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

Payment of Taxes and Claims; Tax. A. Holdings will, and will cause each of its Subsidiaries to, duly and timely file complete and correct material Tax returns and duly and timely, before the same shall become delinquent or in default (after giving effect to all properly obtained extensions thereof), 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, 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; provided that no such Tax, assessment, charge or claim need be paid (or Tax returns filed) if (i) it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (b) in the case of a Tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings operate to stay the sale of any portion of the Collateral to satisfy such charge or claim or (ii) the failure to make such filing or such payment thereof could not reasonably be expected to have a Material Adverse Effect and will not result in a Lien securing such Taxes, assessments and other governmental charges in excess of $990,000.

Payment of Taxes and Claims; Tax. A. Holdings Except as prohibited or excused by the Borrowing Orders, this Agreement, the Bankruptcy Code or an applicable order of the Bankruptcy Court, or by reason of the commencement of the Chapter 11 Cases, Company will, and will cause each of its Subsidiaries to, duly and timely file complete and correct material Tax returns and duly and timely, before the same shall become delinquent or in default (after giving effect to all properly obtained extensions thereof), pay all Taxestaxes, 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 franchisesfranchises before any material penalty accrues thereon, and all claims (including claims for labor, services, materials and supplies) for material 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, assessment, charge or claim need be paid (or Tax returns filed) if (i) it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (ai) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (bii) 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 or (ii) the failure to make such filing or such payment thereof could not reasonably be expected to have a Material Adverse Effect and will not result in a Lien securing such Taxes, assessments and other governmental charges in excess of $990,000claim.

Payment of Taxes and Claims; Tax. A. Holdings Company will, and will cause each of its Subsidiaries to, duly and timely file complete and correct material Tax returns and duly and timely, before the same shall become delinquent or in default (after giving effect to all properly obtained extensions thereof), pay all Taxestaxes, 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 franchisesfranchises 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; provided PROVIDED that no such Taxtax, assessment, charge or claim need be paid (or Tax returns filed) if (ia) it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (ai) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (bii) in the case of a TaxTax or claim, 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 or (iib) the nonpayment thereof was due to an inadvertent mistake or oversight, it is promptly paid upon discovery of such nonpayment, and such failure to make such filing or such payment thereof could not reasonably be expected to have a Material Adverse Effect and will not result in a Lien securing such Taxes, assessments and other governmental charges in excess of $990,000Effect.

Payment of Taxes and Claims; Tax. A. Holdings will, and will cause each of its Subsidiaries to, duly and timely file complete and correct material Tax returns and duly and timely, before the same shall become delinquent or in default (after giving effect to all properly obtained extensions thereof), 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, 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; provided that no such Tax, assessment, charge or claim need be paid (or Tax returns filed) if (i) it is being contested in good faith by appropriate proceedings promptly instituted and diligently conducted, so long as (a) such reserve or other appropriate provision, if any, as shall be required in conformity with GAAP shall have been made therefor and (b) in the case of a Tax, assessment, charge or claim which has or may become a Lien against any of the Collateral, such proceedings operate to stay the sale of any portion of the Collateral to satisfy such charge or claim or (ii) the failure to make such filing or such payment thereof could not reasonably be expected to have a Material Adverse Effect and will not result in a Lien securing such Taxes, assessments and other governmental charges in excess of $990,000900,000.