Agreement (Service Corp International)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 31 contracts

Samples: Credit Agreement (MasterBrand, Inc.), Credit Agreement (MasterBrand, Inc.), First Amendment and Incremental Agreement (Fortune Brands Home & Security, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 20 contracts

Samples: Assignment and Assumption (Corporate Capital Trust, Inc.), Revolving Loan Agreement (Harte Hanks Inc), Term Loan Agreement (Harte Hanks Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 15 contracts

Samples: Credit Agreement (Myriad Genetics Inc), Credit Agreement (Myriad Genetics Inc), Bridge Loan Agreement (Newell Brands Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 15 contracts

Samples: Senior Secured Credit Agreement (BlackRock Private Credit Fund), Secured Revolving Credit Agreement (KKR FS Income Trust), Credit Agreement (Blue Owl Credit Income Corp.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (ai) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (bii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 14 contracts

Samples: Credit Agreement (Gatx Corp), Five Year Credit Agreement (Gatx Corp), Term Loan Agreement (Gatx Corp)

Taxes. Each of the Borrower and its Subsidiaries subsidiaries has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes taxes required to have been paid by it, except (a) Taxes taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books established adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 14 contracts

Samples: Assignment and Assumption (Tampa Electric Co), Credit Agreement (Tampa Electric Co), Assignment and Assumption (Tampa Electric Co)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves have been provided in accordance with GAAP or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 13 contracts

Samples: Term Loan Credit Agreement (GXO Logistics, Inc.), Credit Agreement (GXO Logistics, Inc.), Bridge Term Loan Credit Agreement (GXO Logistics, Inc.)

Taxes. Each of the Borrower and its Consolidated Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 13 contracts

Samples: Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co), Credit Agreement (Tucson Electric Power Co)

Taxes. Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 12 contracts

Samples: Credit Agreement (QVC Inc), Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Secured Revolving Credit Agreement (AG Twin Brook Capital Income Fund), Senior Secured Revolving Credit Agreement (North Haven Private Income Fund a LLC), Senior Secured Revolving Credit Agreement and Guarantee and Security Agreement (Crescent Capital BDC, Inc.)

Taxes. Each of the Borrower and its Significant Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.), Senior Secured Credit Agreement (Blue Owl Technology Income Corp.)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (ai) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (bii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 11 contracts

Samples: Credit Agreement (Virtus Investment Partners, Inc.), Credit Agreement (Virtus Investment Partners, Inc.), Security Agreement (Virtus Investment Partners, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 10 contracts

Samples: Credit Agreement (Palo Alto Networks Inc), Credit Agreement (Coterra Energy Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Credit Agreement (Best Buy Co Inc), Year Credit Agreement (Best Buy Co Inc), Year Credit Agreement (Best Buy Co Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Term Loan Agreement (Cooper Companies, Inc.), Assignment and Assumption (Cooper Companies, Inc.), Loan Agreement (Cooper Companies, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Senior Unsecured (HF Sinclair Corp), Revolving Credit Agreement (HollyFrontier Corp), Credit Agreement (HollyFrontier Corp)

Taxes. Each of the The Borrower and its the Subsidiaries has have timely filed or caused to be filed all Tax returns and reports required to have been filed and has have paid or caused to be paid all Taxes required to have been paid by itthem, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Term Loan Credit Agreement (CDK Global, Inc.), Assignment and Assumption (CDK Global, Inc.), Credit Agreement (Broadridge Financial Solutions, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has have paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 8 contracts

Samples: Day Credit Agreement (Claiborne Liz Inc), Day Credit Agreement (Claiborne Liz Inc), Credit Agreement (Claiborne Liz Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Ugi Corp /Pa/), Security Agreement (Ugi Corp /Pa/), Security Agreement (Ugi Corp /Pa/)

Taxes. Each of the The Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (YRC Worldwide Inc.), Credit Agreement (YRC Worldwide Inc.), Credit Agreement (Jefferies Capital Partners Iv Lp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has shall have set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Facility Agreement (Belo Corp), Credit Facility Agreement (Belo Corp), Credit Agreement (Belo Corp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 7 contracts

Samples: Pledge Agreement (Teleflex Inc), Pledge Agreement (Teleflex Inc), Credit Agreement (Teleflex Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all federal Tax returns and all other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Synchronoss Technologies Inc), Credit Agreement (Synchronoss Technologies Inc), And Restatement Agreement (Endo Health Solutions Inc.)

Taxes. Each of the Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so file such returns or reports or to pay such Taxes could not reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.), Credit Agreement (Cme Group Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so could would not reasonably be expected to result in have a Material Adverse Effect.

Appears in 6 contracts

Samples: Term Loan Agreement (Brixmor Operating Partnership LP), Revolving Credit Agreement (Brixmor Operating Partnership LP), Revolving Credit and Term Loan Agreement (Brixmor Operating Partnership LP)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves maintained in accordance with GAAP or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Secured Revolving Credit Agreement (Bain Capital Private Credit), Revolving Credit Agreement (Bain Capital Private Credit), Credit Agreement (Barings Private Credit Corp)

Taxes. Each The Borrower and each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Revolving Credit Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc), Revolving Credit Agreement (Memc Electronic Materials Inc)

Taxes. Each of the The Borrower and its Subsidiaries has subsidiaries have each timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower it or such Subsidiarysubsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: 364 Day Revolving Credit Agreement (NuStar GP Holdings, LLC), Day Revolving Credit Agreement (NuStar GP Holdings, LLC), 364 Day Revolving Credit Agreement (NuStar GP Holdings, LLC)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required by law to have been filed filed, and has paid or caused to be paid all Taxes required shown to have been paid by itbe due and payable on such Tax returns, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement, Year Credit Agreement (Hp Inc), Assignment and Assumption (Hp Inc)

Taxes. Each of the Borrower and its the Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (ai) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (bii) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Employment Agreement, Insurance Agreement (Cleco Corp), Credit Agreement (Cleco Power LLC)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Tesoro Corp /New/), Assignment and Assumption (Hines Global REIT, Inc.), Assignment and Assumption (Hines Real Estate Investment Trust Inc)

Taxes. Each of the Borrower and its Subsidiaries has ----- timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Smithfield Foods Inc), Credit Agreement (Arch Chemicals Inc), Year Credit Agreement (Smithfield Foods Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by itit before they became delinquent, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could is not reasonably be expected likely to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit and Term Loan Agreement (Taubman Centers Inc), Revolving Credit and Term Loan Agreement (Taubman Centers Inc), Revolving Credit and Term Loan Agreement (Taubman Centers Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result have in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Innerworkings Inc), Credit Agreement (Innerworkings Inc), Credit Agreement (Enterprise Products Partners L P)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which such the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Arch Chemicals Inc), Revolving Credit Agreement (Arch Chemicals Inc), Revolving Credit Agreement (Arch Chemicals Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to be have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Chesapeake Energy Corp), Credit Agreement (Southwestern Energy Co), Credit Agreement

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes in excess of $5,000,000 required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc), Credit Facility Agreement (Lennox International Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves reserves, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc), Credit Agreement (Waddell & Reed Financial Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves being maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Secured Revolving Credit Agreement (Owl Rock Capital Corp), Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.), Secured Revolving Credit Agreement (Owl Rock Technology Finance Corp.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves as and to the extent required by GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Food Lion Inc), Credit Agreement (Delhaize America Inc), Credit Agreement (Delhaize America Inc)

Taxes. Each of the The Borrower and its Subsidiaries has have timely filed or caused to be filed all Tax returns and reports required to have been filed and has have paid or caused to be paid all Taxes required to have been paid by itpaid, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 4 contracts

Samples: 364 Day Bridge Credit Agreement (Dr Pepper Snapple Group, Inc.), Amended And (Dr Pepper Snapple Group, Inc.), Credit Agreement (Dr Pepper Snapple Group, Inc.)

Taxes. Each of the Borrower Borrowers and its their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has have paid or caused to be paid all Taxes required to have been paid by itthem, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Shyft Group, Inc.), Credit Agreement (Shyft Group, Inc.), Credit Agreement (Spartan Motors Inc)

Taxes. Each of the Such Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Advances and Security Agreement (Washington Mutual Inc), Day Credit Agreement (Washington Mutual Inc), Credit Agreement (Washington Mutual Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely ------ filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Frontier Corp /Ny/), Credit Agreement (Frontier Corp /Ny/), Credit Agreement (Psinet Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except in each case (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Scansource, Inc.), Credit Agreement (Scansource, Inc.), Credit Agreement (Scansource Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP including Taxes that are being contested in good faith by appropriate proceedings or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/), Credit Agreement (Newfield Exploration Co /De/)

Taxes. Each Borrower, and each of the Borrower and its Subsidiaries Subsidiaries, has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and proceedings, for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves reserves, and as to which no Lien has arisen, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Dillards Inc), Credit Agreement (Dillards Inc), Credit Agreement (Dillards Inc)

Taxes. Each The Borrower and each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Service Corporation International), Credit Agreement (Endo Pharmaceuticals Holdings Inc), Credit Agreement (Service Corporation International)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 3 contracts

Samples: Reimbursement Agreement (SPX Corp), Collateral Agreement (SPX Corp), SPX Corp

Taxes. Each of the The Borrower and each of its Significant Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Fedex Corp), Credit Agreement (Fedex Corp), Credit Agreement (Federal Express Corp)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so file such returns and reports or pay such Taxes could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could may not reasonably be expected to result in a Material Adverse Effect.. SECTION 3.10

Appears in 3 contracts

Samples: Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc), Credit Agreement (Nelnet Inc)

Taxes. Each of the Borrower and its Subsidiaries each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower Company or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Newmont Mining Corp /De/), Credit Agreement (Newmont Mining Corp /De/), Credit Agreement (Newmont Mining Corp /De/)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Myr Group Inc.), Credit Agreement (Myr Group Inc.), Credit Agreement (Myr Group Inc)

Taxes. Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Genworth Financial Inc), Credit Agreement (Itt Educational Services Inc), Credit Agreement (Itt Educational Services Inc)

Taxes. Each of the The Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so has not had and could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

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

Taxes. Each of the Borrower and its Subsidiaries has timely ----- filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Par Technology Corp), Credit Agreement (Us Concrete Inc), Credit Agreement (Digital Generation Systems Inc)

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Taxes. Each of the such Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive Corp), Credit Agreement (QVC Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the relevant Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Security Agreement (Navistar International Corp), Servicing Agreement (Navistar Financial Corp), Servicing Agreement (Navistar Financial Corp)

Taxes. Each of the Borrower and its Restricted ----- Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by itit to the extent that the failure to do so would reasonably be expected to result in a Material Adverse Effect, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effectreserves.

Appears in 3 contracts

Samples: Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc)

Taxes. Each of the Such Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Xl Capital LTD), 364 Day Credit Agreement (Xl Capital LTD), Credit and Reimbursement Agreement (Xl Capital LTD)

Taxes. Each of the Borrower and its Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such the applicable Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

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

Taxes. Each of the Borrower Borrowers and its their Material Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the applicable Borrower or such Material Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 3 contracts

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

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Oaktree Finance, LLC), Senior Secured Revolving Credit Agreement (Oaktree Capital Group, LLC)

Taxes. Each of the Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Nielsen Media Research Inc), Credit Agreement (Nielsen Media Research Inc)

Taxes. Each of the Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, its applicable Subsidiary has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Healthtronics, Inc.), Credit Agreement (Healthtronics, Inc.)

Taxes. Each of the The Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Dress Barn Inc), Credit Agreement (Dress Barn Inc)

Taxes. Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Trinity Industries Inc), Credit Agreement (Trinity Industries Inc)

Taxes. Each of the The Borrower and its Subsidiaries has have timely filed or caused to be filed all Tax Federal income tax returns and all other material tax returns and reports required to have been filed and has have paid or caused to be paid all Taxes taxes required to have been paid by it, except (a) Taxes taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (First American Financial Corp), Credit Agreement (First American Financial Corp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves maintained in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect. SECTION 3.08.

Appears in 2 contracts

Samples: Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.), Secured Revolving Credit Agreement (Nuveen Churchill Direct Lending Corp.)

Taxes. Each of the The Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could has not had and would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid paid, reserved for or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Biovail Corp International), Credit Agreement (Biovail Corp International)

Taxes. Each of the Borrower Borrowers and its their respective Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required shown thereon to have been paid by itbe due, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Sprint Nextel Corp), Credit Agreement (Sprint Nextel Corp)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Investools Inc), Credit Agreement (Shiloh Industries Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all income tax returns and other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Galyans Trading Co Inc), Credit Agreement (Galyans Trading Co Inc)

Taxes. Each The Borrower and each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could has not had and would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Blockbuster Inc), Credit Agreement (Blockbuster Inc)

Taxes. Each Borrower, and each of the Borrower and its Subsidiaries Subsidiaries, has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and proceedings, for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves reserves, and as to which no Lien has arisen, or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.. Section 4.10

Appears in 2 contracts

Samples: Credit Agreement (Dillard's, Inc.), Credit Agreement (Dillard's, Inc.)

Taxes. Each of the Borrower and its the Subsidiaries has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has shall have set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in have a Material Adverse Effect.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Belo Corp), Amendment and Restatement Agreement (Belo Corp)

Taxes. Each of the The Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Plains Gp Holdings Lp)

Taxes. Each of the Borrower Borrowers and its their Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (FelCor Lodging Trust Inc), Credit Agreement (FelCor Lodging Trust Inc)

Taxes. Each of the Borrower and each of its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by itdue with respect thereto, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Loan Agreement (Moodys Corp /De/), Bridge Credit Agreement (Moodys Corp /De/)

Taxes. Each of the The Borrower and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required by GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (TBC Corp), Credit Agreement (TBC Corp)

Taxes. Each Borrower, and each of the Borrower and its Subsidiaries Subsidiaries, has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes taxes required to have been paid by it, except (a) Taxes taxes that are being contested in good faith by appropriate proceedings and proceedings, for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves reserves, and as to which no Lien has arisen, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Circuit City Stores Inc), Credit Agreement (Circuit City Stores Inc)

Taxes. Each The Borrower and each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Mac-Gray Corp), Credit Agreement (Phillips Van Heusen Corp /De/)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.Adverse

Appears in 2 contracts

Samples: Credit Agreement (Legacy Reserves Inc.), Credit Agreement (Legacy Reserves Lp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed (within any applicable extension) and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Varian Semiconductor Equipment Associates Inc), Credit Agreement (Parexel International Corp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves in conformity with GAAP or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Wright Express CORP), Credit Agreement (Wright Express CORP)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could would not reasonably be expected to result in a Material Adverse EffectChange.

Appears in 2 contracts

Samples: Credit Agreement (Magellan Midstream Partners Lp), Credit Agreement (Magellan Midstream Partners Lp)

Taxes. Each Borrower, and each of the Borrower and its Subsidiaries Subsidiaries, has timely filed or caused to be filed all Tax tax returns and reports required to have been filed by it and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and proceedings, for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves reserves, and as to which no Lien has arisen, or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Zale Corp), Credit Agreement (Zale Corp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves to the extent required in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Halcon Resources Corp), Credit Agreement (Bea Systems Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all material Tax returns and reports required to have been filed and has paid or caused to be paid all material Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.. Revolving Credit Agreement

Appears in 2 contracts

Samples: Senior Secured Revolving Credit Agreement (Apollo Investment Corp), Guarantee and Security Agreement (Apollo Investment Corp)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the such Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Allied Motion Technologies Inc), Credit Agreement (Allied Motion Technologies Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax tax returns and reports required to have been filed and has paid or caused to be paid all Taxes taxes required to have been paid by it, except (a) Taxes taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement

Taxes. Each of the Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Restricted Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Dean Foods Co), Credit Agreement (Dean Foods Co)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings action and for which the Borrower or such Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Borgwarner Inc), Credit Agreement (Borgwarner Inc)

Taxes. Each of the Borrower and its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower or such Subsidiary, as applicable, Person has set aside on its 364-Day Credit Agreement books adequate reserves in accordance with GAAP or (b) to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Cambrex Corp)

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