Common use of Claims and Taxes Clause in Contracts

Claims and Taxes. (a) The Borrower agrees to indemnify and hold the Agent and each Lender harmless from and against any and all claims, demands, obligations, losses, damages, penalties, costs, and expenses (including 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 or any Subsidiary's Property by any Person. The Borrower shall, and shall cause each Subsidiary to, file all tax and information returns and reports required by and prepared in accordance with applicable law and 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 real and personal property taxes, assessments and charges and franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against or payable by, the Borrower or any Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to Property of the Borrower or any Subsidiary, 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 thereof 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, (ii) 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 or such Subsidiary, (iv) adequate reserves have been provided therefor in accordance with GAAP, (v) such contest does not have a Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to the Borrower or such Subsidiary, the Borrower pays, or causes to be paid, all such taxes and other charges and any penalties and interest payable in connection therewith. (b) The Borrower shall notify the Agent and each Lender promptly (and in no event later than ten (10) days) after becoming aware of the intent of the Service to assert a deficiency with respect to the Borrower or any Subsidiary, and shall promptly (and in no event later than five (5) days after receipt) send the Agent and each Lender copies of any notices of proposed deficiency and any notices of deficiency received from the Service.

Claims and Taxes. (a) The Borrower agrees to indemnify and hold the Agent and each Lender harmless from and against any and all claims, demands, obligations, losses, damages, penalties, costs, and expenses (including 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 or any Subsidiary's Property by any Person. The Borrower shall, and shall cause each Subsidiary to, file all tax and information returns and reports required by and prepared in accordance with applicable law and 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 real and personal property taxes, assessments and charges and franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges assessed against against, or payable by, the Borrower or any Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to Property of the Borrower or any Subsidiary, 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 thereof 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, (ii) 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 or such Subsidiary, (iv) adequate reserves have been provided therefor in accordance with GAAP, (v) such contest does not have a Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to the Borrower or such Subsidiary, the Borrower pays, or causes to be paid, all such taxes and other charges and any penalties and interest payable in connection therewith. (b) The Borrower shall notify the Agent and each Lender promptly (and in no event later than ten (10) days) after becoming aware of the intent of the Service to assert a deficiency with respect to the Borrower or any Subsidiary, and shall promptly (and in no event later than five (5) days after receipt) send the Agent and each Lender copies of any notices of proposed deficiency and any notices of deficiency received from the Service. If the Required Lenders so request, the Borrower shall take all reasonable actions necessary to contest such claimed deficiency and shall appoint outside tax counsel acceptable to the Required Lenders to contest such claims of deficiency and shall direct such counsel to consult with the Lenders and to provide the Agent and the Lenders with periodic status reports and assessments of the legal merits of the contest. At the Required Lenders' request, such contest shall continue through the appropriate administrative and court procedures including appeals therefrom until such outside tax counsel informs the Agent that it is of the opinion that further contest would be inadvisable taking into account all factors (including any proposed settlement or compromise by the Service).

Claims and Taxes. (a) The Borrower agrees to indemnify and hold the Agent and each Lender harmless from and against any and all claims, demands, obligations, losses, damages, penalties, costs, and expenses (including 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 or any Subsidiary's Property by any Person. The Each Borrower shall, and shall cause Parent and each Subsidiary of such Borrower's Subsidiaries to, file all tax and information returns and reports required by and prepared in accordance with applicable law and 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 real and personal property taxes, assessments and charges and franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges Charges assessed against or payable by, the Borrower such Borrower, Parent or any such Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to Property of the Borrower such Borrower, Parent or any such Subsidiary, ; provided that the Borrower such Borrower, Parent and each 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 tax, assessment or chargeCharge, and upon such good faith contest to delay or refuse payment thereof 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, (ii) 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 such Borrower, Parent or such Subsidiary, (iv) adequate reserves have been provided therefor in accordance with GAAP, (v) such contest does could not reasonably be expected to have a Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to the Borrower such Borrower, Parent or such Subsidiary, the Borrower such Person pays, or causes to be paid, all such taxes and other charges and any penalties and interest payable in connection therewith. (b) The Each Borrower shall notify the Agent and each Lender promptly (and in no event later than ten (10) days) after becoming aware of the intent of the Service to assert a deficiency with respect to the of such Borrower or Parent or any Subsidiary, and shall promptly (and in no event later than five (5) days after receipt) send the Agent and each Lender copies of any notices of proposed deficiency and any notices of deficiency received from the Service.

Claims and Taxes. (a) The Borrower agrees to indemnify and hold the Agent and each Lender harmless from and against any and all claims, demands, obligations, losses, damages, penalties, costs, and expenses (including 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 or any Subsidiary's Property by any Person. The Each Borrower shall, and shall cause Parent and each Subsidiary of such Borrower's Subsidiaries to, file all tax and information returns and reports required by and prepared in accordance with applicable law and 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 real and personal property taxes, assessments and charges and franchise, income, unemployment, use, excise, old age benefit, withholding, sales and other taxes and other governmental charges Charges assessed against or payable by, the Borrower such Borrower, Parent or any such Subsidiary, at such times and in such manner as to prevent any penalty from accruing or any Lien from attaching to Property of the Borrower such Borrower, Parent or any such Subsidiary; PROVIDED that such Borrower, provided that the Borrower Parent and each 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 tax, assessment or chargeCharge, and upon such good faith contest to delay or refuse payment thereof 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, (ii) 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 such Borrower, Parent or such Subsidiary, (iv) adequate reserves have been provided therefor in accordance with GAAP, (v) such contest does could not reasonably be expected to have a Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to the Borrower such Borrower, Parent or such Subsidiary, the Borrower such Person pays, or causes to be paid, all such taxes and other charges and any penalties and interest payable in connection therewith. (b) The Each Borrower shall notify the Agent and each Lender promptly (and in no event later than ten (10) days) after becoming aware of the intent of the Service to assert a deficiency with respect to the of such Borrower or Parent or any Subsidiary, and shall promptly (and in no event later than five (5) days after receipt) send the Agent and each Lender copies of any notices of proposed deficiency and any notices of deficiency received from the Service.

Claims and Taxes. (a) The Borrower agrees to indemnify and hold the Agent and each Lender the Lenders harmless from and against any and all claims, demands, obligationsliabilities, 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 Borrower’s assets, or in any way arising out of or related to this Agreement or the Borrower's or any Subsidiary's Property by any Personother Financing Agreements, which agreement to indemnify and hold the Agent and the Lenders harmless shall survive the termination of this Agreement. The Borrower shall, and shall cause each Subsidiary to, file all tax and information returns and reports required by and prepared in accordance with applicable law and 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, the Borrower or any Subsidiaryby Borrower, at such times and in such manner as to prevent any penalty from accruing or any Lien lien or charge from attaching to Property of the Borrower’s property, provided, however, that Borrower or any Subsidiary, 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 thereof so long as thereof, if: (ia) 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, (ii) 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 or such Subsidiary, (iv) establishes adequate reserves have been provided therefor in accordance with GAAP, to cover such contested taxes; and (vb) such contest does not have a Material Adverse Effect and (vi) if such contest is abandoned or determined adversely to material adverse effect on the Borrower or such Subsidiaryfinancial condition of Borrower, the ability of Borrower paysto pay any of the Liabilities, or causes to be paid, all such taxes and other charges and any penalties and interest payable in connection therewith. (b) The Borrower shall notify the Agent and each Lender promptly (and in no event later than ten (10) days) after becoming aware priority or value of the intent of Lender’s security interests in the Service to assert a deficiency with respect to the Borrower or any Subsidiary, and shall promptly (and in no event later than five (5) days after receipt) send the Agent and each Lender copies of any notices of proposed deficiency and any notices of deficiency received from the ServiceCollateral.