Common use of Payment of Taxes and Claims; Tax Consolidation Clause in Contracts

Payment of Taxes and Claims; Tax Consolidation. (a) Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or property before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128

Payment of Taxes and Claims; Tax Consolidation. (a) Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or property before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) Company and each Borrower willshall, and will shall cause each of its Material Significant Subsidiaries to, pay all material Taxestaxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchisesincome, businessbusinesses, income or property franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials materials, and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that PROVIDED THAT no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) Company Each of the Company, Publishing and each Borrower the Guarantor will, and will cause each of its Material their respective Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or property before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien upon any of its properties or assets, assets prior to the time when any material penalty or fine shall be incurred with respect thereto; provided , the nonpayment of which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Guarantor and its Subsidiaries, taken as a whole, provided, however, that no such charge or claim need be paid if the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) A. Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or property before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) A. Parent and Company and each Borrower will, and will cause each of its Material Company's Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any material penalty accrues thereon, and all material claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such tax, assessment, penalty, other charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted in a timely manner, and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) 1. Each of Holdings and Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) Company and A. Except as allowed by this Agreement or excused by the Bankruptcy Code or an applicable order of the Court, each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided PROVIDED that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) A. Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or property before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and payable and which by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) Company and each Borrower willshall, and will shall cause each of its Material Significant Subsidiaries to, pay all material Taxes, assessments assessments, and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchisesincome, businessbusinesses, income or property franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials materials, and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that PROVIDED THAT no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.

Payment of Taxes and Claims; Tax Consolidation. (a) A. Each of Holdings and Company and each Borrower will, and will cause each of its Material Subsidiaries to, pay all material Taxestaxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which that have become due and payable and which that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if being contested in good faith by appropriate proceedings promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP (or its equivalent in the relevant jurisdiction of the taxing authority with respect thereto) shall have been made therefor, or to the extent that failure to pay such obligations would not reasonably be expected to have a Material Adverse Effect. 128.