Payment of Charges and Claims. The Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge in accordance with the terms thereof (A) all Charges imposed upon it or its income and profits, or any of its property (real, personal or mixed), (B) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid might by law become a Lien on its property, and (C) all rent in whatever form owing with respect to the lease by the Borrower or any of its Subsidiaries of real property; provided, that neither the Borrower nor any such Subsidiary shall be required to pay any such Charge, claim or rent which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges, claims or rent and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral would be subject to forfeiture or loss or any Lien by reason of the institution or prosecution of such contest, (v) no Lien shall exist, be imposed or be attempted to be imposed for such Charges, claims or rent during such action or proceeding unless the full amount of such Charge, claim or rent is covered by insurance satisfactory in all respects to the Agent, and (vi) the Borrower or such Subsidiary, as appropriate, shall promptly pay or discharge such contested Charges, claims or rent and all additional charges, interest penalties and expenses, if any, and shall, concurrently with the delivery of each quarterly Compliance Certificate (and in any event within 30 days after the end of each Fiscal Quarter), deliver to the Agent (x) evidence acceptable to the Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to the Borrower or such Subsidiary, as appropriate, and (y) a report listing all such contested Charges then existing to the extent in excess of $5,000,000 in the aggregate and any and all reserves established and maintained with respect thereto.
Payment of Charges and Claims. If Borrower Group, at any time or times hereafter, shall fail to pay the Charges when due or promptly obtain the discharge of such Charges or of any Lien asserted against the Collateral, Lender may, without waiving or releasing any obligation or liability of Borrower Group hereunder or any Event of Default, in its sole discretion, at any time or times thereafter, make such payment, or any part thereof, or obtain such discharge and take any other action with respect thereto which Lender deems advisable. All sums so paid by Lender and any expenses, including reasonable attorneys’ and paralegals’ fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by Borrower Group to Lender and shall be additional Indebtedness hereunder secured by the Collateral.
Payment of Charges and Claims. If the Debtors, at any ----------------------------- time or times hereafter, shall fail to pay charges in respect of the Intellectual Property Collateral when due or promptly obtain the discharge of such charges or of any lien, claim or encumbrance asserted against the Intellectual Property Collateral, the Agent Bank may, without waiving or releasing any obligation or liability of the Debtors hereunder or any Event of Default under any of the Loan Documents, in its sole discretion, at any time or times thereafter, make such payment, or any part thereof, or obtain such discharge and take any other action with respect thereto which the Agent Bank reasonably deems advisable (provided that Agent Bank has first given Debtors notice of the proposed payment or action and Debtors have failed to make such payment or take such action within ten (10) Banking Business Days thereafter). All sums so paid by the Agent Bank and any expenses incurred by the Agent Bank on its behalf, including reasonable attorneys' fees, court costs, expenses and other charges relating thereto, shall be payable, upon demand, by the Debtors to the Agent Bank and shall be Secured Obligations secured by the Collateral under any of the Loan Documents, including, without limitation, the Intellectual Property Collateral, and shall bear interest, accruing from the date of such demand, at the Default Rate which is set forth in the Credit Agreement.
Payment of Charges and Claims. The Pledgor shall pay (a) all Charges imposed upon any Collateral, and (b) all claims that have become due and payable and, under applicable law, have or may become Liens (other than Permitted Liens) upon any Collateral, in each case before any penalty shall be incurred with respect thereto. If the Pledgor fails to pay or obtain the discharge of any Charge, claim or Lien required to be paid or discharged under this Section and asserted against any Collateral, the Second Priority Collateral Trustee may, at any time and from time to time, in its sole discretion and without waiving or releasing any obligation of the Pledgor under this Agreement or waiving any Event of Default, make such payment, obtain such discharge or take such other action with respect thereto as the Second Priority Collateral Trustee deems advisable.
Payment of Charges and Claims. The Pledgor shall pay (a) all ----------------------------- Charges imposed upon any Collateral, and (b) all claims that have become due and payable and, under applicable laws and regulations, have or may become Liens upon any Collateral, in each case before any penalty shall be incurred with respect thereto. If the Pledgor fails to pay or obtain the discharge of any Charge, claim or Lien required to be paid or discharged under this Section and asserted against any of the Collateral, the Secured Party may, at any time and from time to time, in its sole discretion and without waiving or releasing any obligation of the Pledgor under this Agreement or waiving any Default or Event of Default, make such payment, obtain such discharge or take such other action with respect thereto as the Secured Party deems advisable, and all amounts so expended by the Secured Party shall be included in the Secured Obligations.
Payment of Charges and Claims. Borrower shall (and shall cause each of its Subsidiaries to) pay and discharge, or cause to be paid and discharged in accordance with the terms thereof, (a) all Charges imposed upon it or any such Subsidiary or its or their income and profits, or any of its Property (real, personal or mixed), and (b) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid by law become a Lien on its Property; PROVIDED, that Borrower or any such Subsidiary shall not be required to pay any such Charge or claim which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges or claims and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral having a value in excess of $100,000 would be subject to forfeiture or loss by reason of the institution or prosecution of such contest, and (v) Borrower shall promptly pay or discharge such contested Charges and all additional charges, interest penalties and expenses, if any, and shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to Borrower.
Payment of Charges and Claims. Grantor shall pay (i) all Charges imposed upon the Collateral and (ii) all claims that have become due and payable and, under Applicable Law, have or may become liens upon any Collateral, in each case before any penalty shall be incurred with respect thereto; provided that, unless foreclosure, levy or similar proceedings shall have commenced, Grantor need not pay or discharge any such Charges or claims so long as the validity or amount thereof is being contested in good faith and by appropriate proceedings and so long as adequate reserves therefor have been established in accordance with GAAP. If Grantor fails to pay or obtain the discharge of any Charge, claim or lien required to be paid or discharged under this Section 4.5. and asserted against portion of the Collateral, the Collateral Agent may, at any time and from time to time, in its discretion and without waiving or releasing any obligation of Grantor under this Agreement or the other Transaction Documents or waiving any Default or Event of Default, make such payment, obtain such discharge or take such other action with respect thereto as the Collateral Agent deems advisable.
Payment of Charges and Claims. Borrower shall (and shall ----------------------------- cause each of its Subsidiaries to) pay and discharge, or cause to be paid and discharged in accordance with the terms thereof, (a) all Charges imposed upon it or any such Subsidiary or its or their income and profits, or any of its Property (real, personal or mixed), and (b) all lawful claims for labor, materials, supplies and services or otherwise, which if unpaid by law become a Lien on its Property; provided, that Borrower or any such Subsidiary shall not -------- be required to pay any such Charge or claim which is being contested in good faith by proper legal actions or proceedings, so long as at the time of commencement of any such action or proceeding and during the pendency thereof (i) no Default or Event of Default shall have occurred and be continuing, (ii) adequate reserves with respect thereto are established and are maintained in accordance with GAAP, (iii) such contest operates to suspend collection of the contested Charges or claims and is maintained and prosecuted continuously with diligence, (iv) none of the Collateral having a value in excess of $1,000,000 would be subject to forfeiture or loss by reason of the institution or prosecution of such contest, and (v) Borrower shall promptly pay or discharge such contested Charges and all additional charges, interest penalties and expenses, if any, and shall deliver to Administrative Agent evidence reasonably acceptable to Administrative Agent of such compliance, payment or discharge, if such contest is terminated or discontinued adversely to Borrower.
Payment of Charges and Claims. Pledgor agrees to pay prior to ----------------------------- delinquency all taxes, charges, liens and assessments against the Pledged Collateral, and upon the failure of Pledgor to do so, Pledgee at its option may pay any of them and shall be the sole judge of the legality or validity thereof and the amount necessary to discharge the same.
Payment of Charges and Claims. The Borrower shall pay (i) all Charges lawfully imposed upon any Collateral and (ii) all claims (including claims for labor, services and materials) that have become due and payable and, under Applicable Law, have or may become Liens upon any Collateral, in each case before any material penalty shall be incurred with respect thereto; provided that, unless foreclosure,
