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

Payment of Taxes and Claims; Tax Consolidation. 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 6.3(C)) upon any of Brightpoint'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. Brightpoint will not permit any of its Subsidiaries to file or consent to the filing of any consolidated income tax return with any Person other than Brightpoint or any of its Subsidiaries.

Payment of Taxes and Claims; Tax Consolidation. Brightpoint shall payThe Borrowers shall, and shall cause each of its their Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it them or on any of its properties their Property or assets or in respect of any of its their 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 6.3(C)10.03) upon any of Brightpointsuch Person'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 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. Brightpoint The Borrowers will not not, nor will they permit any of its their Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (other than Brightpoint or any of the U.S. Borrower and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint 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 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 6.3(C)9.03) upon any of Brightpointthe 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. Brightpoint The Borrower will not not, nor will it permit any of its Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (except as required by law and other than Brightpoint the Borrower or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint Each Borrower shall pay, and cause each of its their respective 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 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 6.3(C)9.03) upon any of Brightpointsuch 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. Brightpoint No Borrower will, nor will not either Borrower permit any of its Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (except as required by law and other than Brightpoint the other Borrowers or any of its Borrowers' Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint shall payEach Borrower shall, and shall cause each of its 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 6.3(C)10.03) upon any of Brightpointsuch 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, -110- 120 however, that no such taxes, assessments and governmental charges referred to in clause (ia) above or claims 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. Brightpoint Neither Borrower will, nor will not it permit any of its Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (other than Brightpoint or any of its Subsidiariesthe Borrowers and their Subsidiaries and their Affiliate, The Fairxxxxx Xxxporation).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint The Borrower and each Parent shall pay, and cause each of its Subsidiaries to pay, 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 6.3(C)SECTION 8.03) upon any of Brightpointthe Borrower's or such Subsidiaryany Parent's property 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 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. Brightpoint Neither Borrower nor Parent will not permit any of its Subsidiaries to file or consent to the filing of any consolidated income tax return with any Person (other than Brightpoint with KHI, KTI, the Parents, the Borrower or any of its their respective Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint 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 or interest accrues thereon, 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 6.3(C)9.03) upon any of Brightpointthe 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. Brightpoint The Borrower will not not, nor will it permit any of its Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (except as required by law and other than Brightpoint the Borrower or any of its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint shall paySuch Borrower shall, and shall cause each of its Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges imposed upon it or on any of its properties or assets Property or in respect of any of its franchises, business, income or property Property before any penalty or interest for late payment (except as such penalty or interest relates to underpayment of estimated tax payments) accrues thereon, and (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 or may become a Lien (other than a Lien permitted by Section 6.3(C)9.03) upon any of Brightpointsuch Borrower's or such Subsidiary's property or assetsProperty, 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 are required to be paid if being contested in good faith by such Borrower or such Subsidiary, as the case may be, by appropriate proceedings diligently instituted conducted in good faith and conducted without danger of any material risk to the Collateral, and if such reserve reserves or other appropriate provision, if any, as shall be required in conformity with Agreement Accounting Principles GAAP shall have been made therefor. Brightpoint will Such Borrower shall not permit any of its Subsidiaries to file or consent to the filing of any consolidated income tax return with any Person (other than Brightpoint or any of the Company and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint shall payRHI and the Borrower shall, 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 6.3(C)10.03) upon any Property or assets of Brightpoint's RHI, the Borrower or any 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 (ia) above or claims 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. Brightpoint Neither RHI nor the Borrower will, nor will not either permit any of its Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person (other than Brightpoint or any of TFC and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Brightpoint shall payEach Borrower shall, 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 (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 6.3(C)10.03) upon any Property or assets of Brightpoint's any Borrower or any 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 (ia) above or claims 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. Brightpoint No Borrower will, and none of them will not permit any of its Material Subsidiaries to to, file or consent to the filing of any consolidated income tax return with any Person other than Brightpoint or any of another Borrower and its Subsidiaries.