Common use of Payment of Taxes and Claims Clause in Contracts

Payment of Taxes and Claims. The Company and the Trust 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 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 the Company, the Trust or any of their respective Subsidiary, provided that neither the Company, the Trust nor any of their respective Subsidiaries need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company Parent and the Trust Issuer 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 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 the CompanyParent, the Trust Issuer or any of their respective Subsidiary, provided that neither the CompanyParent, the Trust Issuer nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the CompanyParent, the Trust Issuer or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the CompanyParent, the Trust Issuer or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the CompanyParent, the Trust Issuer or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, 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, and to pay and discharge all amounts payable for work, labor and materials, in each case to the extent the same such taxes, assessments, charges, levies and amounts 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim amount payable if (ia) the amount, applicability or validity thereof is being actively contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or amounts payable in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust 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 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any such return or pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the failure to file such return or the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries to, file all income tax or similar 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 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any such return or pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the non-filing of any such return or the nonpayment of all such taxes, assessments, charges, levies and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust Each Obligor 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 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 the Company, the Trust any Obligor or any of their respective Subsidiary, ; provided that neither the Company, the Trust no Obligor nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Company, the Trust such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the CompanyCompany or such Obligor or Subsidiary, as the Trust or a Subsidiary case may be, has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Obligor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust (a) Each Obligor will, and will cause each of their its Subsidiaries (other than Unrestricted Entities) to, file all material tax returns required to be filed in any jurisdiction Taxing Jurisdiction and to pay and discharge all taxes shown to be due and payable on such returns and all other material taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent 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 the Company, the Trust any Obligor or any of their respective Subsidiary, provided that neither the Company, the Trust no Obligor nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust such Obligor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust such Obligor or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust such Obligor or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Each Constituent Company and the Trust will, and will cause each of their its Subsidiaries to, file all federal and material state and other 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 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 could reasonably be expected to become a Lien on properties or assets of the Company, the Trust either Constituent Company or any of their respective Subsidiary, provided that neither the Company, the Trust Constituent Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Company, the Trust such Constituent Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust such Constituent Company or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust such Constituent Company or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries to, file all income tax and similar 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 pay all other taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent the same 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any such returns or pay any such tax, assessment, charge, levy tax or claim if assessment or claims (i) if the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, diligently conducted, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary Subsidiary, or (ii) to the extent that the failure to file such returns and the nonpayment of all such taxes, assessmentsassessments and claims, charges, levies and claims could not, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Each Constituent Company and the Trust will, and will cause each of their its Subsidiaries to, file all federal, state and other material tax returns and reports 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 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 the Company, the Trust Parent Guarantor or any of their respective Subsidiary, provided that neither the Company, the Trust Parent Guarantor nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Company, the Trust Parent Guarantor or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Parent Guarantor or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Parent Guarantor or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their Subsidiaries each\ 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 the same 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 the Company, the Trust Company or any of their respective any\ Restricted\ Subsidiary, ; provided that neither the Company, the Trust Company nor any of their respective Subsidiaries any\ Restricted\ Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (ia) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary \ Restricted \Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary \Restricted \Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such such\ Restricted\ Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies taxes and claims could not, individually or assessments in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries to, file all U.S. federal tax returns and all 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 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company Parent and the Trust Company will, and will cause each of their Subsidiaries other 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 the same 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 the Company, the Trust Parent or any of their respective Subsidiary, including the Company, provided that neither the Parent nor any Subsidiary, including the Company, the Trust nor any of their respective Subsidiaries need pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Parent, or such Subsidiary, including the Company, the Trust or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Parent or a Subsidiary, including the Company, the Trust or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Parent or such Subsidiary, including the Company, the Trust or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims could not, individually or assessments in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries and the Project Partnership 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 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 could reasonably be expected to become a Lien on properties or assets of the Company, the Trust Company or any of their respective Subsidiary, Subsidiary or the Project Partnership; provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary nor the Project Partnership need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary or the Project Partnership on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary or the Project Partnership, as the case may be, has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or the Project Partnership or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries to, or will on behalf of each of its Subsidiaries pursuant to a tax sharing agreement, file all tax returns required to be filed in any jurisdiction Tax Returns and to pay and discharge all taxes shown to be due and payable on such returns Tax 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 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (ia) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (iib) the nonpayment of all such taxes, assessments, charges, levies and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, 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 propertiesProperties, assets, income or franchises, to the extent the same such 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 and before they have become delinquent that have or might become a Lien on properties Properties or assets of the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any such return or pay any such tax, assessment, governmental charge, levy or claim if (ia) the amount, 30 36 applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a such Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (iib) the failure to file any such return or the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust 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 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 the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) Xxxxxx Xxxxx Resources, Inc. Note Purchase Agreement the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the nonpayment nonfiling or nonpayment, as the case may be, of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust Borrower will, and will cause the Company and each of their the Company’s 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 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 the Company, the Trust Company or any of their respective SubsidiarySubsidiary thereof, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary thereof need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary thereof has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their Subsidiaries 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 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 an Encumbrance on properties or assets of the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any tax return or pay any such tax, assessment, charge, levy or claim if (i) the amount is less than $1,500,000 per Property or $10,000,000 in the aggregate for all Properties or (ii) if the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary EQUITY ONE, INC. NOTE PURCHASE AGREEMENT has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (iiiii) the non-filing of all such tax returns or the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust 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 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 the Company, the Trust or any of their respective Subsidiary, provided that neither neither, the Company, the Trust nor any of their respective Subsidiaries need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, Parent 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 the same 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 the Company, the Trust Parent or any of their respective Subsidiary, provided that neither the Company, the Trust nor Parent or any of their respective Subsidiaries Subsidiary need not pay any such tax, assessment, charge, levy tax or claim assessment or claims if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Parent or such Subsidiary (as the case may be) on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Parent or a such Subsidiary (as the case may be) has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Parent or such Subsidiary (as the case may be) or (ii) the nonpayment of all such taxes, assessments, charges, levies taxes and claims could not, individually or assessments in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, will and will cause each of their its Subsidiaries to, to file all tax returns required to be filed by it 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 the same such taxes and assessments have become due and payable and before they have become delinquent and all other claims for which sums have become due and payable that have or might become a Lien on properties or assets of the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy tax or claim assessment or claims or file such tax returns if (i) with respect to a tax or assessment, the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the nonpayment of all such taxestaxes and assessments (or, assessments, charges, levies and claims could not, individually or in the aggregatecase of tax returns, the failure to file such tax returns) in the aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their its Subsidiaries to, file all income tax or similar 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 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 Northern Utilities, Inc. Note Purchase Agreement have or might become a Lien on properties or assets of the Company, the Trust Company or any of their respective Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Subsidiary need file any such return or pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Subsidiary or (ii) the non-filing of any such return or the nonpayment of all such taxes, assessments, charges, levies and claims could would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause the Trust and 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 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 the Company, the Trust or any of their respective Restricted Subsidiary, provided that neither none of the Company, the Trust nor or any of their respective Subsidiaries Restricted Subsidiary need pay any such tax, assessment, charge, charge or levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedings, and the Company, the Trust or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust or such Restricted Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, charges and levies and claims could not, individually or in the aggregate, aggregate could not reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company Parent and the Trust Company 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 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 the CompanyParent, the Trust Company or any of their respective Subsidiary, provided that neither the CompanyParent, the Trust Company nor any of their respective Subsidiaries Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the CompanyParent, the Trust Company or such Subsidiary on a timely basis in good faith and in appropriate proceedings, and the CompanyParent, the Trust Company or a Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the CompanyParent, the Trust Company or such Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Payment of Taxes and Claims. The Company and the Trust will, and will cause each of their Subsidiaries Restricted Subsidiary 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 material taxes, assessments, governmental charges, or levies imposed on them or any of their properties, assets, income or franchises, to the extent 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 the Company, the Trust Company or any of their respective Restricted Subsidiary, provided that neither the Company, the Trust Company nor any of their respective Subsidiaries Restricted Subsidiary need pay any such tax, assessment, charge, levy or claim if (i) the amount, applicability or validity thereof is contested by the Company, the Trust Company or such Restricted Subsidiary on a timely basis in good faith and in appropriate proceedingsproceedings diligently conducted, and the Company, the Trust Company or a Restricted Subsidiary has established adequate reserves therefor in accordance with GAAP on the books of the Company, the Trust Company or such Restricted Subsidiary or (ii) the nonpayment of all such taxes, assessments, charges, levies and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.