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

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 19 contracts

Samples: Indenture (Mmi Products Inc), Indenture (Arris Group Inc), Indenture (Sunrise Assisted Living Inc)

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Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets of the Company or any of its Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services service or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles.

Appears in 11 contracts

Samples: Indenture (Jefferies Group LLC), Indenture (Jefferies Group Inc /De/), Indenture (Jefferies Group Inc /De/)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Restricted Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Restricted Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Restricted Subsidiaries; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 8 contracts

Samples: Indenture (Pricellular Wireless Corp), Indenture (Price Communications Wireless Inc), Indenture (Pricellular Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 5 contracts

Samples: Indenture (Tower Automotive Inc), Indenture (Platinum Technology Inc), Indenture (Pride Petroleum Services Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, will pay or discharge and shall cause each of its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company or any such Restricted Subsidiary, (b) the income or profits of its Subsidiaries any such Restricted Subsidiary which is a corporation or (c) the property of the Company or any of their respective properties and assets such Restricted Subsidiary and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien lien upon the property and assets of the Company or any of its Subsidiariessuch Restricted Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall not be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPestablished.

Appears in 4 contracts

Samples: Indenture (Advanced Lighting Technologies Inc), Indenture (Advanced Lighting Technologies Inc), Indenture (Advanced Lighting Technologies Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, will pay or discharge and shall cause each of its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company or any such Restricted Subsidiary, (b) the income or profits of its Subsidiaries any such Restricted Subsidiary which is a corporation or (c) the property of the Company or any of their respective properties and assets such Restricted Subsidiaries and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien lien upon the property and assets of the Company or any of its Subsidiariessuch Restricted Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall not be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPestablished.

Appears in 4 contracts

Samples: Indenture (Comple Tel LLC), Indenture (Allegiance Telecom Inc), Indenture (Allegiance Telecom Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, The Company and the Company Guarantors shall, and shall cause each of its their Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company Company, any Guarantor or any of its their Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services supplies or anything elseservices, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company Company, any Guarantor or any of its their Subsidiaries; provided, however, that neither the Company nor any Subsidiary Guarantor shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: Indenture (NPR Inc), Indenture (City Truck Holdings Inc), Indenture (Doskocil Manufacturing Co Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: Indenture (Halter Marine Group Inc), Indenture (Data Processing Resources Corp), Indenture (United States Filter Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets of the Company or any of its Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which that have become due and payable and which that by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, assessment charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 3 contracts

Samples: Intercompany Senior Secured Note (Horseshoe Gaming LLC), Intercompany Senior Secured Note (Horseshoe Gaming LLC), Intercompany Senior Secured Note (Horseshoe Gaming LLC)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, provided that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established with respect thereto are maintained on the books of the Company in accordance with GAAP.

Appears in 2 contracts

Samples: Indenture (HPSC Inc), Indenture (HPSC Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company Corporation shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company Corporation or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien lien upon the property and assets of the Company Corporation or any of its Subsidiaries; provided, however, that neither the Company Corporation nor any Subsidiary shall 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 by appropriate proceedings and for which such disputed amounts the need for adequate reserves have has been established reviewed in accordance with GAAP.

Appears in 2 contracts

Samples: Supplemental Indenture (Cb Richard Ellis Services Inc), First Supplemental Indenture (Cbre Holding Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest Table of Contents and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets of the Company or any of its Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services service or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles.

Appears in 1 contract

Samples: Indenture (Jefferies Group Capital Finance Inc.)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, will pay or --------------------------------- discharge and shall cause each of its Restricted Subsidiaries to, to pay or discharge discharge, or cause to be paid or discharged, before the same shall become delinquent, delinquent (i) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon (a) the Company or any such Restricted Subsidiary, (b) the income or profits of its Subsidiaries any such Restricted Subsidiary that is a corporation or (c) the property of the Company or any of their respective properties and assets such Restricted Subsidiary and (ii) all material lawful claims, whether claims for labor, materialsmaterials and supplies that, suppliesif unpaid, services or anything else, which have become due and payable and which might by law have or may become a Lien upon the property and assets of the Company or any of its SubsidiariesRestricted Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall not be required to pay or discharge discharge, or cause to be paid or discharged discharged, any such tax, assessment, charge or claim whose the amount, applicability or validity of which is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPestablished.

Appears in 1 contract

Samples: Indenture (TVN Entertainment Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, , (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien lien upon the property and assets of the Company or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which such disputed amounts the need for adequate reserves have has been established reviewed in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Dura Pharmaceuticals Inc/Ca)

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Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that neither the Company nor any Subsidiary shall be required to pay or discharge or cause to be paid or discharged dis- charged any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which such disputed amounts the need for adequate reserves have been established reviewed in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Petsmart Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, become (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Platinum Technology Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company Each Obligor shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before discharged within 150 days after the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company such Obligor or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company such Obligor or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary an Obligor shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim claim, whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Second Supplemental Indenture (Transtexas Gas Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (ia) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (iib) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien (other than a Permitted Lien) upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Transamerican Refining Corp)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, will pay or discharge or cause to be paid or discharged, on or before the date the same shall become delinquentdue and payable, (ia) all material taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any Restricted Subsidiary shown to be due on any tax return of its Subsidiaries the Company or any Restricted Subsidiary or otherwise assessed or upon the income, profits or property of their respective properties and assets the Company or any Restricted Subsidiary and (iib) all material lawful claims, whether claims for labor, materials, materials and supplies, services or anything elsewhich, which have become due and payable and which if unpaid, would by law have or may become a Lien upon the property and assets of the Company or any of its SubsidiariesRestricted Subsidiary, except for any Lien permitted to be Incurred under Section 10.11; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings properly instituted and for diligently conducted and in respect of which disputed amounts adequate appropriate reserves have been established (in the good-faith judgment of management of the Company) are being maintained in accordance with GAAPGAAP consistently applied.

Appears in 1 contract

Samples: Indenture (Hollinger Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the The Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest 50 and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets of the Company or any of its Subsidiaries and (ii) all lawful claims, whether for labor, materials, supplies, services service or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAPgenerally accepted accounting principles.

Appears in 1 contract

Samples: Indenture (Jefferies Group Inc /De/)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; provided, however, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Getty Images Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien upon the property and assets of the Company or any of its Subsidiaries; providedpro- vided, however, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which disputed amounts adequate reserves have been established in accordance accor- dance with GAAP.

Appears in 1 contract

Samples: Indenture (Checkpoint Systems Inc)

Payment of Taxes and Other Claims. Except with respect to immaterial items, the Company shall, and shall cause each of its Subsidiaries to, pay or discharge or cause to be paid or discharged, before the same shall become delinquent, (i) all taxes, assessments and governmental charges (including withholding taxes and any penalties, interest and additions to taxes) levied or imposed upon the Company or any of its Subsidiaries or any of their respective properties and assets and (ii) all lawful claims, whether for labor, materials, supplies, services or anything else, which have become due and payable and which by law have or may become a Lien lien upon the property and assets of the Company or any of its Subsidiaries; providedPROVIDED, howeverHOWEVER, that neither the Company nor any Subsidiary shall 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 by appropriate proceedings and for which such disputed amounts the need for adequate reserves have has been established reviewed in accordance with GAAP.

Appears in 1 contract

Samples: Indenture (Dura Pharmaceuticals Inc/Ca)

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