Common use of Payment of Taxes and Other Potential Charges and Priority Claims Clause in Contracts

Payment of Taxes and Other Potential Charges and Priority Claims. Borrower shall, and shall cause each Subsidiary to, pay or discharge: (a) on or prior to the date on which penalties attach thereto, all Taxes; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, could result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien or which, if unpaid, could give rise to a claim entitled to priority over general creditors of Borrower or such Loan Party in a case under Title 11 (Bankruptcy) of the United States Code, as amended; provided that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, Borrower need not pay or discharge any such tax, assessment, charge or claim so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.

Payment of Taxes and Other Potential Charges and Priority Claims. The Borrower shall promptly notify the Agent in writing if it or any of its Subsidiaries learns of any proposed additional assessment or basis for any assessment for additional taxes (whether or not reserved against) which, if paid or incurred, would have a Material Adverse Effect. The Borrower shall, and shall cause each Subsidiary of its Subsidiaries to, pay and discharge, or discharge:cause to be paid and discharged, (a) on or prior to the date on which penalties attach thereto, all Taxestaxes, assessments and other governmental charges imposed upon it, or any of them, or any of its, or any of their, properties; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Liensuch property; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Codeany bankruptcy, as amendedinsolvency, receivership or similar proceeding; provided PROVIDED, that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge discharge, or cause the payment or discharge, of any such tax, assessment, charge or claim above so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted conducted, and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.

Payment of Taxes and Other Potential Charges and Priority Claims. The Borrower shall, and shall cause each Subsidiary of its Subsidiaries to, pay and discharge, or discharge:cause to be paid and discharged, (a) on or prior to the date on which material penalties attach thereto, all Taxes;taxes, assessments and other (b) on or prior to the date when due, all material lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower (other than a Permitted Lien) upon any such property; and (c) on or prior to the date when due, all other material lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Codeany bankruptcy, as amendedinsolvency, receivership or similar proceeding; provided provided, that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge discharge, or cause the payment or discharge, of any such tax, assessment, charge or claim above so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted conducted, and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.

Payment of Taxes and Other Potential Charges and Priority Claims. The Borrower shall promptly notify the Agent in writing if it or any of its Subsidiaries learns of any proposed additional assessment or basis for any assessment for additional taxes (whether or not reserved against) which, if paid or incurred, would have a Material Adverse Effect. The Borrower shall, and shall cause each Subsidiary of its Subsidiaries to, pay and discharge, or discharge:cause to be paid and discharged, (a) on or prior to the date on which penalties attach thereto, all Taxestaxes, assessments and other governmental charges imposed upon it, or any of them, or any of its, or any of their, properties; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Liensuch property; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Codeany bankruptcy, as amendedinsolvency, receivership or similar proceeding; provided provided, that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge discharge, or cause the payment or discharge, of any such tax, assessment, charge or claim above so long as (x) the validity thereof is A-28 142 contested in good faith and by appropriate proceedings diligently conducted conducted, and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.

Payment of Taxes and Other Potential Charges and Priority Claims. Except for situations where the failure to pay or discharge would not have a Material Adverse Effect, the Borrower shall, and shall cause each Subsidiary to, pay or discharge: (a) on or prior to the date on which penalties attach are imposed by a taxing authority with respect thereto, all Taxestaxes, assessments and other governmental charges imposed upon it or any of its properties; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Liensuch property; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended; provided thatprovided, that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, commenced the Borrower or such Subsidiary need not pay or discharge any such tax, assessment, charge or claim so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and conducted, (y) such reserves or other appropriate provisions as may be are required by GAAP shall have been made therefor, and (z) such failure will not have a Material Adverse Effect.

Payment of Taxes and Other Potential Charges and Priority Claims. The Borrower shall, and shall cause each Subsidiary of its Subsidiaries to, pay and discharge, or discharge:cause to be paid and discharged, (a) on or prior to the date on which penalties attach thereto, all Taxestaxes, assessments and other governmental charges imposed upon it, or any of them, or any of its, or any of their, properties; (b) on or prior to the date when due, all lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Liensuch property; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended, or under foreign bankruptcy, insolvency or similar Laws; provided provided, that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge discharge, or cause the payment or discharge, of any such tax, assessment, charge or claim above so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor, and (y) such failure to pay or discharge would not have a Material Adverse Effect.

Payment of Taxes and Other Potential Charges and Priority Claims. Borrower The Company shall, and shall cause each Subsidiary to, pay or discharge: (a) on or prior to the date on which penalties attach are imposed by a taxing authority with respect thereto, all Taxesmaterial taxes, assessments and other governmental charges imposed upon it or any of its properties; (b) on or prior to the date when due, all material lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Liensuch property not otherwise permitted under this Agreement; and (c) on or prior to the date when due, all other material lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property not otherwise permitted under this Agreement or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of Borrower the Company or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended; provided PROVIDED that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, Borrower commenced the Company or such Subsidiary need not pay or discharge any such tax, assessment, charge or claim so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.

Payment of Taxes and Other Potential Charges and Priority Claims. The Borrower shall, and shall cause each Subsidiary of its Subsidiaries to, pay and discharge, or discharge:cause to be paid and discharged, (a) on or prior to the date on which material penalties attach thereto, all Taxestaxes, assessments and other governmental charges imposed upon it, or any of them, or any of its, or any of their, properties; (b) on or prior to the date when due, all material lawful claims of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower (other than a Permitted Lien) upon any such property; and (c) on or prior to the date when due, all other material lawful claims which, if unpaid, could might result in the creation of a Lien upon any asset of Borrower other than a Permitted Lien such property or which, if unpaid, could might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party Subsidiary in a case under Title 11 (Bankruptcy) of the United States Codeany bankruptcy, as amendedinsolvency, receivership or similar proceeding; provided provided, that, unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, the Borrower or such Subsidiary need not pay or discharge discharge, or cause the payment or discharge, of any such tax, assessment, charge or claim above so long as (x) the validity thereof is contested in good faith and by appropriate proceedings diligently conducted conducted, and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.