4Taxes; Pensions Sample Clauses

4Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file (taking into account all applicable extensions), all required income and other material tax returns and similar tax reports and timely pay, and require each of its Subsidiaries to timely pay, all income and other material foreign, federal, state and local taxes, assessments, deposits and contributions owed by Parent or its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of the immediately following sentence, and shall deliver to Purchasers, as soon as reasonably practicable after demand therefor, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans. Parent and each of its Subsidiaries, may defer payment of any contested taxes, provided that Parent or such Subsidiary, (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Purchaser Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.”

4Taxes; Pensions. Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof and taxes with respect to which the amount does not exceed the amount set forth in Section 5.8 hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms.

4Taxes; Pensions. Timely file or obtain extensions for filing and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all foreign, federal, state, and local Taxes owed by Borrower or its Subsidiaries, except for (x) to the extent such returns, reports and Taxes do not, individually or in the aggregate, exceed One Hundred Thousand Dollars ($100,000.00), or (y) Taxes that are being deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.

4Taxes; Pensions. Borrower shall timely file and cause each Credit Party to timely file, all required tax returns and reports and timely pay, and cause each Credit Party to timely pay, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed, and shall deliver to Agent, on demand, appropriate certificates attesting to such payments. Borrower shall pay, and cause each Credit Party to pay, all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. Notwithstanding the foregoing, a Credit Party may defer payment of any contested taxes, provided, however, that such Credit Party (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted, (b) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (c) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral.

4Taxes; Pensions. (a) Borrower shall timely file and cause each Credit Party to timely file, all required federal tax returns and other material tax returns and reports and timely pay, and cause each Credit Party to timely pay, all federal Taxes and all other material foreign, state, and local Taxes, assessments, deposits and contributions owed, and shall deliver to Agent, promptly on demand, appropriate certificates attesting to such payments; provided, however, that a Credit Party may defer payment of any contested Taxes, so long as such Credit Party (i) in good faith contests its obligation to pay the Taxes by appropriate proceedings promptly and diligently instituted and conducted, (ii) notifies Agent in writing of the commencement of, and any material development in, the proceedings, and (iii) posts bonds or takes any other steps required to prevent the Governmental Authority levying such contested Taxes from obtaining a Lien upon any of the Collateral other than a Permitted Lien (such contest, a “Permitted Contest”). For purposes of this Section 6.4(a), any foreign, state or local Taxes, assessment, deposit or contribution, and any return with respect thereto, shall not be considered “material” if it is equal to or less than $[***] in the aggregate for all Taxes; provided that all foreign, state or local Tax, assessment, deposit or contribution, and any return with respect thereto shall be considered “material” if the nonpayment thereof or failure to file could be reasonably be expected to result in a Material Adverse Change. (b) Borrower shall pay, and cause each Credit Party to pay, all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. Each Credit Party and their ERISA Affiliates shall timely make all required contributions to each Pension Plan and shall maintain each “plan” (as defined by Section 3(3) of ERISA) in material compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal and state laws. Borrower shall give written notice to Agent and each Lender promptly (and in any event within three (3) Business Days) upon Borrower becoming aware of any (i) Credit Party’s or any ERISA Affiliate’s failure to make any contribution required to be made with respect to any Pension Plan not having been timely made, (ii) notice of the PBGC’s, any Credit Party’s or any ERISA Affiliate’s intention to terminate or to have a trustee appointed to administer any such Pens...

4Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state, and local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, except for (i) deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and (ii) any failure to timely pay or file state or local taxes in an amount, individually or in the aggregate, in excess of Fifty Thousand Dollars ($50,000.00), and shall deliver to Lenders, on demand, appropriate certificates attesting to such payments, and pay all amounts ​ necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.

4Taxes; Pensions. Timely file and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely file, all federal, material foreign, material state, and material local taxes, assessments, deposits and contributions owed by Borrower or its Subsidiaries, ​ except (a) in the case of material foreign, material state and material local taxes, assessments, deposits and contributions owed do not, individually or in the aggregate, exceed Two Hundred Fifty Thousand Dollars ($250,000.00) or (b) for deferred payment of any taxes contested pursuant to the terms of Section 5.8 hereof, and shall deliver to the Collateral Agent, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with the terms of such plans.

4Taxes; Pensions. Borrower shall timely file and cause each Credit Party and each Subsidiary to timely file, all federal and state income tax returns and other material tax returns required to be filed and timely pay, and cause each Credit Party and each Subsidiary to timely pay, all material foreign, federal, state, and local taxes, assessments, deposits and contributions owed. Borrower shall pay, and cause each Credit Party and each Subsidiary to pay, all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. Notwithstanding the foregoing, a Credit Party or a Subsidiary may defer payment of any contested taxes, provided, however, that such Credit Party or such Subsidiary (a) in good faith contests its obligation to pay the taxes by appropriate proceedings diligently instituted and conducted, and (b) maintains adequate reserves in accordance with GAAP or posts bonds with the applicable Governmental Authority.

4Taxes; Pensions. (a) Timely file, and require each of its Subsidiaries to timely file, taking into account all applicable extension periods (in each case, unless subject to a valid extension), all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries in excess of $500,000.00 individually or in the aggregate, except for deferred payment of any taxes contested pursuant to the terms of Section 4.8(a) hereof, and shall deliver to Bank, on demand, appropriate certificates attesting to such payments, and pay, and require each of its Subsidiaries to pay, all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms. (b) To the extent Borrower or any of its Subsidiaries defers payment of any contested taxes, (i) notify Bank in writing of the commencement of, and any material development in, the proceedings, and (ii) post bonds or take any other steps required to prevent the Governmental Authority levying such contested taxes from obtaining a Lien upon any of the Collateral that is other than a “Permitted Lien.”