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

Payment of Taxes and Other Liabilities. The Borrower shall and shall cause each Subsidiary to promptly pay and discharge all obligations, accounts and liabilities to which it is subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, material, including but not limited to all taxes, assessments and governmental charges and levies upon it or upon any of its income, profits, or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a whole; provided, however, that for purposes of this Agreement, neither the Borrower nor the relevant Subsidiary shall be required to pay any item (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower shall have set aside on its books reserves for such claims as are determined to be adequate pursuant to the accounting procedures employed by the Borrower. As to the Borrower and each of its direct and indirect Subsidiaries, cause their direct and indirect Subsidiaries to make dividends, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the Borrower is able to pay the Bank Indebtedness as and when the same becomes due.

Payment of Taxes and Other Liabilities. The Borrower shall and shall cause each Subsidiary to promptly -------------------------------------- pay and discharge all obligations, accounts and liabilities which are owed by it, to which it is subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialit, including but not limited to all taxes, assessments and governmental charges and levies upon it or upon any of its income, profits, or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a wholethereto; provided, however, that for purposes of this -------- ------- Agreement, neither the Borrower nor the relevant Subsidiary shall not be required to pay any item tax, assessment, charge or levy (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower shall have set aside on its books reserves for such claims claim as are determined to be adequate pursuant by the application of GAAP consistently applied, but only to the accounting procedures employed by the Borrower. As extent that failure to the Borrower discharge any such liabilities would not result in any additional liability which would have a Material Adverse Effect; and each of its direct and indirect Subsidiariesprovided, cause their direct and indirect Subsidiaries to make dividends-------- further, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the Borrower is able shall pay all such contested liabilities forthwith ------- upon the commencement of proceedings to pay foreclose any Lien which may have attached as security therefor unless such proceedings are stayed or dismissed within ten (10) days of the Bank Indebtedness as and when commencement of the same becomes dueproceeding.

Payment of Taxes and Other Liabilities. The Borrower shall -------------------------------------- promptly pay and shall discharge and cause each Subsidiary Holdings to promptly pay and discharge all obligations, accounts and liabilities to which it is subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialsubject, including but not limited to all taxes, assessments and governmental charges and levies upon it or upon any of its income, profits, or property property, prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a wholethereto; provided, however, that for purposes of this -------- ------- Agreement, neither the Borrower nor the relevant Subsidiary Holdings shall be required to pay any item tax, assessment, charge or levy (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower shall have set aside on its books reserves for such claims as are determined to be adequate pursuant by the application of GAAP consistently applied, but only to the accounting procedures employed by the Borrower. As extent that failure to the Borrower discharge any such liabilities would not result in any additional material liability; and each of its direct and indirect Subsidiariesprovided, cause their direct and indirect Subsidiaries to make dividendsfurther, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the -------- ------- Borrower is able shall pay all such contested liabilities forthwith upon the commencement of proceedings to pay the Bank Indebtedness foreclose any lien or other Encumbrance which may have attached as and when the same becomes duesecurity therefor.

Payment of Taxes and Other Liabilities. The Borrower shall and shall cause each Subsidiary of its Subsidiaries to promptly pay and discharge all obligations, accounts and liabilities which are owed by them, to which it is they are subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialthem, including but not limited to all taxes, assessments and governmental charges and levies upon it them or upon any of its their respective income, profits, or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a whole; provided, however, that for purposes of this Agreementthereto. The preceding sentence notwithstanding, neither the Borrower nor the relevant Subsidiary any of its Subsidiaries shall be required to pay any item tax, assessment, charge or levy (i) if the failure to make such payment of which would not have a Material Adverse Effect or (ii) if (A) such payment is being contested in good faith by appropriate and lawful proceedings diligently conducted and (iiB) as to which the Borrower shall have or such Subsidiary has set aside on its books reserves for such claims claim as are determined to be adequate by the application of GAAP. The foregoing provisions of this Section 5.7 to the contrary notwithstanding, the Borrower shall pay or cause such Subsidiary to pay any liability being contested pursuant to the accounting procedures employed by preceding item (ii) within ten (10) days upon the Borrower. As commencement of proceedings to the Borrower and each of its direct and indirect Subsidiaries, cause their direct and indirect Subsidiaries to make dividends, distributions and other payments provided the same does not violate foreclose any applicable Governmental Rule, to the Borrower from time to time Encumbrance which may have attached as may be necessary to ensure that the Borrower is able to pay the Bank Indebtedness as and when the same becomes duesecurity therefor.

Payment of Taxes and Other Liabilities. The Borrower shall and shall -------------------------------------- cause each Subsidiary its Subsidiaries to promptly pay and discharge all obligations, accounts and liabilities which are owed by them, to which it is they are subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialthem, including but not limited to all taxes, assessments and governmental charges and levies upon it them or upon any of its their respective income, profits, profits or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a wholethereto; provided, however, that -------- ------- for purposes of this Agreement, neither the Borrower nor the relevant Subsidiary and its Subsidiaries shall not be required to pay any item tax, assessment, charge or levy (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower or the affected Subsidiary shall have set aside on its books reserves for such claims claim as are determined to be adequate pursuant by the application of GAAP consistently applied, but only to the accounting procedures employed by the Borrower. As extent that failure to the Borrower discharge any such liabilities would not result in any additional liability which would have a Material Adverse Effect; and each of its direct and indirect Subsidiariesprovided, cause their direct and indirect Subsidiaries to make dividendsfurther, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the Borrower is able shall pay and shall -------- ------- cause its Subsidiaries to pay all such contested liabilities forthwith upon the Bank Indebtedness commencement of proceedings to foreclose any Lien which may have attached as and when the same becomes duesecurity therefor.

Payment of Taxes and Other Liabilities. The Borrower shall and shall cause each Subsidiary -------------------------------------- its Subsidiaries to promptly pay and discharge all obligations, accounts and liabilities which are owed by them, to which it is they are subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialthem, including but not limited to all taxes, assessments and governmental charges and levies upon it them or upon any of its their respective income, profits, profits or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a wholethereto; provided, however, that for purposes of this Agreement, neither the Borrower nor the relevant Subsidiary and its -------- ------- Subsidiaries shall not be required to pay any item tax, assessment, charge or levy (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower or the affected Subsidiary shall have set aside on its books reserves for such claims claim as are determined to be adequate pursuant by the application of GAAP consistently applied, but only to the accounting procedures employed by the Borrower. As extent that failure to the Borrower discharge any such liabilities would not result in any additional liability which would have a Material Adverse Effect; and each of its direct and indirect Subsidiariesprovided, cause their direct and indirect Subsidiaries to make dividendsfurther, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the Borrower is able shall pay and shall cause its -------- ------- Subsidiaries to pay all such contested liabilities forthwith upon the Bank Indebtedness commencement of proceedings to foreclose any Lien which may have attached as and when the same becomes duesecurity therefor.

Payment of Taxes and Other Liabilities. The Borrower shall and shall -------------------------------------- cause each Subsidiary its Subsidiaries to promptly pay and discharge all obligations, accounts and liabilities which are owed by them, to which it is they are subject or which are asserted against it at or before maturity or before they become delinquent, as the case may be, and which obligations, accounts and liabilities are, to the Borrower and the Subsidiaries taken as a whole, materialthem, including but not limited to all taxes, assessments and governmental charges and levies upon it them or upon any of its their respective income, profits, profits or property prior to the date on which penalties attach thereto to the extent that the non-payment of which would in the aggregate have a Material Adverse Effect upon the Borrower and its Subsidiaries taken as a wholethereto; provided, however, that for purposes of this Agreement, neither the Borrower nor the relevant Subsidiary and its -------- ------- Subsidiaries shall not be required to pay any item tax, assessment, charge or levy (i) the payment of which is being contested in good faith by appropriate and lawful proceedings diligently conducted and (ii) as to which the Borrower or the affected Subsidiary shall have set aside on its books reserves for such claims claim as are determined to be adequate pursuant by the application of GAAP consistently applied, but only to the accounting procedures employed by the Borrower. As extent that failure to the Borrower discharge any such liabilities would not result in any additional liability which would have a Material Adverse Effect; and each of its direct and indirect Subsidiariesprovided, cause their direct and indirect Subsidiaries to make dividendsfurther, distributions and other payments provided the same does not violate any applicable Governmental Rule, to the Borrower from time to time as may be necessary to ensure that the Borrower is able shall pay and shall cause its Subsidiaries -------- ------- to pay all such contested liabilities forthwith upon the Bank Indebtedness commencement of proceedings to foreclose any Lien which may have attached as and when the same becomes duesecurity therefor.