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

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its the Subsidiaries to, pay and cause to be paid all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its incomethe franchises, businesses business, income or franchises profits of the Company before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may might become a Lien upon any of its the properties or assetsassets of the Company, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that (a) no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted initiated and diligently conducted, so long such bonds or escrows are in place as (i) registered holders of the Notes at the time shall request, or if such reserve reserves or other appropriate provision, if any, as shall be required in conformity with by GAAP shall have been made therefor and or (iib) in the case of all properties (other than the Mortgaged Properties), the Company shall not be deemed to have breached this Section 10.14 where the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a tax, assessment, charge Material Adverse Effect. The Company will not file or claim which has or may become a Lien against any of permit the Collateral, such proceedings conclusively operate to stay the sale filing of any portion of the Collateral to satisfy such charge or claimconsolidated income tax return with any Person (other than a Subsidiary).

Payment of Taxes and Claims; Tax Consolidation. A. The Company willshall pay, and will cause each of its Subsidiaries toto pay, 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 incomefranchises, businesses business, income or franchises property before any penalty accrues thereon, and (ii) all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of its properties the Company’s or such Subsidiary’s property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, except where the failure to pay however, that no such taxes, assessments and governmental charges would not be likely referred to result in a Material Adverse Effect; provided that no such taxclause (i) above or claims referred to in clause (ii) above (and interest, assessment, charge penalties or claim fines relating thereto) need be paid if it is being (x) being, or will promptly be, contested in good faith by appropriate proceedings promptly diligently instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP generally accepted accounting principles as in effect from time to time shall have been made therefor 76 therefor, or (y) the nonpayment of all such taxes, assessments and (ii) in the case of other governmental charges would not reasonably be expected to have a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimMaterial Adverse Effect.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or 105 in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse EffectEffect with respect to Company; provided that no such tax, assessment, charge or claim need be paid if it is being contested in -------- good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. Company Except as excused by the Bankruptcy Code or by an applicable order of the Court, each Loan Party will, and will cause each of its Subsidiaries to, pay or cause to be paid all taxes, assessments and other governmental charges that constitute administrative expenses in the Chapter 11 Cases 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, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that so long as no property or assets (other than money for such charge or claim and the interest or penalty accruing thereon) of Holdings or Borrower or any of their respective Subsidiaries is in danger of being lost or forfeited as a result thereof, no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate appropri- ate proceedings promptly instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse EffectEffect on Company; provided that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. The Company will, and will cause each of its the Subsidiaries to, pay and cause to be paid all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets Properties or in respect of any of its incomethe franchises, businesses business, income or franchises profits of the Company before any penalty or interest accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may might become a Lien upon any of its properties or assetsthe Properties of the Company, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that (a) no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted initiated and diligently conducted, so long such bonds or escrows are in place as (i) Holders at the time shall request, or if such reserve reserves or other appropriate provision, if any, as shall be required in conformity with by GAAP shall have been made therefor and or (iib) in the case of all Properties (other than the Mortgaged Properties), the Company shall not be deemed to have breached this Section 10.14 where the failure to pay such taxes, assessments, or other governmental charges could not reasonably be expected to result in a tax, assessment, charge Material Adverse Effect. The Company will not file or claim which has or may become a Lien against any of permit the Collateral, such proceedings conclusively operate to stay the sale filing of any portion of the Collateral to satisfy such charge or claimconsolidated income tax return with any Person (other than a Subsidiary).

Payment of Taxes and Claims; Tax Consolidation. A. The Company willshall pay, and will cause each of its Subsidiaries toto pay, 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 incomefranchises, businesses business, income or franchises 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 that which have become due and payable and that which by law have or may become a Lien (other than a Lien permitted by Section 7.3(C)) upon any of its properties the Company's or such Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; PROVIDED, except where the failure to pay HOWEVER, that no such taxes, assessments and governmental charges would not be likely referred to result in a Material Adverse Effect; provided that no such taxclause (i) above or claims referred to in clause (ii) above (and interest, assessment, charge penalties or claim fines relating thereto) need be paid if it is being contested in good faith by appropriate proceedings promptly diligently instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claimtherefor.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereon, except for taxes, assessments and other governmental charges, if any, relating to or resulting from the Section 338(h)(10) Election (as defined in the Recapitalization Agreement) or the transactions described in the Recapitalization Agreement which taxes, assessments and other governmental charges, if any, shall be paid promptly after a final determination by a Governmental Authority that such amounts are owing, and all claims (including, including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a material Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, -------- charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii2) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any material penalty accrues thereon, and all claims (including, without limitation, claims for labor, services, materials and 94 102 supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any material penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or claim need be paid if it is (i) being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and or (ii) failure to pay, individually or in the case of aggregate for all such failures, could not reasonably be expected to result in a taxMaterial Adverse Effect. Notwithstanding anything to the contrary contained in the foregoing sentence, assessment, charge or claim which has or may become a Lien against any within 30 days of the CollateralClosing Date, such proceedings conclusively operate to stay the sale of Company will pay in full any portion of the Collateral to satisfy such charge or claimdelinquent franchise taxes.

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all taxestaxes that could reasonably be expected to have a Material Adverse Effect on Company or its Subsidiaries if not paid, assessments and other governmental charges charges, imposed upon it or any of its properties or assets or in respect of any of its income, businesses or franchises before any penalty accrues thereonfranchises, and all claims (including, including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided PROVIDED that no such tax, assessment, charge or claim need be paid if it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i1) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii2) in the case of a tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such contest proceedings conclusively operate to stay the sale of any portion of the Collateral to satisfy such charge or claim.

Payment of Taxes and Claims; Tax Consolidation. A. Company The Borrower will, and will cause each of its Subsidiaries to, pay all taxesmaterial Taxes, assessments and other governmental charges imposed upon it or any of its Subsidiaries or any of its or their material properties or assets or in respect of any of its incomeor their franchises, 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 or their properties or assets, assets prior to the time when any material penalty or fine shall be incurred with respect thereto, except where the failure to pay such taxes, assessments and governmental charges would not be likely to result in a Material Adverse Effect; provided that no such tax, assessment, charge or -------- claim need be paid if it the validity or amount of such charge or claim is being diligently contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (i) if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (ii) in the case therefor. The Borrower will, promptly upon any of its officers obtaining knowledge that a tax, assessment, 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 has or may become will provide a Lien against any copy of the Collateral, such proceedings conclusively operate notice to stay the sale each Lender) of any portion of the Collateral such failure to satisfy such charge or claimpay.