Common use of Payment of Taxes and Impositions Clause in Contracts

Payment of Taxes and Impositions. (a) Trustor will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become due and payable, and which create or may create a lien upon the Property (all the foregoing, collectively, “Impositions”). (b) After prior notice to Administrative Agent, Trustor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (iv) Trustor will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (v) Trustor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrument.

Payment of Taxes and Impositions. (a) Trustor Borrower will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become due and payable, and which create or may create a lien upon the Property (all the foregoing, collectively, “Impositions”).. SMRH:4842-8642-7337.7 -9- Accenture Tower - Mortgage, (b) After prior notice to Administrative Agent, TrustorBorrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor Borrower or the Property is subject and will not constitute a default thereunder, (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (iv) Trustor Borrower will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (v) Trustor Borrower has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to TrustorBorrower) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor Borrower shall provide (at TrustorBorrower’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrument.

Payment of Taxes and Impositions. ‌ (a) Trustor Borrower will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become due and payable, and which create or may create a lien upon the Property (all the foregoing, collectively, “Impositions”). (b) After prior notice to Administrative AgentGovernmental Lender, TrustorBorrower, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Default or Event of Default has occurred and is continuingoccurred, (ii) either (A) such proceeding will suspend the collection of the Impositions from Borrower and from the Property, or (B) Borrower has paid all of the Impositions under protest, (iii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor Borrower or the Property is subject and will not constitute a default thereunder, (iiiiv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (ivv) Trustor Borrower will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (vvi) Trustor Borrower has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent Governmental Lender to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent Governmental Lender may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent Governmental Lender to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative AgentGovernmental Lender, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrument.

Payment of Taxes and Impositions. (a) Trustor Subject to the terms of Section 6.23(c), the Company will paypay or cause to be paid, before any fine, interest or penalty is imposed thereon, all Impositions and, upon the request of the Collateral Agent, will deliver to the Collateral Agent photocopies of receipts, cancelled checks and other evidence reasonably satisfactory to the Collateral Agent evidencing such payment. Notwithstanding the foregoing, if pursuant to any Applicable Law, any Impositions may at the option of the Company be paid in installments (whether or not interest shall accrue on the unpaid balance thereof), the Company shall have the right, provided that no Event of Default shall then exist, to exercise such option and to pay or cause to be paid prior to delinquency, all real property taxes such Impositions and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such accrued interest thereon in installments as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become they fall due and payablebefore any fine, and which create penalty, further interest or cost may create a lien upon the Property (all the foregoing, collectively, “Impositions”)be added thereto. (b) After prior notice to Administrative The Company will pay all taxes and other governmental charges (including without limitation, stamp taxes) assessed by any Governmental Authorities and imposed on the Collateral Agent, Trustorits successors or assignees, at its own expenseby reason of the Collateral Agent's ownership of the Mortgage or the other Security Documents or payable by either the Company or the Collateral Agent upon any modification, may contest amendment, extension and/or consolidation thereof. The Company will also pay any tax imposed directly or indirectly on the Mortgage in lieu of a tax on the Mortgaged Property or any part thereof, whether by appropriate legal proceedingreason of (i) the passage after the date of the Mortgage of any law of the Commonwealth of Pennsylvania deducting from the value of real property for the purposes of taxation any lien thereon, promptly initiated and conducted (ii) any change in good faith and with due diligencethe laws for the taxation of mortgages or debts secured by mortgages for state or local purposes, (iii) a change in the means of collection of any such tax, or (iv) any tax, now or hereafter assessed against the Mortgage or assessed against, or withheld from, any payments made by the Company hereunder. Within a reasonable time after payment of any such tax or governmental charge, the amount Company will deliver to the Trustee and the Collateral Agent satisfactory proof of payment thereof. (c) The Company will not claim or validity demand or application in whole be entitled to any credit or in part credits for the payment of any Impositions, provided that (i) and no Event deduction shall otherwise be made or claimed from the taxable value of Default has occurred and is continuingthe Mortgaged Property, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property nor any part thereof or interest therein will be in danger of being soldthereof, forfeited, terminated, canceled or lost, (iv) Trustor will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (v) Trustor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien reason of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security InstrumentMortgage.

Payment of Taxes and Impositions. (a) Trustor Grantor will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become due and payable, and which create or may create a lien upon the Property (all the foregoing, collectively, “Impositions”). (b) After prior notice to Administrative Agent, TrustorGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor Grantor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (iv) Trustor Grantor will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (v) Trustor Grantor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to TrustorGrantor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor Grantor shall provide (at TrustorGrantor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrument.

Payment of Taxes and Impositions. (a) Trustor will pay, The Borrower shall pay or cause to be paid prior to delinquencythe public officers charged with the collection thereof, promptly as the same become due, all real taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or nature whatsoevernot now within the contemplation of the parties, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Propertyhereto, which are assessed now or may hereafter be levied, assessed, charged or imposed upon the Property, or become due and payable, and which create are or may create become a lien upon the Property revenues of the Borrower, the Borrower’s facilities, the use or occupation thereof or upon the Borrower or the Issuer, or upon any franchises, businesses, transactions, income, earnings and receipts (all gross, net or otherwise) of the foregoingIssuer in connection with this Agreement for payment or collection of which the Issuer otherwise would be liable or accountable under any lawful authority whatever; provided, collectivelyhowever, “Impositions”). (b) After prior notice that the Borrower shall not be required to Administrative Agentpay or discharge or cause to be paid or discharged any tax, Trustorassessment, at its own expense, may contest lien or other matter hereunder so long as the validity thereof is being contested by appropriate legal proceeding, promptly initiated and conducted the Borrower in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred by appropriate legal proceedings diligently pursued and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property Borrower’s facilities nor any part thereof rent or interest therein will income therefrom would be in any immediate danger of being sold, forfeited, terminated, canceled attached or lost. The Borrower will, (iv) Trustor will promptly upon final determination thereof pay request, provide the amount Issuer and the Bank with copies of any such Impositions, together with all costs, interest tax returns and penalties which may be payable in connection therewith, and (v) Trustor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment receipts for payments of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrumenttaxes.

Payment of Taxes and Impositions. (a) Trustor will pay, The Borrower shall pay or cause to be paid prior to delinquencythe public officers charged with the collection thereof, promptly as the same become due, all real taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or nature whatsoevernot now within the contemplation of the parties, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Propertyhereto, which are assessed now or may hereafter be levied, assessed, charged or imposed upon the Property, or become due and payable, and which create are or may create become a lien upon the Property revenues of the Borrower, the Borrower’s facilities, the use or occupation thereof or upon the Borrower or the Authority, or upon any franchises, businesses, transactions, income, earnings and receipts (all gross, net or otherwise) of the foregoingAuthority in connection with this Agreement for payment or collection of which the Authority otherwise would be liable or accountable under any lawful authority whatsoever; provided, collectivelyhowever, “Impositions”). (b) After prior notice that the Borrower shall not be required to Administrative Agentpay or discharge or cause to be paid or discharged any tax, Trustorassessment, at its own expense, may contest lien or other matter hereunder so long as the validity thereof is being contested by appropriate legal proceeding, promptly initiated and conducted the Borrower in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred by appropriate legal proceedings diligently pursued and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property Borrower’s facilities nor any part thereof rent or interest therein will income therefrom would be in any immediate danger of being sold, forfeited, terminated, canceled attached or lost. The Borrower will, (iv) Trustor will promptly upon final determination thereof pay request, provide the amount Authority and the Bank with copies of any such Impositions, together with all costs, interest tax returns and penalties which may be payable in connection therewith, and (v) Trustor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment receipts for payments of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrumenttaxes.

Payment of Taxes and Impositions. (a) Trustor will pay, The Borrower shall pay or cause to be paid prior to delinquencythe public officers charged with the collection thereof, promptly as the same become due, all real taxes (or contributions or payments in lieu thereof), including but not limited to income, profits or property taxes taxes, which may now or hereafter be imposed by the United States of America, any state or municipality or any political subdivision or subdivisions thereof, and all assessments for public improvements or other assessments, levies, license fees, charges for publicly supplied water or sewer services, excises, franchises, imposts and charges, general and special, ordinary and extraordinary (including interest, penalties and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, costs resulting from delayed payment of any of the foregoing) of whatever name, nature and kind and whether or nature whatsoevernot now within the contemplation of the parties, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Propertyhereto, which are assessed now or may hereafter be levied, assessed, charged or imposed upon the Property, or become due and payable, and which create are or may create become a lien upon the Property revenues of the Borrower, the Borrower's facilities, the use or occupation thereof or upon the Borrower or the Issuer, or upon any franchises, businesses, transactions, income, earnings and receipts (all gross, net or otherwise) of the foregoingIssuer in connection with this Agreement for payment or collection of which the Issuer otherwise would be liable or accountable under any lawful authority whatever; provided, collectivelyhowever, “Impositions”). (b) After prior notice that the Borrower shall not be required to Administrative Agentpay or discharge or cause to be paid or discharged any tax, Trustorassessment, at its own expense, may contest lien or other matter hereunder so long as the validity thereof is being contested by appropriate legal proceeding, promptly initiated and conducted the Borrower in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred by appropriate legal proceedings diligently pursued and is continuing, (ii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor or the Property is subject and will not constitute a default thereunder, (iii) neither the Property Borrower's facilities nor any part thereof rent or interest therein will income therefrom would be in any immediate danger of being sold, forfeited, terminated, canceled attached or lost. The Borrower will, (iv) Trustor will promptly upon final determination thereof pay request, provide the amount Issuer and the Bank with copies of any such Impositions, together with all costs, interest tax returns and penalties which may be payable in connection therewith, and (v) Trustor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent to insure the payment receipts for payments of any contested Impositions, together with all interest and penalties thereon. Administrative Agent may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative Agent, the entitlement of such claimant is established or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrumenttaxes.

Payment of Taxes and Impositions. (a) Trustor Grantor will pay, or cause to be paid prior to delinquency, all real property taxes and assessments, general and special, and all other taxes, assessments, duties, levies, imposts, deductions, charges or withholdings, of any kind or nature whatsoever, including nongovernmental levies or assessments such as maintenance charges, levies or charges resulting from covenants, conditions and restrictions affecting the Property, which are assessed or imposed upon the Property, or become due and payable, and which create or may are reasonably likely to create a lien upon the Property (all the foregoing, collectively, “Impositions”). (b) After prior notice to Administrative AgentLender, TrustorGrantor, at its own expense, may contest by appropriate legal proceeding, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Impositions, provided that (i) no Event of Default has occurred and is continuingreserved, (ii) either (A) such proceeding will suspend the collection of the Impositions from Grantor and from the Property, or (B) Grantor has paid all of the Impositions under protest, (iii) such proceeding is permitted and conducted in accordance with the provisions of any other instrument to which Trustor Grantor or the Property is subject and will not constitute a default thereunder, (iiiiv) neither the Property nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost, (ivv) Trustor Grantor will promptly upon final determination thereof pay the amount of any such Impositions, together with all costs, interest and penalties which may be payable in connection therewith, and (vvi) Trustor Grantor has furnished such security as may be required in the proceeding, or as may be reasonably requested by Administrative Agent Lxxxxx to insure the payment of any contested Impositions, together with all interest and penalties thereon. Administrative Agent Lender may pay over (upon no less than five (5) Business Days’ written notice to Trustor) any such security or part thereof held by Administrative Agent Lxxxxx to the claimant entitled thereto at any time when, in the reasonable judgment of Administrative AgentLxxxxx, the entitlement of such claimant is established by a court of competent jurisdiction (or applicable governing body) or the Property (or part thereof or interest therein) is in danger of being sold, forfeited, terminated, cancelled or lost or there is any danger of any Lien related to the contested Impositions becoming senior in priority, in whole or in part, to the Lien of the Security Instrument. If Administrative Agent shall make any such payment, Trustor shall provide (at Trustor’s sole cost and expense) such endorsements to Administrative Agent’s title insurance policy or such other evidence as Administrative Agent may reasonably require to confirm no loss of priority of the Security Instrumentlost.