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

Payment of Taxes and Claims; Tax Consolidation. Company will, and will cause each of its Subsidiaries to, pay all material 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 material 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; PROVIDED that no such 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 such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

Appears in 5 contracts

Samples: Increased Commitments Agreement (Decrane Holdings Co), Credit Agreement (Decrane Holdings Co), Credit Agreement (Decrane Holdings Co)

AutoNDA by SimpleDocs

Payment of Taxes and Claims; Tax Consolidation. Company will, and will cause each of its Subsidiaries to, pay all material 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 lawful material claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have become or may could reasonably be expected to become a material Lien upon any of its the properties or assets, prior to the time when assets of Company or any penalty or fine shall be incurred with respect theretoof its Subsidiaries; PROVIDED that no such charge or claim need be paid if it is being contested in good faith and by appropriate proceedings promptly instituted and diligently conductedproper proceedings, so long as it has maintained adequate reserves (in the good faith judgment of Company or such reserve or other appropriate provision, if any, as shall be required Subsidiary) with respect thereto in conformity accordance with GAAP shall have been made thereforGAAP.

Appears in 3 contracts

Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Amphenol Corp /De/), Credit Agreement (Alliance Imaging Inc /De/)

Payment of Taxes and Claims; Tax Consolidation. Company Borrower will, and will cause each of its their respective Subsidiaries to, pay (a) all material taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in with respect of to any of its incomefranchises, businesses business, income or franchises property before any penalty accrues thereon, thereon and (b) all material 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 assets before any penalty or fine shall be is incurred with respect thereto; PROVIDED provided, that no such tax 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 conducted and if Borrower or such Subsidiary has established such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made thereforGAAP.

Appears in 2 contracts

Samples: Credit Agreement (Lynch Corp), Credit Agreement (Spinnaker Industries Inc)

Payment of Taxes and Claims; Tax Consolidation. Company will, and will cause each of its Subsidiaries to, pay all material 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 material 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; PROVIDED provided that no such 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 such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

Appears in 2 contracts

Samples: Credit Agreement (Decrane Aircraft Holdings Inc), Credit Agreement (Decrane Holdings Co)

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, 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 material claims (including 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 provided that no such 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 conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Dominicks Supermarkets Inc)

AutoNDA by SimpleDocs

Payment of Taxes and Claims; Tax Consolidation. Company will, and will cause each of its Subsidiaries to, pay all material 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 material claims (including 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 promptly instituted and diligently conducted, so long as conducted and if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

Appears in 1 contract

Samples: Credit Agreement (Bank Jos a Clothiers Inc /De/)

Payment of Taxes and Claims; Tax Consolidation. The Company will, and will cause each of its Subsidiaries to, pay all material taxesTaxes, 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 material claims (including 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 , provided, however, 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 promptly instituted and diligently conducted, so long as if such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor.

Appears in 1 contract

Samples: Senior Bridge Loan Credit Agreement (Equinix Inc)

Payment of Taxes and Claims; Tax Consolidation. A. Company will, and will cause each of its Subsidiaries to, pay all material 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 material claims (including 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 provided that no such 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 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.

Appears in 1 contract

Samples: Credit Agreement (Atlas Air Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!