Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. Borrower agrees to indemnify and hold U.S. Bank harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify and hold U.S. Bank harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s property, provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of Borrower, the ability of Borrower to pay any of the Liabilities, or the priority or value of U.S. Bank’s security interests in the Collateral.

Claims and Taxes. The Borrower agrees to shall indemnify and hold U.S. Bank the Lender and each of its officers, directors, employees, attorneys, and the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including including, without limitation, reasonable attorneys’ and consultants’ fees) relating to or in any way arising out of the possession, use, operation operation, or control of any of Borrower’s its assets, except for the Lender’s gross negligence or in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify and hold U.S. Bank harmless shall survive the termination of this Agreementintentional misconduct. The Borrower shall pay or cause to be paid all material license fees, bonding premiums premiums, and related taxes and charges, and shall pay or cause to be paid all of Borrower’s its real and personal property taxes, assessments assessments, and charges and all of Borrower’s its franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes taxes, and other governmental charges assessed against the Borrower, or payable by the Borrower, at such the times and in such the manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s its property, provided, however, that . The Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount amount, or imposition of any such tax, and upon such assessment, or charge. Upon a good faith contest to contest, the Borrower may delay or refuse payment thereofof the tax, assessment, or charge, if: (a) Borrower the Borrower, as the case may be, establishes adequate reserves to cover such the contested taxes, assessments, or charges; and (b) such the contest does not have a material adverse effect on the Borrower’s financial condition condition, results of Borroweroperations or business, the ability of the Borrower to pay any of the Liabilities, or the priority or value of U.S. Bankthe Lender’s security interests interest in the Collateral.

Claims and Taxes. Borrower agrees to indemnify and hold U.S. Bank the Agent and the Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing AgreementsAgreements (except those which Borrower proves were caused by the Agent’s or a Lender’s willful misconduct or gross negligence), which agreement to indemnify and hold U.S. Bank the Agent and the Lenders harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s property, provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of May 27, 2004 Borrower, the ability of Borrower to pay any of the Liabilities, or the priority or value of U.S. Bankthe Lender’s security interests in the Collateral.

Claims and Taxes. (a) Each Borrower agrees to indemnify shall, and hold U.S. Bank harmless from shall cause Parent and against any each of such Borrower's Subsidiaries to, file all tax and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements information returns and expenses (including without limitation, reasonable attorneys’ fees) relating to or reports required by and prepared in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify accordance with applicable law and hold U.S. Bank harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges Charges assessed against or payable by, such Borrower, Parent or payable by Borrowersuch Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any lien or charge Lien from attaching to Property of such Borrower’s property, providedParent or such Subsidiary; PROVIDED that such Borrower, however, that Borrower Parent and such Subsidiary shall have the right to contest in good faith, by an appropriate lawful proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such taxCharge, and upon such good faith contest to delay or refuse payment thereofthereof so long as (i) no Lien which will have priority over the Agent's Lien granted hereunder with respect to any Collateral is filed or recorded with respect thereto, if: (aii) Borrower establishes the execution or other enforcement of such Lien is and continues to be effectively stayed, (iii) such proceeding will prevent the forfeiture or sale of any Property of such Borrower, Parent or such Subsidiary, (iv) adequate reserves to cover such contested taxes; and have been provided therefor in accordance with GAAP, (bv) such contest does could not reasonably be expected to have a material adverse effect on the financial condition of Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to such Borrower, the ability of Borrower to pay any of the LiabilitiesParent or such Subsidiary, such Person pays, or the priority or value of U.S. Bank’s security interests causes to be paid, all such taxes and other charges and any penalties and interest payable in the Collateralconnection therewith.

Claims and Taxes. Borrower agrees to indemnify and hold U.S. Bank the Agent and the Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify and hold U.S. Bank the Agent and the Lenders harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s property, provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of Borrower, the ability of Borrower to pay any of the Liabilities, or the priority or value of U.S. Bankthe Lender’s security interests in the Collateral.

Claims and Taxes. Borrower agrees to indemnify and hold U.S. Bank the Agent and the Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Agreement or the other Financing AgreementsAgreements (except those which Borrower proves were caused by the Agent’s or a Lender’s willful misconduct or gross negligence), which agreement to indemnify and hold U.S. Bank the Agent and the Lenders harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s property, provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of Borrower, the ability of Borrower to pay any of the Liabilities, or the priority or value of U.S. Bankthe Lender’s security interests in the Collateral.

Claims and Taxes. Borrower agrees to indemnify and hold U.S. Bank the Agent and the Secured Parties harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ fees) relating to or in any way arising out of the possession, use, operation or control of any of Borrower’s assets, or in any way arising out of or related to this Security Agreement or the other Financing Agreements, except for those resulting from the gross negligence or willful misconduct of the Agent or the Secured Parties, which agreement to indemnify and hold U.S. Bank the Agent and the Secured Parties harmless shall survive the termination of this Security Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrower, at such times and in such manner as to prevent any penalty from accruing or any lien or charge from attaching to Borrower’s propertythe Collateral, provided, however, that Borrower shall have the right to contest in good faith, by an appropriate proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, and upon such good faith contest to delay or refuse payment thereof, if: (a) Borrower establishes adequate reserves to cover such contested taxes; and (b) such contest does not have a material adverse effect on the financial condition of Borrower, the ability of Borrower to pay any of the LiabilitiesObligations, or the priority or value of U.S. Bankthe Secured Party’s security interests in the Collateral.

Claims and Taxes. (a) The Borrower agrees to indemnify and hold U.S. Bank the Agent and each Lender harmless from and against any and all claims, demands, liabilitiesobligations, losses, damages, penalties, costs, obligations, actions, judgments, suits, disbursements and expenses (including without limitation, reasonable attorneys’ ' fees) asserted by any Person (other than the Borrower) in connection with this Agreement or the other Financing Agreements or asserted by any Person and relating to or in any way arising out of the possession, use, operation or control of any of the Borrower’s assets's or any Subsidiary's Property by any Person. The Borrower shall, or and shall cause each Subsidiary to, file all tax and information returns and reports required by and prepared in any way arising out of or related to this Agreement or the other Financing Agreements, which agreement to indemnify accordance with applicable law and hold U.S. Bank harmless shall survive the termination of this Agreement. Borrower shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges, and shall pay or cause to be paid all of Borrower’s real and personal property taxes, assessments and charges and all of Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against Borrower, or payable by Borrowerby, the Borrower or any Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any lien or charge Lien from attaching to Borrower’s propertyProperty of the Borrower or any Subsidiary, provided, however, provided that the Borrower and each Subsidiary shall have the right to contest in good faith, by an appropriate lawful proceeding promptly initiated and diligently conducted, the validity, amount or imposition of any such tax, assessment or charge, and upon such good faith contest to delay or refuse payment thereofthereof so long as (i) no Lien which will have priority over the Agent's Lien granted hereunder with respect to any Collateral is filed or recorded with respect thereto, if: (aii) the execution or other enforcement of such subordinate Lien is and continues to be effectively stayed, (iii) such proceeding will prevent the forfeiture or sale of any Property of the Borrower establishes or such Subsidiary, (iv) adequate reserves to cover such contested taxes; and have been provided therefor in accordance with GAAP, (bv) such contest does not have a material adverse effect on Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to the financial condition of BorrowerBorrower or such Subsidiary, the ability of Borrower to pay any of the Liabilitiespays, or the priority or value of U.S. Bank’s security interests causes to be paid, all such taxes and other charges and any penalties and interest payable in the Collateralconnection therewith.