Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. The Borrowers agree, jointly and severally, to indemnify and hold the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs 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 Borrower’s property and assets, including, without limitation, the Collateral. The Borrowers agree, jointly and severally, to 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 each Borrower’s real and personal property taxes, including taxes with respect to the Real Property, assessments and charges and all of each Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against any Borrower, or payable by any Borrower, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to its property, provided that the Borrowers 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, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if (a) the Borrowers established adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest could not be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc)

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Claims and Taxes. The Borrowers agree, jointly and severally, to indemnify and hold the Lender Agent and Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs 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 Borrower’s property and assets, including, without limitation, the Collateral. The Borrowers agree, jointly and severally, to 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 each Borrower’s real and personal property taxes, including taxes with respect to the Real Property, assessments and charges and all of each Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against any Borrower, or payable by any Borrower, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to its property, provided that the Borrowers 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, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if (a) the Borrowers established adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest could not be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Subordinated Term Loan and Security Agreement (Summit Healthcare REIT, Inc), Term Loan and Security Agreement (Summit Healthcare REIT, Inc)

Claims and Taxes. The Borrowers agreeBorrowers, jointly and severally, agree to indemnify and hold the Lender harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs costs, and expenses (including, including without limitation, reasonable attorneys' fees) relating to to, or in any way arising out of the possession, use, operation or control of any of any Borrower’s property and 's assets, including, without limitation, which agreement to indemnify and hold Lender harmless shall survive the Collateraltermination of this Agreement. The Borrowers agree, jointly and severally, to shall pay or cause to be paid all license fees, bonding premiums and related taxes and charges charges, and shall pay or cause to be paid all of each Borrower’s 's real and personal property taxes, including taxes with respect to the Real Property, assessments and charges and all of each Borrower’s 's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against any Borrower, or payable by any Borrower, at such times and in such manner as to prevent any penalty from accruing or any Lien lien or charge from attaching to its any Borrower's property, provided provided, however, that the Borrowers each 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, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if if: (a) the Borrowers established such Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (b) such contest could does not be expected to result in have a Material Adverse Effect.

Appears in 1 contract

Samples: Loan and Security Agreement (Allied Defense Group Inc)

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Claims and Taxes. The Borrowers agree, jointly and severally, Borrower agrees to indemnify and hold the Lender Agent and Lenders harmless from and against any and all claims, demands, liabilities, losses, damages, penalties, costs 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 Borrower’s or any Property Owner's property and assets, including, without limitation, the Collateral. The Borrowers agree, jointly and severally, Borrower agrees to 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 each Borrower’s and each Property Owner's real and personal property taxes, including taxes with respect to the Real Property, assessments and charges and all of each Borrower’s and each Property Owner's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against any BorrowerBorrower or a Property Owner, or payable by any BorrowerBorrower or a Property Owner, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to its property, provided that the Borrowers Borrower or the applicable Property Owner 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, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if (a) the Borrowers Borrower or such Property Owner established adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest could not be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Mezzanine Term Loan and Security Agreement (Summit Healthcare REIT, Inc)

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