Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. The Borrower agrees 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 the Borrower’s property and assets, including, without limitation, the Collateral. The 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 the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 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 (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest does not have a Material Adverse Effect.

Appears in 3 contracts

Samples: Term Loan and Security Agreement (Tandem Health Care, Inc.), Term Loan and Security Agreement (Tandem Health Care, Inc.), Loan and Security Agreement (Tandem Health Care, Inc.)

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Claims and Taxes. The Borrower agrees to indemnify and hold the Lender Agent, the Lenders and the Issuer 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 or in any way arising out of the possession, use, operation or control of any of the Borrower’s property and 's assets, including, without limitation, the Collateral. The Borrower agrees 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 the Borrower’s 's real and personal property taxes, assessments and charges and all of the Borrower’s 's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 the Borrower's 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 or imposition of any such tax, assessment or charge, and upon such good faith contest to delay or refuse payment thereof, if (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (b) such contest does not and will not have a Material Adverse Effect.material adverse effect on the financial condition of the Borrower or the ability of the Borrower to pay any of the Liabilities. 13.6

Appears in 1 contract

Samples: Credit Agreement (Sanfilippo John B & Son Inc)

Claims and Taxes. The Borrower agrees 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 the Borrower’s property and assets, including, without limitation, the Collateral. The 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 the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 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 (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest does not have a Material Adverse Effect.

Appears in 1 contract

Samples: Revolving Loan Agreement (Inland Real Estate Corp)

Claims and Taxes. The Borrower agrees 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 or in any way arising out of the possession, use, operation or control of any of the Borrower’s property and 's assets, including, without limitation, the Collateral. The Borrower agrees 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 the Borrower’s 's real and personal property taxes, assessments and charges and all of the Borrower’s 's franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 the Borrower's property, provided 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 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 Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (b) such contest does not have a Material Adverse Effectmaterial adverse effect on the financial condition of the Borrower, the ability of the Borrower to pay any of the Liabilities, or the priority or value of the Lender's security interests in the Collateral.

Appears in 1 contract

Samples: Loan and Security Agreement (Pemstar Inc)

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Claims and Taxes. The Borrower agrees to indemnify and hold the Lender Agent, the Issuer and the Lenders 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 or in any way arising out of the possession, use, operation or control of any of the Borrower’s property and assets, including, without limitation, the Collateral. The Borrower agrees 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 the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 the Borrower’s property, provided that the 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 (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, ; and (b) such contest does not and will not have a Material Adverse Effectmaterial adverse effect on the financial condition of the Borrower, the ability of the Borrower to pay any of the Liabilities or the priority or value of the Agent’s security interests in the Collateral.

Appears in 1 contract

Samples: Credit Agreement (Nb Finance Corp)

Claims and Taxes. The Borrower agrees to indemnify and hold the Lender Agent 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 the Borrower’s property and assets, including, without limitation, the Collateral. The 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 the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against the Borrower, or payable by the 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 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 (a) the Borrower establishes adequate reserves to cover such contested taxes, assessments or charges, and (b) such contest does not have a Material Adverse Effect.

Appears in 1 contract

Samples: Loan and Security Agreement (Phoenix Footwear Group Inc)

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