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

Payment of Taxes and Claims; Tax Consolidation. Energizer 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 Energizer'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.

Payment of Taxes and Claims; Tax Consolidation. Energizer The 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 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 Energizer-------------- 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, 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 Company 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 the Company or any of its Subsidiaries.

Payment of Taxes and Claims; Tax Consolidation. Energizer The Parent ---------------------------------------------- Guarantor shall, and shall pay, ------------------------------------------------- and cause each of its Subsidiaries to payto, pay (ia) all taxes, assessments and other governmental charges or levies imposed upon it or on any of its properties Property or assets or in respect of any of its franchises, business, income income, sales, capital, profit 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)10.3) upon any of Energizerthe Parent Guarantor'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. The Parent Guarantor 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 Parent Guarantor and its Subsidiaries).

Payment of Taxes and Claims; Tax Consolidation. Energizer 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 Energizerthe 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.

Payment of Taxes and Claims; Tax Consolidation. Energizer The Borrower shall ---------------------------------------------- pay, ------------------------------------------------- and cause each of its Subsidiaries to pay, (i) all federal and other 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)) upon any of Energizerthe 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 generally accepted accounting principles as in effect from time to time shall have been made therefor.

Payment of Taxes and Claims; Tax Consolidation. Energizer Each of the ---------------------------------------------- Borrowers 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(C6.3(C)) upon any of Energizer's --------------- the Borrowers' 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.

Payment of Taxes and Claims; Tax Consolidation. Energizer Each Obligor shall pay, ------------------------------------------------- and cause each of its Subsidiaries to pay, : (ia) all taxesTaxes, 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 assets before any penalty or interest accrues thereon, and ; and (iib) all claims (including, without limitation, claims for laborlabour, services, materials and supplies) for sums which have become due and payable and which by law have or may become secured by a Security and/or Lien (other than a Security or Lien permitted by Section 7.3(CClause 22.2 (Liens) or Clause 23.2 (Negative pledge)) upon any of Energizer's its or such --------------- Subsidiary's property or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, provided however, that no such taxesTaxes, -------- ------- assessments and governmental charges referred to in clause paragraph (ia) above or claims ---------- referred to in clause paragraph (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 shall have been made therefor.

Payment of Taxes and Claims; Tax Consolidation. Energizer The Borrower ---------------------------------------------- shall pay, ------------------------------------------------- and 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(C5.3(C)) upon any of Energizer-------------- 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.