Common use of Payment of Taxes and Other Charges Clause in Contracts

Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections 4062, 4063, or 4064 of ERISA or any similar provision of law), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Krauses Furniture Inc), Securities Purchase Agreement (Krauses Furniture Inc), Securities Purchase Agreement (General Electric Capital Corp)

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Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, or 4064 of ERISA or any similar provision of law), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Healthcare Capital Partners Lp), Securities Purchase Agreement (Krauses Furniture Inc), Securities Purchase Agreement (General Electric Capital Corp)

Payment of Taxes and Other Charges. The Company will shall pay or discharge, and will shall cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxesTaxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, or 4064 of ERISA or any similar provision of law), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such taxTax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedingsproceedings and for which adequate accruals and reserves for the payment thereof have been established and maintained on the books and records of the Company or such Subsidiary.

Appears in 2 contracts

Samples: Purchase Agreement (Mexico Strategic Advisors LLC), Purchase Agreement (Unimark Group Inc)

Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the its Subsidiaries to pay or discharge, before the same shall become delinquent, (ia) all taxesTaxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, 4063 or 4064 of ERISA or any similar provision of law), ) and (iib) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (ia) or clause (iib), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Series a Preferred Stock and Warrant Purchase Agreement (Teraglobal Communications Corp)

Payment of Taxes and Other Charges. The Company will pay or ---------------------------------- discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (ia) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections section 4062, 4063, or 4064 of ERISA or any similar provision of law), and (iib) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (ia) or clause (iib), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gensia Sicor Inc)

Payment of Taxes and Other Charges. The Company will pay or ---------------------------------- discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, or 4064 of ERISA or any similar provision of law), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Securities Purchase Agreement (Gensia Sicor Inc)

Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxesTaxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, 4063 or 4064 of ERISA or any similar provision of lawLaw), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien or encumbrance upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such taxTax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Securities Purchase Agreement (Recovery Engineering Inc)

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Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections 4062, 4063, or 4064 of ERISA or any similar provision of law), and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Securities Purchase Agreement (Worms & Co Inc)

Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries Subsidiary to pay or discharge, before the same shall become delinquent, (ia) all taxesTaxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, 4063 or 4064 of ERISA or any similar provision of law), ) and (iib) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (ia) or clause (iib), if unpaid, might result in the creation of a material lien upon any of its properties, provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Netegrity Inc)

Payment of Taxes and Other Charges. The Company will pay or discharge, and will cause each of the Subsidiaries to pay or discharge, before the same shall become delinquent, (i) all taxes, assessments and other governmental charges or levies imposed upon it or any of its properties or income (including, without limitation, such as may arise under Sections Section 4062, 4063, or 4064 of ERISA or any similar provision of law), ) and (ii) all claims or demands of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons persons which, in the case of either clause (i) or clause (ii), if unpaid, might result in the creation of a material lien upon any of its properties, ; provided, however, that the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith pursuant to appropriate proceedings.

Appears in 1 contract

Samples: Securities Purchase Agreement (America Service Group Inc /De)

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