Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 94 contracts
Samples: Senior Secured Credit Agreement (SLR Investment Corp.), Senior Secured Revolving Credit Agreement (Capital Southwest Corp), Senior Secured Revolving Credit Agreement (Oaktree Strategic Credit Fund)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including income tax and other material tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 38 contracts
Samples: Senior Secured Revolving Credit Agreement (Crescent Capital BDC, Inc.), Senior Secured Revolving Credit Agreement (Kayne Anderson BDC, Inc.), Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 36 contracts
Samples: Credit Agreement (Patriot Transportation Holding, Inc.), Revolving Credit and Term Loan Agreement (Aaron's Inc), Revolving Credit and Term Loan Agreement (Aaron's Inc)
Payment of Obligations. The Each of the Borrower and the Holding Company will, and will cause each of its the Borrower’s Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Holding Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 16 contracts
Samples: Incremental Loan Amendment (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc), Credit Agreement (Sinclair Broadcast Group Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries) to, pay its obligations, including tax Tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect obligations before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary (other than Immaterial Subsidiaries) has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 15 contracts
Samples: Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp), Senior Secured Revolving Credit Agreement (Blue Owl Capital Corp III), Senior Secured Credit Agreement (Lord Abbett Private Credit Fund)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax Tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 12 contracts
Samples: Senior Secured Credit Agreement (FS Energy & Power Fund), Senior Secured Revolving Credit Agreement (FIDUS INVESTMENT Corp), Amendment No. 1 and Waiver (FS Energy & Power Fund)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, all claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 11 contracts
Samples: Loan Agreement (Smartfinancial Inc.), Credit Agreement (United Community Banks Inc), Credit Agreement (Hancock Holding Co)
Payment of Obligations. The Each of Holdings and the Parent Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Parent Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 9 contracts
Samples: Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc), Credit Agreement (J C Penney Co Inc)
Payment of Obligations. The Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligationspay, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, its Indebtedness and Tax liabilities but excluding Indebtedness (other than the Obligations) that is not in excess of $150,000,000, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and or (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 9 contracts
Samples: Credit Agreement (Kinder Morgan, Inc.), Credit Agreement (Kinder Morgan, Inc.), First Amendment (Kinder Morgan, Inc.)
Payment of Obligations. The Administrative Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected likely to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Administrative Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 9 contracts
Samples: Credit Agreement, Credit Agreement (Idexx Laboratories Inc /De), Credit Agreement (Idexx Laboratories Inc /De)
Payment of Obligations. The Each of Holdings and the Borrower will, and will cause each of its the Subsidiaries to, pay its obligationsTax liabilities, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (cd) the failure to make payment pending such contest could is not reasonably be expected likely to result in a Material Adverse Effect.
Appears in 9 contracts
Samples: Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Corp), Credit Agreement (Select Medical Holdings Corp)
Payment of Obligations. The Borrower will, and will cause each of its the Subsidiaries to, pay its Indebtedness and other obligations, including tax liabilities and material contractual obligationsTax liabilities, thatwhich, if not paidunpaid, could reasonably be expected to result in a Material Adverse Effect material Lien on any of their properties or assets, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 8 contracts
Samples: Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp), Credit Agreement (Rite Aid Corp)
Payment of Obligations. The Such Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc), Credit Agreement (Aol Time Warner Inc)
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Credit Agreement (Starz, LLC), Credit Agreement (QVC Inc), Credit Agreement (QVC Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax income Tax and other material Tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp), Credit Agreement (Stellus Private Credit BDC), Senior Secured Revolving Credit Agreement (Pennantpark Investment Corp)
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)
Payment of Obligations. The Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Time Warner Cable Inc.), Credit Agreement (Time Warner Cable Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect or become a Lien on any of its property, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Alon USA Energy, Inc.)
Payment of Obligations. The Each of the Company and the Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP), Credit Agreement (Healthcare Trust of America Holdings, LP), Revolving Credit and Term Loan Agreement (Healthcare Trust of America Holdings, LP)
Payment of Obligations. The Borrower will, and will cause each of its Covered Subsidiaries to, pay its obligationsobligations (other than Indebtedness), including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (ba) the Borrower or such Covered Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and or (cb) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Borrower Assignment and Assumption Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.)
Payment of Obligations. The Each Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co), Credit Agreement (Sherwin Williams Co)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Revolving Credit and Term Loan Agreement (Tivity Health, Inc.), Revolving Credit and Term Loan Agreement (Healthways, Inc), Revolving Credit and Term Loan Agreement (Healthways, Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such the applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Omnibus Amendment to Loan Documents (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Senior Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or IFRS (as appropriate) and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Facility Agreement (Fly Leasing LTD), Facility Agreement (Fly Leasing LTD), Senior Secured Credit Agreement (Fly Leasing LTD)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries Subsidiary to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Great Plains Ethanol LLC), Credit Agreement (Golden Grain Energy), Credit Agreement (Western Plains Energy LLC)
Payment of Obligations. The Each of the Parent and the Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Parent, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (Jackson Hewitt Tax Service Inc), Credit Agreement (Abercrombie & Fitch Co /De/), Credit Agreement (Abercrombie & Fitch Co /De/)
Payment of Obligations. The Borrower Intermediate Holdings will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Intermediate Holdings or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) to the extent that the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (MSG Entertainment Spinco, Inc.), Credit Agreement (Madison Square Garden Co)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsobligations (other than Indebtedness), including tax liabilities and material contractual obligationsliabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Bard C R Inc /Nj/), Credit Agreement (Bard C R Inc /Nj/), Credit Agreement (Bard C R Inc /Nj/)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse EffectEffect or would result in a Permitted Encumbrance.
Appears in 3 contracts
Samples: Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.), Revolving Credit and Term Loan Agreement (Stanley, Inc.)
Payment of Obligations. The Such Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc.)
Payment of Obligations. The Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)
Payment of Obligations. The Borrower will, and will cause each of its Regulated Subsidiaries to, pay its obligationsobligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto as necessary in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)
Payment of Obligations. The Borrower will, and will ---------------------- cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc), Credit Agreement (Pure Resources Inc)
Payment of Obligations. The Each Borrower will, and will cause each of its Subsidiaries subsidiaries to, pay its obligations, obligations (including tax Tax liabilities and material contractual obligations, but other than obligations with respect to Indebtedness) that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.), Credit Agreement (Mirion Technologies, Inc.)
Payment of Obligations. The Other than contractual obligations relating to Indebtedness, the Borrower will, and will cause each of its Subsidiaries Subsidiary to, pay comply with its contractual obligations, including payment of its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, with respect to which the failure of such compliance could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in defaultEffect, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment comply pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.), Revolving Credit Agreement (Rackspace Hosting, Inc.)
Payment of Obligations. The Such Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (QVC Inc), Credit Agreement (Liberty Interactive Corp), Credit Agreement (QVC Inc)
Payment of Obligations. The Each of Holdings and the Borrower will, and will cause each of its Subsidiaries and the other Credit Parties to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings the Borrower or such Subsidiary or Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (Florida Gaming Corp)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsand discharge at or before maturity all taxes, including tax liabilities assessments and material contractual obligationsother governmental charges, that, if not paid, levies and all other claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.), Revolving Credit and Term Loan Agreement (Catalyst Health Solutions, Inc.)
Payment of Obligations. The Each Borrower will, and will cause each of its Subsidiaries subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTaxes, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the failure to pay such amount could not reasonably be expected to result in a Material Adverse Effect or (b) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (bi) the such Borrower or such Subsidiary subsidiary has set aside on its books adequate reserves with respect thereto or other appropriate provisions, if any, as shall be required in accordance conformity with GAAP and (cii) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Fort Howard Corp), Credit Agreement (Fort James Corp)
Payment of Obligations. The Each of the Company and the Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Healthcare Trust of America, Inc.), Credit Agreement (Healthcare Trust of America, Inc.)
Payment of Obligations. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its their respective obligations, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.), Senior Secured Revolving Credit Agreement (Lafayette Square USA, Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries (other than Non-Controlled Joint Venture Entities) to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in have a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Constellation Brands, Inc.), Credit Agreement (Constellation Brands, Inc.)
Payment of Obligations. The Borrower Loan Parties will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Loan Parties or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: 364 Day Bridge Credit Agreement (Sherwin Williams Co), Term Loan Credit Agreement (Sherwin Williams Co)
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with and as required by GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Ugi Corp /Pa/), Credit Agreement (Ugi Corp /Pa/)
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Geo Group Inc), Credit Agreement (Geo Group Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SAP or both, as the case may be, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (ACA Capital Holdings Inc), Credit Agreement (ACA Capital Holdings Inc)
Payment of Obligations. The Borrower willPay, and will cause each of its Material Subsidiaries toto pay, pay its obligationsbefore the same shall become delinquent or in default, including tax liabilities and material contractual obligations, all obligations that, if not paid, could reasonably be expected to result in have a Material Adverse Effect before the same shall become delinquent or in defaultrespect of such Borrower, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in have a Material Adverse EffectEffect in respect of such Borrower.
Appears in 2 contracts
Samples: Credit Agreement (Williams Companies Inc), Credit Agreement (Williams Companies Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, including tax liabilities Material Indebtedness and material contractual obligations, that, if not paid, could reasonably be expected to result in a all of its Material Adverse Effect Non-Indebtedness Obligations before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Easylink Services International Corp), Revolving Credit and Term Loan Agreement (Easylink Services International Corp)
Payment of Obligations. The Borrower Borrowers will, and will cause each of its their Subsidiaries to, pay its obligationsand discharge at or before maturity, all of their obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Borrowers or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Delek US Holdings, Inc.), Revolving Credit Agreement (Delek US Holdings, Inc.)
Payment of Obligations. The Each Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Letter of Credit Agreement (Potlatch Corp), Revolving Credit Agreement (Checkfree Corp \Ga\)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligations, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Senior Secured Credit Agreement (Franklin BSP Capital Corp), Senior Secured Credit Agreement (Franklin BSP Lending Corp)
Payment of Obligations. The Such Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries and the Parent Guarantors to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (i) (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and GAAP, or (cii) the failure to make payment pending such contest could would not reasonably be expected to result in have a Material Adverse Effect.
Appears in 2 contracts
Samples: Term Loan Agreement (Brixmor Property Group Inc.), Revolving Credit and Term Loan Agreement (Brixmor Property Group Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its their obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedingsproceedings and such contest effectively suspends collection of the contested obligation and the enforcement of a Lien securing such obligation, (b) the Borrower or any such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Kansas City Southern), Credit Agreement (Kansas City Southern De Mexico, S.A. De C.V.)
Payment of Obligations. The Borrower and the Company will, and will cause each of its their Subsidiaries to, pay its obligations, and liabilities, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Home Properties Inc), Credit Agreement (Home Properties Inc)
Payment of Obligations. The Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligationspay, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, its Indebtedness and tax liabilities but excluding Indebtedness (other than the Obligations) than is not in excess of $75,000,000, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and or (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Kinder Morgan Energy Partners L P)
Payment of Obligations. The Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to could, individually or in the aggregate, result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate such reserves with respect thereto in accordance as may be required by with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Each of Holdings and the Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to would result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (CommerceHub, Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (ab) the validity or amount thereof is being contested in good faith by appropriate proceedings, (bc) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (cd) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each other Loan Party and each of its the other Subsidiaries to, pay its respective obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Borrower, such other Loan Parties or such other Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Corporate Property Associates 14 Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Bea Systems Inc)
Payment of Obligations. The Borrower will, and will cause each of its the Significant Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Significant Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with to the extent required by GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (CMP Group Inc)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries Subsidiary to, pay its obligationsmaterial obligations (other than with respect to Non-Recourse Indebtedness of Excluded Subsidiaries), including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Each Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligationsobligations (other than those under the Senior Credit Agreement), including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Senior Subordinated Credit Agreement (Symmetry Medical Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Significant Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest contest, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: 364 Day Term Loan Credit Agreement (Take Two Interactive Software Inc)
Payment of Obligations. The Borrower will, and will cause each of its Material Subsidiaries to, pay its material obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or SSAP (as applicable) and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower Company will, and will cause each of its Significant Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Company, such Subsidiary or such Subsidiary other Borrower has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) (Page 144 of 252 Pages) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause the REIT and each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the REIT, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will ----------------------------------- cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower willBorrowers shall, and will shall cause each of its the Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected likely to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP generally accepted accounting principles and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Vitran Corp Inc)
Payment of Obligations. The Borrower will, and will cause each of its Significant Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each of its the Subsidiaries and the other Loan Parties to, pay its their obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (ai)(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, proceedings and (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and GAAP, or (cii) the failure to make payment pending such contest could would not reasonably be expected to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Invitation Homes Inc.)
Payment of Obligations. The Each of Holdings and the Borrower will, and Holdings will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Holdings or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, to pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Payment of Obligations. The Borrower Guarantor will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsfor Taxes, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Guarantor or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Parent Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Dillards Inc)
Payment of Obligations. The Each of Holdings and the Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsliabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Griffon Corp)
Payment of Obligations. The Borrower will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Each of Limited and the ----------------------- Borrower will, and will cause each of its the Restricted Subsidiaries to, pay its material Indebtedness and other material obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) Limited, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, not constituting Indebtedness, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Apollo Group Inc)
Payment of Obligations. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, to pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in defaultdefault beyond the period of grace, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Geo Group Inc)
Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligationsobligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Obligations. The Borrower Guarantor will, and will cause each of its the Material Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Guarantor or such Subsidiary has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, (c) such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation and (cd) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Each of Limited and each ---------------------- Borrower will, and will cause each of its Subsidiaries the Restricted Persons to, pay its material Indebtedness and other material obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Limited, GCHL and GCNA or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower willwill pay, and will cause each of its Significant Subsidiaries toto pay, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Significant Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP GAAP, and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including income tax and other material tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.. Revolving Credit Agreement
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Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries Restricted Subsidiary to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri-ate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including income tax and other material tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Samples: Senior Secured Revolving Credit Agreement (Owl Rock Core Income Corp.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries the Subsidiary Guarantors to, pay its obligations, including tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary Guarantor has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Samples: Senior Secured Term Loan Agreement
Payment of Obligations. The Borrower and the Guarantors will, and will cause each of its Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower Borrower, the Guarantors, or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its Restricted Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could would reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate appropri-ate proceedings, (b) the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could would not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its the Subsidiaries to, pay its obligations, other than Indebtedness but including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect Effect, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Samples: Credit Agreement (Nvidia Corp)
Payment of Obligations. The Borrower will, and will ---------------------- cause each of its Consolidated Subsidiaries to, pay its obligations, including tax liabilities and material contractual obligationsTax liabilities, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Consolidated Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including income tax and other material tax liabilities and material contractual obligations, that, if not paid, could reasonably be expected to result in a Material Adverse Effect before the same shall become delinquent or in default, except where where
(a) the validity or amount thereof is being contested in good faith by appropriate proceedings, ,
(b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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Samples: Senior Secured Revolving Credit Agreement (Sixth Street Specialty Lending, Inc.)
Payment of Obligations. The Borrower will, and will cause each of its Subsidiaries to, pay and discharge at or before maturity, all of its obligations, material obligations and liabilities (including without limitation all tax liabilities and material contractual obligations, that, if not paid, claims that could reasonably be expected to result in a Material Adverse Effect statutory Lien) before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.
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