Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Obligors will, and will cause each of their Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor or any Subsidiary, provided that no Obligor nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge when due all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and of such returns or nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need file any such return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and failure to file such returns or the nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiaryRestricted Subsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiarySubsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor nor none of the Company or any Restricted Subsidiary need pay any such tax tax, assessment, charge or assessment or claims levy if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges and claims levies in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Subsidiary Guarantor to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiarySubsidiary Guarantor, provided that no Obligor neither the Company nor any Subsidiary Guarantor need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary Guarantor on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary Guarantor has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary Guarantor or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause the Trust and each of their Subsidiaries other Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Trust or any Restricted Subsidiary, ; provided that no Obligor neither the Trust nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Trust or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Trust or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Trust or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Consolidated Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Consolidated Subsidiary, provided that no Obligor neither the Company nor any Consolidated Subsidiary need pay any such tax or assessment or claims if (i1) the amount, applicability or validity thereof is contested by such Obligor the Company or such Consolidated Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Consolidated Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Consolidated Subsidiary or (ii2) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all federal, state and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all material claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Material Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Material Subsidiary, provided that no Obligor neither the Company nor any Material Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Material Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Material Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments and assessments, charges, levies or claims in the aggregate would not reasonably be expected to have will not, directly or indirectly, result in a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their the Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, ; provided that no Obligor neither the Company nor any Restricted Subsidiary need pay or discharge any such tax assessment, charge or assessment or claims levy if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments assessments, charges and claims levies in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, ; provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their the Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments assessments, charges and claims levies in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company and each Co-Obligor will, and will cause each of their Subsidiaries to, file all tax Tax returns required to be filed in any jurisdiction and to pay and discharge all taxes Taxes shown to be due and payable on such returns and pay all other taxesTaxes, assessments, governmental charges, or levies and assessments imposed on them or any of their properties, assets, income or franchises, to the extent such taxes Taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax Tax or assessment or claims if (i) if the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, diligently conducted, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) standards on the books of such Obligor the Company or such Subsidiary Subsidiary, or (ii) the non-filing and nonpayment of all such taxesTaxes, assessments and claims claims, either individually or in the aggregate would aggregate, could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, ; provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all federal and state and other Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Each of the Parent and the Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor nor any the Parent, the Company and each Subsidiary need not pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Parent, the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Parent, the Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Parent, the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, ; provided that no Obligor neither the Company nor any Subsidiary need file any such return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing nonfiling of all such returns and the nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Borrower will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Borrower or any Subsidiary, provided that no Obligor neither the Borrower nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Borrower or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Borrower or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Borrower or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, in each case to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, or assessment assessment, charge, levy or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims Xxxxx Xxxxxxxxxxx Note Purchase Agreement would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Significant Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Significant Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiarySubsidiary (except to the extent the payment thereof is not subject to penalty or interest), provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect. Section 9.5.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Consolidated Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Consolidated Subsidiary, provided that no Obligor neither the Company nor any Consolidated Subsidiary need pay any such tax or assessment or claims if (i1) the amount, applicability or validity thereof is contested by such Obligor the Company or such Consolidated Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Consolidated Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Consolidated Subsidiary or (ii2) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Constituent Companies will and will cause each of their Subsidiaries to, Subsidiary to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor either Constituent Company or any Subsidiary, provided that no Obligor neither any Constituent Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor Constituent Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors such Constituent Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor Constituent Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their the Material Subsidiaries to, to file all income and other Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent delinquent, and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Material Subsidiary, provided that no Obligor neither the Company nor any Material Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Material Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Material Subsidiary has established adequate reserves or provisions therefor in accordance with applicable generally accepted accounting principles (which shall be with, and to the extent required by, Applicable GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary Material Subsidiary, or (iib) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need file any tax return or pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and failure to file any tax return or the nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a The Toro Company Note Purchase Agreement timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all material tax returns required to be filed in any jurisdiction and to pay and discharge all material taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all material claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file or cause to be filed all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchisesthem, to the extent such taxes and taxes, assessments governmental charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment or nonpayment, as the case may be, of all such taxes, assessments assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes Taxes shown to be due and payable on such returns and all other taxesTaxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes Taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax Tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, Taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided PROVIDED that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity 24 Roanoke Gas Company Note Purchase Agreement thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiarySubsidiary (including, without limitation, mechanic's liens or other similar construction liens), provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor therefore in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge Associated Estates Realty Corporation Note Purchase Agreement all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their Subsidiaries Restricted Subsidiary to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company, or any Restricted Subsidiary, provided that no Obligor nor none of the Company or any Restricted Subsidiary need pay any such tax tax, assessment, charge or assessment or claims levy if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges and claims levies in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and the Company will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments taxes, assessments, governmental charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided provided, however, that no Obligor neither the Company nor any Subsidiary -------- ------- need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in by appropriate proceedings, and the Obligors Company or a Subsidiary such Subsidiary, as the case may be, has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing and failure to file such returns or the nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided PROVIDED that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall reasonably deemed by it to be GAAP in the case of the Company) adequate, on the books of such Obligor the Company or such Subsidiary with respect thereto or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their Subsidiaries to, its Subsid- iaries to file all tax returns required to be filed in any jurisdiction juris- diction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental govern- mental charges, or levies imposed on them or any of their propertiesproper- ties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become be- come delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any such Subsidiary, provided that no Obligor neither the Company nor any such Subsidiary need pay any such tax or assessment assess- ment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Restricted Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves Associated Estates Realty Corporation Note Purchase Agreement therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims could not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims claim for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, ; provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (iib) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their Subsidiaries to, Restricted Subsidiary to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, charges or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all Material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all federal and state income and other material tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments the same have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax tax, assessment, charge, levy or assessment or claims claim if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and (ii) the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iiiii) the non-filing and nonpayment of all such taxes, assessments assessments, charges, levies and claims would not, individually or in the aggregate would not aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Subsidiaries to, to file all income or similar tax returns that are, to the best of their knowledge, required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments taxes, assessments, charges or levies have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might will become a Lien on properties or assets of any Obligor the Company or any Subsidiary, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (ia) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a such Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (iib) the non-filing and nonpayment of all such taxes, assessments assessments, charges and claims levies in the aggregate would not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Restricted Subsidiaries to, file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any Restricted Subsidiary, provided that no Obligor neither the Company nor any Restricted Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Restricted Subsidiary or (ii) the non-filing and nonpayment of all such taxes, assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors will, Company and ICON will and will cause each of their Subsidiaries to, to file all tax returns required to be filed in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company, ICON or any Subsidiaryof their Subsidiaries, provided that no Obligor neither the Company, ICON nor any Subsidiary of their Subsidiaries need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company, ICON or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company, ICON or a Subsidiary has established adequate reserves therefor therefore in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) or IAAP on the books of such Obligor the Company, ICON or such Subsidiary or (ii) the non-filing and nonpayment of all such taxes, taxes and assessments and claims in the aggregate would could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Obligors Company will, and will cause each of their its Subsidiaries to, file all tax returns required to be filed by any of them in any jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent such taxes and assessments have become due and payable and before they have become delinquent and all claims for which sums have become due and payable that have or might become a Lien on properties or assets of any Obligor the Company or any SubsidiarySubsidiary not permitted by Section 10.3, provided that no Obligor neither the Company nor any Subsidiary need pay any such tax or assessment or claims if (i) the amount, applicability or validity thereof is contested by such Obligor the Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Obligors Company or a Subsidiary has established adequate reserves therefor in accordance with applicable generally accepted accounting principles (which shall be GAAP in the case of the Company) on the books of such Obligor the Company or such Subsidiary or (ii) the non-filing and nonpayment or nonpayment, as the case may be, of all such taxes, taxes and assessments and claims in the aggregate would not reasonably be expected to have a Material Adverse Effect.