Common use of Payment of Obligations Clause in Contracts

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the Subsidiaries to, pay its Tax liabilities, 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, (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is not reasonably 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)

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Payment of Obligations. Each of Holdings and the The Administrative Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be 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) Holdings, the Administrative Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the Parent Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Digital Generation Systems Inc), Credit Agreement (Digital Generation Systems Inc)

Payment of Obligations. Each of Holdings and the Such Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax 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 such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Aol Time Warner Inc), Credit Agreement (Aol Time Warner Inc), Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax 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 Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax 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 Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Covered Subsidiaries to, pay its obligations (other than Indebtedness), including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Covered Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP or (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (db) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.), Revolving Credit Agreement (BrightSphere Investment Group Inc.)

Payment of Obligations. Each of Holdings the Company and the Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdingsthe Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Time Warner Inc.), Credit Agreement (Time Warner Inc), Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, 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) Holdings, the Borrower or such applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP or IFRS (as appropriate) and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings the Parent and the Borrower will, and will cause each of the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdingsthe Parent, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the Borrower will, and will cause each of the Material Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, 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) Holdings, 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, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax liabilitiesobligations, 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 the applicable Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Loan Documents (BlackRock TCP Capital Corp.), Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.), Secured Revolving Credit Agreement (BlackRock TCP Capital Corp.)

Payment of Obligations. Each of Holdings and the Such Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, the such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and Other than contractual obligations relating to Indebtedness, the Borrower will, and will cause each of the Subsidiaries Subsidiary to, pay comply with its contractual obligations, including payment of its obligations, including Tax liabilities, before with respect to which the same shall become delinquent or failure of such compliance could result in defaulta Material Adverse Effect, 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 and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment comply pending such contest is could not reasonably likely 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. Each of Intermediate Holdings and the Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 Intermediate Holdings or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends to the enforcement of any Lien securing such obligation and (d) extent that the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the Such Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax 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 such Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Administrative Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 Administrative Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp), Credit Agreement (Parexel International Corp)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of its Subsidiaries and the Subsidiaries other Credit Parties to, pay its obligations, including Tax liabilities, that, if not paid, could 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, Holdings the Borrower or such Subsidiary or Credit Party has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (Florida Gaming Corp)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax liabilitiesobligations, including tax liabilities and material contractual obligations, that, if not paid, 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Guarantee and Security Agreement (Franklin BSP Capital Corp), Senior Secured Credit Agreement (Franklin BSP Lending Corp)

Payment of Obligations. Each of Holdings and the Such Borrower will, and will cause each of the Restricted Subsidiaries to, pay its obligations, including Tax 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 such Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax obligations (other than Indebtedness), including tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Bard C R Inc /Nj/), Credit Agreement (Bard C R Inc /Nj/)

Payment of Obligations. Each of Holdings The Borrower and the Borrower Company will, and will cause each of the their Subsidiaries to, pay its obligations, and liabilities, including Tax liabilities, that, if not paid, could 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) Holdingsthe Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 GAAPGAAP or SAP or both, as the case may be, and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 as required by GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, could 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) Holdings, the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of its Subsidiaries and the Subsidiaries Parent Guarantors to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (dii) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings the Company and the Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdingsthe Company, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely 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. Each of Holdings and the Borrower The Loan Parties will, and will cause each of the Material Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, 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) Holdings, 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, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the its Regulated Subsidiaries to, pay its obliga­tions, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto as necessary in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Central Vermont Public Service Corp), Credit Agreement (Central Vermont Public Service Corp)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Significant Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Joinder Agreement (Newell Rubbermaid Inc)

Payment of Obligations. Each of Holdings Limited and the ----------------------- Borrower will, and will cause each of the Restricted Subsidiaries to, pay its material Indebtedness and other material obligations, including material Tax liabilities, 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) HoldingsLimited, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Global Crossing LTD)

Payment of Obligations. Each of Holdings and the Borrower will, and Holdings will cause each of the its Subsidiaries to, pay its obligations, including Tax 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 Holdings or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Acxiom Holdings, Inc.)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Transmedia Network Inc /De/)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries Restricted Subsidiary to, pay its obligations, including Tax 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) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Carrizo Oil & Gas Inc)

Payment of Obligations. Each of Holdings and the Borrower willThe Borrowers shall, and will shall cause each of the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could reasonably be 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) Holdings, 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) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Vitran Corp Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its Tax obligations, including tax 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 Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Panamsat Corp /New/)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Material Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto to the extent required to do so in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

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Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries Subsidiary to, pay its material obligations (other than with respect to Non-Recourse Indebtedness of Excluded Subsidiaries), including material Tax liabilities, 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 and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Americold Realty Trust)

Payment of Obligations. Each of Holdings Limited and the each ---------------------- Borrower will, and will cause each of the Subsidiaries Restricted Persons to, pay its material Indebtedness and other material obligations, including material Tax liabilities, 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) HoldingsLimited, the Borrower GCHL and GCNA or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Global Crossing LTD)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax obligations (other than Indebtedness), including tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.. Credit Agreement

Appears in 1 contract

Samples: Credit Agreement (Bard C R Inc /Nj/)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries to, pay its obligations, other than Indebtedness but including Tax liabilities, that, if not paid, could 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 and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Assignment and Assumption (Nvidia Corp)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the its Subsidiaries to, pay its Tax obligations, including tax liabilities, that, if not paid, could 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 and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Griffon Corp)

Payment of Obligations. Each of Holdings and the The Borrower will, and will ---------------------- cause each of the its Consolidated Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 Consolidated Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Hearst Argyle Television Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries Restricted Subsidiary to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary Restricted Subsidiary, as applicable, has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse EffectEffect or any Collateral becoming subject to forfeiture or loss as a result of such contest.

Appears in 1 contract

Samples: Credit Agreement (Clayton Williams Energy Inc /De)

Payment of Obligations. Each of Holdings and the The Term Facility Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 Term Facility Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Credit Agreement (PERRIGO Co LTD)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the its Restricted Subsidiaries to, to pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings the Parent and the Borrower will, and will cause each of the their respective Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdingsthe Parent, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Jackson Hewitt Tax Service Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obliga­tions, including Tax 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Warren Resources Inc)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Term Loan Agreement (Aol Time Warner Inc)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the its Restricted Subsidiaries to, to pay its obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower GEO or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Geo Group Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Regulated Subsidiaries to, pay its obliga­tions, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto as necessary in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect. SECTION 5.05.

Appears in 1 contract

Samples: Credit Agreement (Central Vermont Public Service Corp)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Material Subsidiaries to, pay its material obligations, including Tax liabilities, that, if not paid, could 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 Material Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP or SSAP (as applicable) and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Genworth Financial Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Time Warner Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries and the other Loan Parties to, pay its their obligations, including Tax liabilities, that, if not paid, could 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (dii) the failure to make payment pending such contest is would not reasonably likely 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. Each of Holdings and the The Borrower will, and will cause each of the Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, 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, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (NortonLifeLock Inc.)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 GAAPGAAP (or, after the Alcatel Merger, IFRS) and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Lucent Technologies Inc

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the Significant Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could 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 Significant Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, to the extent required by GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (CMP Group Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its Tax liabilitiestheir 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Senior Secured (Lafayette Square USA, Inc.)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations (other than those under the Senior Credit Agreement), including Tax liabilities, that, if not paid, could 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 and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (Symmetry Medical Inc.)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Subsidiaries to, pay its obligations, including Tax 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 has set aside on its books adequate reserves with respect thereto to the extent required in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is could not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Bea Systems Inc)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Restricted Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, the Borrower or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Liberty Media Corp)

Payment of Obligations. Each of Holdings and the The Borrower will, and will cause each of the its Significant Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Bridge Loan Agreement (Newell Brands Inc)

Payment of Obligations. Each of Holdings and the Borrower will, and will cause each of the Material Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, 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) Holdings, 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, GAAP and (c) such contest effectively suspends the enforcement of any Lien securing such obligation and (d) the failure to make payment pending such contest is would not reasonably likely be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Sherwin Williams Co)

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