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

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interest).

Payment of Taxes and Claims; Tax Consolidation. A. SGC and Company will, ---------------------------------------------- and will cause each of its their respective Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim -------- need be paid if it is being contested in good faith by appropriate proceedings promptly timely instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor therefor. SGC and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it they permit any of its their respective Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than SGC, Company or any of its Subsidiaries or any Joint Ventures in which Company or any their respective Subsidiaries). To the extent that the terms and provisions of its Subsidiaries has an interest)the Deeds of Trust regarding payment of taxes and assessments on the Premises and Improvements conflicts with the terms and provisions of this Agreement, the terms and provisions of the Deeds of Trust shall govern.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxestaxes that could reasonably be expected to have a Material Adverse Effect on Company or its Subsidiaries if not paid, assessments and other governmental charges charges, imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereonfranchises, and all claims (including, including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided PROVIDED that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii2) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse EffectEffect on Company; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and 94 102 supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is (i) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and or (ii) failure to pay, individually or in the case of aggregate for all such failures, could not reasonably be expected to result in a taxMaterial Adverse Effect. Notwithstanding anything to the contrary contained in the foregoing sentence, assessment, charge or claim which has or may become a Lien against any within 30 days of the CollateralClosing Date, such proceedings conclusively operate to stay the sale of Company will pay in full any portion of the Collateral to satisfy such charge or claimdelinquent franchise taxes. B. The Company will not, nor and will it not permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or 105 in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse EffectEffect with respect to Company; provided that no such tax, assessment, charge or claim need be paid if it is being contested in -------- good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company willshall, and will shall cause each of its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its properties Property or assets or in respect of any of its incomefranchises, businesses business, income or franchises Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (b) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties the Company's or assetssuch Subsidiary's Property, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, except where the failure to pay however, that no such taxes, assessments and governmental charges would not be likely referred to result in a Material Adverse Effect; provided that no such tax, assessment, charge clause (a) above or claim need claims referred to in clause (b) above are required to be paid if it is being contested in good faith by the Company or such Subsidiary, as the case may be, by appropriate proceedings promptly diligently instituted and diligently conducted, so long as (i) conducted and without danger of any material risk to the Collateral and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP -105- 107 shall have been made therefor and (ii) therefor; provided, further, however, to the extent there exists any unpaid taxes resulting from the failure to file the tax returns referred to in Schedule 6.01-K, the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral Company shall use its best efforts to satisfy such charge or claim. B. tax obligations as soon as practicable after the Effective Date. The Company will not, nor will it shall not and shall not permit any Subsidiary of its Subsidiaries the Company to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company or any of and its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company willThe Borrower shall, and will shall cause each of its Subsidiaries to, pay (a) all taxes, assessments and other governmental charges imposed upon it or on any of its properties property or assets or in respect of any of its incomefranchises, businesses business, income or franchises property by any U.S. federal, state, or local Governmental Authority, which singly or collectively are in a material amount, before any penalty or interest accrues thereon, and (b) all claims material Claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 9.03) upon any of its properties the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred assessed with respect thereto; provided, except where the however, that failure to pay any such taxes, assessments and governmental charges would referred to in clause (a) above or Claims referred to in clause (b) above shall not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge Potential Event of Default or claim need be paid Event of Default if it is being contested in good faith by appropriate proceedings promptly diligently instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and further provided that upon the payment of such taxes, assessments and governmental charges referred to in clause (iia) above and all penalties and interest associated therewith, the amount of such taxes, assessments and governmental charges shall not be included in the case of a tax, assessment, charge or claim which has or may become a Lien against any determination of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Company aforesaid materiality threshold. The Borrower will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than Company or any of the Borrower and its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interestSubsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its the Subsidiaries to, pay and cause to be paid all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomethe franchises, businesses business, income or franchises profits of the Company before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may might become a Lien upon any of its the properties or assetsassets of the Company, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that (a) no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted initiated and diligently conducted, so long such bonds or escrows are in place as (i) registered holders of the Notes at the time shall request, or if such reserve reserves or other appropriate provision, if any, as shall be required in conformity with by GAAP shall have been made therefor and or (iib) in the case of all properties (other than the Mortgaged Properties), the Company shall not be deemed to have breached this Section 10.14 where the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim. B. Material Adverse Effect. The Company will not, nor will it permit any of its Subsidiaries to, not file or consent to permit the filing of any consolidated income tax return with any Person (other than Company or any of its Subsidiaries or any Joint Ventures in which Company or any of its Subsidiaries has an interesta Subsidiary).