Common use of Compliance with Laws; Payment of Taxes Clause in Contracts

Compliance with Laws; Payment of Taxes. (a) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (b) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000, and/or (ii) other unpaid Taxes contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 4 contracts

Samples: Financing Agreement (Mondee Holdings, Inc.), Financing Agreement (Mondee Holdings, Inc.), Financing Agreement (Mondee Holdings, Inc.)

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Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, in all material respects, with all Requirements of LawLaw (including, without limitation, all Environmental Laws), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, Subsidiaries except (ix) unpaid Taxes in an aggregate amount for all such Taxes not exceeding $250,000, at any one time not in excess of $2,500,000time, and/or and (iiy) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any penalty or Lien and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 3 contracts

Samples: Financing Agreement (Cherokee Inc), Financing Agreement (Cherokee Inc), Financing Agreement (Cherokee Inc)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, in all material respects, with all Requirements of LawLaw (including, without limitation, all Environmental Laws), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes taxes, assessments and other governmental charges imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes Subsidiaries in an aggregate amount at any one time not in excess of for all such taxes, assessments and other governmental charges exceeding $2,500,000250,000, and/or (ii) other unpaid Taxes except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 3 contracts

Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, comply with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000250,000, and/or and (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (SMTC Corp), Financing Agreement (SMTC Corp)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except that no such Tax need be paid if (i) the aggregate amount of such unpaid Taxes in an aggregate amount at any one time does not in excess of exceed $2,500,000, and/or 100,000 or (ii) other unpaid such Taxes are being contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (Regis Corp), Financing Agreement (Regis Corp)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), ) except to the extent where the failure to do so comply could not reasonably be expected to have result in a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all material Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000, and/or (ii) other unpaid Taxes to the extent contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (Blue Apron Holdings, Inc.), Financing Agreement (Blue Apron Holdings, Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension perioddelinquency, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000200,000, and/or and (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (Colonnade Acquisition Corp. II), Financing Agreement (Spire Global, Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, in all material respects, with all Requirements of LawLaw (including, without limitation, all Environmental Laws), judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes taxes, assessments and other governmental charges imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes Subsidiaries in an aggregate amount at any one time not in excess of for all such taxes, assessments and other governmental charges exceeding $2,500,000500,000, and/or (ii) other unpaid Taxes except to the extent contested in good faith by proper proceedings which stay the imposition of any penalty, fine or Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (Tpi Composites, Inc), Financing Agreement (Tpi Composites, Inc)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000, and/or (ii) other unpaid Taxes contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 2 contracts

Samples: Financing Agreement (Mondee Holdings, Inc.), Financing Agreement (Mondee Holdings, Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, comply with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,00050,000, and/or and (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 1 contract

Samples: Financing Agreement (OptimizeRx Corp)

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Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect.; and (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,00050,000 or such other amount for the applicable Loan Party as set forth on Schedule 6.01(j), and/or and (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 1 contract

Samples: Senior Secured Superpriority Priming Debtor in Possession Financing Agreement (AgileThought, Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, comply with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effectin all material respects. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except except (iA) unpaid Taxes the failure to pay could not reasonably be expected to result in an aggregate amount at any one time not a liability in excess of $2,500,000, and/or and (iiB) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 1 contract

Samples: Financing Agreement (Orthofix Medical Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000100,000, and/or (ii) other unpaid Taxes contested in good faith by proper proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.and

Appears in 1 contract

Samples: Financing Agreement (Unique Logistics International, Inc.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all federal and other material Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000, and/or (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 1 contract

Samples: Financing Agreement (Waldencast Acquisition Corp.)

Compliance with Laws; Payment of Taxes. (ai) Comply, and cause each of its Subsidiaries to comply, with all Requirements of Law, judgments and awards (including any settlement of any claim that, if breached, could give rise to any of the foregoing), except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect. (bii) Pay, and cause each of its Subsidiaries to pay, in full before delinquency or before the expiration of any extension period, all Taxes imposed upon any Loan Party or any of its Subsidiaries or any property of any Loan Party or any of its Subsidiaries, except (i) unpaid Taxes in an aggregate amount at any one time not in excess of $2,500,000100,000, and/or and (ii) other unpaid Taxes contested in good faith by proper proceedings which stay the imposition of any Lien resulting from the non-payment thereof and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP.

Appears in 1 contract

Samples: Financing Agreement (Unique Logistics International, Inc.)

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