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

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 5 contracts

Samples: Credit Agreement (Landcare Usa Inc), Credit Agreement (Metals Usa Inc), Credit Agreement (Landcare Usa Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(CSection 5.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 4 contracts

Samples: Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc), Credit Agreement (Sonic Automotive Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Company shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's Company’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being (x) being, or will promptly be, contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time shall have been made therefor. The Borrower will not, nor will it permit any or (y) the nonpayment of its Subsidiaries toall such taxes, file or consent assessments and other governmental charges would not reasonably be expected to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerhave a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.), Credit Agreement (Woodward, Inc.)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's ’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if (x) being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles generally accepted accounting principles as in effect from time to time shall have been made therefor. The Borrower will not, nor will it permit any or (y) the nonpayment of its Subsidiaries toall such taxes, file or consent assessments and other governmental charges would not reasonably be expected to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerhave a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Quixote Corp), Credit Agreement (Woodward Governor Co), Credit Agreement (Quixote Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Brightpoint shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(CSection 6.3(C)) upon any of the BorrowerBrightpoint's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower Brightpoint will not, nor will it not permit any of its Subsidiaries to, to file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return Brightpoint or any of the Borrowerits Subsidiaries.

Appears in 2 contracts

Samples: Credit Agreement (Brightpoint Inc), Multicurrency Credit Agreement (Brightpoint Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 2 contracts

Samples: Credit Agreement (Huttig Building Products Inc), Credit Agreement (Spartan Stores Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than as contemplated by the consolidated return of the BorrowerTax Allocation Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Printpack Inc), Credit Agreement (Printpack Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, pay and the Borrower shall cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(CSection 6.3(C)) upon any of the Borrower's or such Restricted Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the BorrowerHoldings.

Appears in 2 contracts

Samples: Credit Agreement (Gfsi Inc), Credit Agreement (Gfsi Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)Section 6.3(C) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the BorrowerHoldings.

Appears in 1 contract

Samples: Credit Agreement (SCP Pool Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Issuer shall pay, and cause each of its Subsidiaries to pay, (ia) 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 franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) 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 Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the BorrowerIssuer's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower Issuer 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 other Person (other than with the consolidated return Issuer, Opco or any of the Borrowertheir respective Subsidiaries).

Appears in 1 contract

Samples: Pik Dividend Note Agreement (Kaynar Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (ia) 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 franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) 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 Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the Borrower's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. 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 other Person (other than with the consolidated return Parent, the Borrower or any of the Borrowertheir respective Subsidiaries).

Appears in 1 contract

Samples: Credit Agreement (Kaynar Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Precept Business Services Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have 397909 Execution Copy 56 been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Metals Usa Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(CSection 5.3(C)) upon any of the Borrower's ’s or such Subsidiary's ’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Sonic Automotive Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and shall cause each of its Subsidiaries AMC and each other member of the Borrower Corporate Group to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)6.3(C) upon any of the Borrower's or such Subsidiary's property or assetsCollateral, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it not permit any member of its Subsidiaries the Borrower Corporate Group to, file or consent to the filing of any consolidated income tax return with any other Person other than the AMC and its consolidated return of the BorrowerSubsidiaries.

Appears in 1 contract

Samples: Credit Agreement (American Medserve Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payA. Holdings will, and will cause each of its Subsidiaries to payto, (i) pay all taxes, assessments and other governmental charges (not constituting prepetition claims) imposed upon it or on any of its properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, including 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, provided that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above charge or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) claim need be paid if it is being contested in good faith by appropriate proceedings diligently promptly instituted and conducted and if diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower therefor and (ii) in the case of a 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. Holdings 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 other Person (other than the consolidated return Holdings or any of the Borrowerits Subsidiaries).

Appears in 1 contract

Samples: Credit and Guaranty Agreement (Prime Succession Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Borrowers shall pay, and cause each of its their Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it them or on any of its their properties or assets or in respect of any of its their franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such any Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (American Architectural Products Corp)

Payment of Taxes and Claims; Tax Consolidation. The RHI and the Borrower shall payshall, and shall cause each of its their respective Subsidiaries to payto, pay (ia) 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 franchises, business, income or property Property before any penalty or interest accrues thereon, and (iib) all claims 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 Lien (other than a Lien permitted by SECTION 7.3(C)Section 10.03) upon any Property or assets of RHI, the Borrower's Borrower or any such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ia) above or claims Claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Neither RHI nor the Borrower will notwill, nor will it either permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person (other than the consolidated return of the BorrowerTFC and its Subsidiaries).

Appears in 1 contract

Samples: Credit Agreement (Rhi Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payshall, and shall cause each of its Subsidiaries to payother Loan Party to, pay (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C6.3(C)) upon any of the Borrower's or such Subsidiary's property or assetsCollateral, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above 77 (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will shall not, nor will it and shall not permit any of its Subsidiaries Loan Party to, file or consent to the filing of any consolidated income tax return with any other Person other than the Borrower and its consolidated return of the BorrowerSubsidiaries.

Appears in 1 contract

Samples: Credit Agreement (American Medserve Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)Section 6.3(C) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such a reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than Holdings and the consolidated return of the BorrowerFinance Subsidiary.

Appears in 1 contract

Samples: Credit Agreement (SCP Pool Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Ifr Systems Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Company shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all material claims (including, without limitation, claims for labor, services, materials and supplies, but excluding claims in connection with the Disclosed Disputes which shall be governed by the terms of the Disclosure Letter) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION Section 7.3(C)) upon any of the BorrowerCompany's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Note Purchase Agreement (Binks Sames Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Short Term Credit Agreement (Ball Corp)

Payment of Taxes and Claims; Tax Consolidation. A. The Borrower shall paywill, and will cause each of its Subsidiaries to payto, (i) pay all taxesmaterial Taxes, assessments and other governmental charges imposed upon it or on any of its Subsidiaries or any of its or their material properties or assets or in respect of any of its or their franchises, business, income or property before any material penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's its or such Subsidiary's property their properties or assets, assets prior to the time when any material penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, provided that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above charge or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) -------- claim need be paid if the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will, promptly upon any of its officers obtaining knowledge that a charge or claim described in the previous sentence has not been paid, other than as permitted by the proviso in the previous sentence, deliver notice to the Agent (which will provide a copy of such notice to each Lender) of such failure to pay. B. 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 Tax Return with any other Person (other than Glass Holdings or the Borrower or any of its Subsidiaries so long as the filing of such consolidated return of the Borrower.income Tax Return is permitted by applicable law)

Appears in 1 contract

Samples: Senior Subordinated Credit Agreement (BGF Industries Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C7.3(c)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Metals Usa Inc)

Payment of Taxes and Claims; Tax Consolidation. The (a) Borrower shall paywill, and will cause each of its Subsidiaries to payto, pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchisesincome, business, income businesses or property franchises before any penalty or interest accrues thereon, and (iib) 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 become or may could reasonably be expected to become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property its properties or assets, prior to the time when any penalty or fine shall be incurred with respect theretothereto and (c) all Indebtedness and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness; PROVIDED, HOWEVER, provided that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above charge or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) claim need be paid if being contested in good faith by appropriate proceedings diligently promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The . (b) 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 other Person (other than the consolidated return Borrower or any of the Borrowerits Subsidiaries).

Appears in 1 contract

Samples: Credit Agreement (Oakley Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all material claims (including, without limitation, claims for labor, services, materials and supplies, but excluding claims in connection with the Disclosed Disputes which shall be governed by the terms of the Disclosure Letter) for sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Binks Sames Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Company shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for material sums which have become due and payable and which by law have or may become a Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the BorrowerCompany's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: 364 Day Credit Agreement (Lanier Worldwide Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (ia) 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 franchises, business, income or property Property before any penalty penalty, addition to tax or interest accrues thereon, and (iib) 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 Lien (other than a Lien permitted by SECTION 7.3(C)8.03) upon any of the Borrower's or such Subsidiary's property Property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ia) above or claims referred to in CLAUSE (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. 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 other Person (other than the consolidated return of with the Borrower, Opco or any of their respective Subsidiaries).

Appears in 1 contract

Samples: Term Loan Agreement (Kaynar Holdings Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. , 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Transportation Components Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Subsidiaries to pay, (i) all material taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums which have become due and 76 payable and which by law have or may become a material Lien (other than a Lien permitted by SECTION 7.3(C)) upon any of the Borrower's or such Subsidiary's property or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (Ii) above or claims referred to in CLAUSE (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. 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 other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Long Term Credit Agreement (Ball Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall payshall, and shall cause each of its Material Subsidiaries to payto, pay (ia) 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 franchises, business, income or property Property before any penalty or interest accrues thereon, and (iib) all claims Claims (includinginclud-ing, 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 Lien (other than a Lien permitted by SECTION 7.3(C)Section 10.03) upon any Property or assets of the Borrower's Borrower or any such Subsidiary's property or assetsSubsidi-ary, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments assess-ments and governmental charges referred to in CLAUSE clause (Ia) above or claims Claims referred to in CLAUSE clause (IIb) above (and interest, penalties or fines relating thereto) need be paid if being contested con-tested in good faith by appropriate proceedings pro-ceed- ings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. The Borrower will not, nor and will it not permit any of its Material Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrowerits Subsidiaries-.

Appears in 1 contract

Samples: Credit Agreement (Fairchild Corp)

Payment of Taxes and Claims; Tax Consolidation. The Borrower shall pay, and cause each of its Lithia Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien lien (other than a Lien lien permitted by SECTION 7.3(C5.3(C)) upon any of the Borrower's or such Lithia Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, HOWEVER, that no such taxes, assessments and governmental charges referred to in CLAUSE (I) above or claims referred to in CLAUSE (II) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower will not, nor will it permit any of its the Lithia Subsidiaries to, file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return of the Borrower.

Appears in 1 contract

Samples: Credit Agreement (Lithia Motors Inc)

Payment of Taxes and Claims; Tax Consolidation. The Borrower Holdings shall pay, and cause each of its Subsidiaries to pay, (i) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets or in respect of any of its franchises, business, income or property before any penalty or interest accrues thereon, and (ii) 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 Lien (other than a Lien permitted by SECTION 7.3(CSection 6.3(C)) upon any of the Borrower's Holdings' or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDEDprovided, HOWEVERhowever, that no such taxes, assessments and governmental charges referred to in CLAUSE clause (Ii) above or claims referred to in CLAUSE clause (IIii) above (and interest, penalties or fines relating thereto) need be paid if being contested in good faith by appropriate proceedings diligently instituted and conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles shall have been made therefor. The Borrower Holdings will not, nor will it not permit any of its Subsidiaries to, to file or consent to the filing of any consolidated income tax return with any other Person other than the consolidated return Holdings or any of the Borrowerits Subsidiaries.

Appears in 1 contract

Samples: Credit Agreement (Aas Capital Corp)