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. Except for matters that could not, individually or in the aggregate, have a Material Adverse Effect, each Loan Party shall, and shall cause each of its Subsidiaries to, pay or discharge (a) on or prior to the date on which penalties attach thereto, all taxes, 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, might result in the creation of a Lien upon any such property; and (c) on or prior to the date when due, all other lawful claims which, if unpaid, might result in the creation of a Lien upon any such property or which, if unpaid, might give rise to a claim entitled to priority over general creditors of such Loan Party or Subsidiary 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, such Loan Party or 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, (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 matters that could not, individually or in the aggregate, have a Material Adverse Effect, each Loan Party The Borrower shall, and shall cause each of its Subsidiaries 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 material 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, might result in the creation of a Lien upon any such property; and (c) on or prior to the date when due, all other material lawful claims which, if unpaid, might result in the creation of a Lien upon any such property or which, if unpaid, might give rise to a claim entitled to priority over general creditors of the Borrower or such Loan Party or Subsidiary in a case under Title 11 (Bankruptcy) of the United States Code, as amended; providedPROVIDED, that unless and until foreclosure, distraint, levy, sale or similar proceedings shall have been commenced, commenced the Borrower or such Loan Party or 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, conducted and (y) such reserves or other appropriate provisions as may be required by GAAP shall have been made therefor.