Common use of Pay Taxes Clause in Contracts

Pay Taxes. (a) Except as set forth in EXHIBIT 7-13, to the best of the Borrower's knowledge, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (b) Except as set forth in EXHIBIT 7-13, each Borrower has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of such Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon such Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's failure to have made such payment.

Pay Taxes. (a) Except as set forth in EXHIBIT 7-13The Borrower has not commenced operations and, to at the best date of the Borrower's knowledgethis Agreement, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or does not have any state taxing authorityor federal tax liabilities. (b) Except as set forth in EXHIBIT 7-13, each The Borrower has, and hereafter shall: shall pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of such the Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon such the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each the Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required except where the failure to pay any such tax, assessment, charge, levy or claim if file could have a material adverse effect on the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountantsBorrower. (c) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) aboveAt its option, the Administrative Agent, at its option, Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of any the Borrower's Employee Benefit Plan as the Administrative AgentAgent , in the Administrative Agent's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such the Borrower's failure to have made such payment.

Pay Taxes. (a) Except as set forth in EXHIBIT 7-13, to the best of the Borrower's knowledge, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (b) Except as set forth in EXHIBIT 7-1313 and except as would not be material, each Borrower has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Borrower or the Collateral by any person or entity Person whose claim could result in an Encumbrance upon any asset of such Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon such Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such Borrower or the Collateral by any person or entity Person or governmental authority, and make any contributions or other payments on account of any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's failure to have made such payment...

Pay Taxes. (a) Except as set forth in disclosed on EXHIBIT 74-13, (i) all material Tax returns that relate to or include any Loan Party and that are due on or before the best Effective Date, taking into account any extensions for the filing thereof, have been timely filed in accordance in all material respects with applicable Requirements of the Borrower's knowledgeLaw, there (ii) all such Tax returns are no examinations of correct and complete in all material respects, and (iii) all material Taxes for which a Loan Party may be liable that are due (whether or with respect to not shown on any Borrower presently being conducted by the Internal Revenue Service or any state taxing authoritytax return) have been paid in full. (b) Except as set forth in EXHIBIT 7-13, each Borrower Each Loan Party has, and hereafter shall: pay, as they become due and payable, all taxes material Taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Borrower Loan Party, or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of such Borrower any Loan Party or by any governmental authority; properly exercise any trust responsibilities imposed upon , except to the extent such Borrower Taxes are being contested by reason of withholding from employees' paya Loan Party in good faith, and adequate reserves are being maintained therefor on Loan Parties books in accordance with GAAP; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such Borrowerthe Loan Parties; and timely file all tax material Tax and other returns and other reports with each governmental authority to whom each Borrower a Loan Party is obligated to so file, provided that neither in each case, taking into account any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountantsapplicable extension periods. (c) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any taxesTaxes, unemployment contributions, and any and all other charges levied or assessed upon such Borrower a Loan Party, or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of any Borrower's a Loan Party’s Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable ’s discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's ’s making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's a Loan Party’s failure to have made such payment. (d) The Borrower does not intend to treat the Term Loans and the transactions related thereto as being “reportable transactions” (within the meaning of Treasury Regulation Section 1.6011-4). In the event the Borrower determines to take any action inconsistent with such intention, it will promptly notify the Agent thereof. If the Borrower so notifies the Agent, the Borrower acknowledges that the Agent may treat the Term Loans as part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and the Agent may maintain the lists and other records required by such Treasury Regulation.

Pay Taxes. (a) Except as set forth in EXHIBIT 7-13, to the best The Borrower has been a member of the Borrower's knowledge, there are no examinations affiliated group (within the meaning of or with respect to any Borrower presently being conducted by Section 1504 of the Internal Revenue Service or any state taxing authorityCode of 1986, as amended) of which Federated Department Stores, Inc. is the common parent (within the meaning of Section 1504 of the Internal Revenue Code of 1986, as amended) and which has included the Seller and the Borrower since 1995. (b) Except as set forth in disclosed on EXHIBIT 74-13, each (i) all tax returns (federal, state, local or foreign) that relate to or include the Borrower and that are due on or before the date hereof, taking into account any extensions for the filing thereof, have been or will be prepared and timely filed in accordance in all material respects with applicable Requirements of Law, (ii) all such tax returns are or will be correct and complete insofar as they relate to the Borrower, and (iii) all taxes (federal, state, local or foreign) for which the Borrower may be liable that are due (whether or not shown on any tax return) have been or will be paid in full. (c) The Borrower has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such the Borrower or the Collateral by any person or entity whose claim could result in an Encumbrance upon any asset of such the Borrower or by any governmental authority, except to the extent such taxes are being contested by the Borrower in good faith, and adequate reserves are being maintained therefor on the Borrower's books in accordance with GAAP; properly exercise any trust responsibilities imposed upon such the Borrower by reason of withholding from employees' paypay or by reason of the Borrower's receipt of sales tax or other funds for the account of any third party; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such the Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each the Borrower is obligated to so file, provided that neither in each case, taking into account any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountantsapplicable extension periods. (cd) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at At its option, after the occurrence, and during the continuance, of a Suspension Event, the Agent may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such the Borrower or the Collateral by any person or entity or governmental authority, and make any contributions or other payments on account of any the Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such the Borrower's failure to have made such payment.

Pay Taxes. (a) Except as set forth in EXHIBIT 7-13, to the best of the Borrower's knowledge, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (ba) Except as set forth in EXHIBIT 7-1313 and except as would not be material, each Borrower has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Borrower or the Collateral Assets by any person or entity Person whose claim could result in an Encumbrance upon any asset of such Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon such Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (cb) Except as set forth in EXHIBIT 7-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such Borrower or the Collateral Assets by any person or entity Person or governmental authority, and make any contributions or other payments on account of any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable discretion, may deem necessary or desirable, to protect, maintain, preserve, collect, or realize upon any or all of the Collateral Assets or the value thereof or any right or remedy pertaining thereto, provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's failure to have made such payment...

Pay Taxes. (a) Except as set forth in EXHIBIT 75-13, to the best of the Borrower's Borrowers' knowledge, there are no examinations of or with respect to any Borrower presently being conducted by the Internal Revenue Service or any state taxing authority. (b) Except as set forth in EXHIBIT 75-1313 and except as would not be material, each Borrower has, and hereafter shall: pay, as they become due and payable, all taxes and unemployment contributions and other charges of any kind or nature levied, assessed or claimed against such Borrower or the Collateral its assets by any person or entity Person whose claim could result in an Encumbrance upon any asset of such Borrower or by any governmental authority; properly exercise any trust responsibilities imposed upon such Borrower by reason of withholding from employees' pay; timely make all contributions and other payments as may be required pursuant to any Employee Benefit Plan now or hereafter established by such Borrower; and timely file all tax and other returns and other reports with each governmental authority to whom each Borrower is obligated to so file, provided that neither any Borrower nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings promptly initiated and diligently conducted and if such Borrower or such Subsidiary, as the case may be, shall have set aside on its books such reserves, if any, with respect thereto as are required by GAAP and deemed appropriate by such Borrower and its independent public accountants. (c) Except as set forth in EXHIBIT 75-13, subject to the Borrowers' rights under subsection (b) above, in the event of the failure by any Borrower to comply with subsection (b) above, the Administrative Agent, at its option, may, but shall not be obligated to, pay any taxes, unemployment contributions, and any and all other charges levied or assessed upon such Borrower or the Collateral its assets by any person or entity Person or governmental authority, and make any contributions or other payments on account of any Borrower's Employee Benefit Plan as the Administrative Agent, in the Administrative Agent's reasonable discretion, may deem necessary or desirable, desirable to protect, maintain, preserve, collect, maintain or realize upon preserve any or all of the Collateral properties or assets of such Borrower or the value thereof or any right or remedy pertaining thereto, ; provided, however, the Administrative Agent's making of any such payment shall not constitute a cure or waiver of any Event of Default occasioned by such Borrower's failure to have made such payment.