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 material taxes and all 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Material Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty or interest accrues thereon, and 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 upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. . The Company will not, nor will it permit any of its Subsidiaries Material Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries)or a Subsidiary of the Company.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company willPay all taxes, and will cause each of its Subsidiaries to, pay all material taxes and all assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property, non-payment of which would cause a Material Adverse Effect, 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 material Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. Company will not, . Neither the Borrower nor will it permit any of its Subsidiaries to, will file or consent to the filing of any consolidated income tax return with any Person (other than Company and the Borrower or its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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, 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if conducted, so long as such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Subsidiaries to, pay all material taxes and all Taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and 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 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 that no such charge or claim need be paid if it the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The 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 the Company and or any of its SubsidiariesSubsidiaries so long as the filing of such consolidated income tax return is permitted by applicable law).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and 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 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 it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its SubsidiariesSubsidiaries or such other Person as may be reasonably acceptable to Requisite Lenders).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Material Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty or interest accrues thereon, and 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 upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. . The Company will not, nor will it permit any of its Subsidiaries Material Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiariesor a Subsidiary of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all 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; provided that no such -------- charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and its Subsidiaries)a Subsidiary consolidated with the Company.

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Material Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty or interest accrues thereon, and 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 upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no -------- such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. . The Company will not, nor will it permit any of its Subsidiaries Material Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiariesor a Subsidiary of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated consolidated, combined or other similar income tax return with any Person (other than Company and its SubsidiariesSubsidiaries of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 with Holdings, Company and its Subsidiariesor Subsidiaries of Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company willPrepare and file all returns or reports relating to taxes, and will cause each of its Subsidiaries to, pay all material taxes and all assessments and other governmental charges and pay all taxes related thereto imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property, before any penalty or interest accrues thereon, and all claims material to the Company and its Subsidiaries, taken as a whole (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 lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; , provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve accrual or other appropriate provision, if any, as shall be required in conformity with by GAAP shall have been made therefor. B. . The Company will not, nor will it permit any of its Subsidiaries to, not file or consent to or permit the filing of or be a party to any consolidated income tax return on behalf of itself or any of its Subsidiaries with any Person (other than a consolidated return of the Company and its Subsidiariesown Subsidiaries or WEC and EPC if necessary). The provisions of this Section 3.7(g) are subject to the provisions of the Merger Agreement.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided PROVIDED that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company Borrower will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. Company 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 and Borrower or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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 which, if unpaid, would reasonably be expected to become a Lien (other than a Permitted Lien) upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated consolidated, combined or other similar income tax return with any Person (other than the Company and its SubsidiariesSubsidiaries of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and its Subsidiaries)Person.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 Holdings and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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 which, if unpaid, would reasonably be expected to become a Lien (other than a Permitted Lien) upon any of its properties or assets; provided, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated consolidated, combined or other similar income tax return with any Person (other than the Company and its SubsidiariesSubsidiaries of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim -------- need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company 1. Borrower will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. Company 2. 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 and Borrower or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Parent and the Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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 which, if unpaid, might become a Lien (other than a Permitted Encumbrance) upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such tax, charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The Parent and the Company will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated consolidated, combined or other similar income tax return with any Person (other than the Parent, the Company and its SubsidiariesSubsidiaries of the Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. 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 and its Subsidiariesor any Subsidiary of Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that PROVIDED THAT no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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 penalty, fine 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 become a Lien upon any of its properties or assets, prior to the time when any penalty fine or fine interest shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, with respect to any liability for taxes, as shall be required in conformity with GAAP shall have been made therefortherefor in the financial statements of the Company. B. 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 any Subsidiary of Company and its Subsidiariesor Company).

Payment of Taxes and Claims; Tax Consolidation. A. Company Holdings will, and will cause each of its Subsidiaries to, pay all material taxes and 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 material penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.. 101 B. Company Holdings will not, nor not 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Material Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any penalty or interest accrues thereon, and all claims (including, without limitation, including 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 upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided that no such charge or claim need be paid if it is being contested -------- in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. . The Company will not, nor will it permit any of its Subsidiaries Material Subsidiary to, file or consent to the filing of any consolidated income tax return with any Person (other than the Company and its Subsidiaries)or a Subsidiary of the Company.

Payment of Taxes and Claims; Tax Consolidation. A. Company Holdings will, and will cause each of its Subsidiaries to, pay all material taxes and 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 material penalty or fine shall be incurred with respect thereto; provided that no such charge or -------- claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. Company Holdings will not, nor not 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and 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; provided that no -------- such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and its Subsidiaries)a Subsidiary consolidated with the Company.

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its Subsidiaries the Guarantors to, pay all material taxes and all Taxes, assessments and other governmental charges imposed upon it or any of its material properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material penalty accrues thereon, and 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 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 that no such charge or claim need be paid if it the -------- validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings timely instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. B. The 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 the Company and or any of its SubsidiariesSubsidiaries so long as the filing of such consolidated income tax return is permitted by applicable law).

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomefranchises, businesses business, income or franchises property before any material 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 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 it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. 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 and or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. A. Each of Holdings and Company will, and will cause each of its Subsidiaries to, pay all material taxes and all taxes, assessments and other governmental charges imposed upon it or any of its material 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 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; provided that no such charge or claim need be paid if it is being contested in good faith by appropriate proceedings timely promptly instituted and diligently conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor. . 118 126 B. Each of Holdings and 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 Holdings so long as the filing of such consolidated income tax return is required by applicable law and other than Company and or any of its Subsidiaries).