Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.
Appears in 15 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement, Investor Rights Agreement (Collegium Pharmaceutical, Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all material lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 4 contracts
Samples: Senior Subordinated Note Purchase Agreement (Lionbridge Technologies Inc /De/), Senior Subordinated Note Purchase Agreement (Lionbridge Technologies Inc /De/), Senior Subordinated Note Purchase Agreement (Lionbridge Technologies Inc /De/)
Payment of Taxes and Trade Debt. Pay The Company shall pay and discharge, and cause each Subsidiary of its subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiarysubsidiary; provided, however, that neither the Company nor any Subsidiary subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto. Pay The Company shall pay and cause each Subsidiary of its subsidiaries to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness indebtedness incident to the operations of the Company or its Subsidiariessubsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or Subsidiary subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.
Appears in 3 contracts
Samples: Investor Rights Agreement, Investor Rights Agreement (Carbon Black, Inc.), Investor Rights Agreement (Carbon Black, Inc.)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.
Appears in 3 contracts
Samples: Series a Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc), Series E Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc), Series D Convertible Preferred Stock Purchase Agreement (Akamai Technologies Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any the Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 3 contracts
Samples: Note Purchase Agreement (Dynasil Corp of America), Note Purchase Agreement (Dynasil Corp of America), Note Purchase Agreement (Dynasil Corp of America)
Payment of Taxes and Trade Debt. Pay and discharge, and cause ------------------------------- each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any the Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 3 contracts
Samples: Note and Warrant Purchase Agreement (Candela Corp /De/), Secured Subordinated Note and Warrant Purchase Agreement (Providence & Worcester Railroad Co/Ri/), Note and Warrant Purchase Agreement (Peritus Software Services Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary shall have set aside on its books sufficient reserves, if any, with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness indebtedness incident to the operations of the Company or its Subsidiaries, except as such as are being contested in good faith and by proper proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect thereto.
Appears in 2 contracts
Samples: Investor Rights Agreement (Glycomimetics Inc), Investor Rights Agreement (Glycomimetics Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 2 contracts
Samples: Senior Subordinated Secured Note and Warrant Purchase Agreement (SoftBrands, Inc.), Securities Purchase Agreement (Oncure Medical Corp)
Payment of Taxes and Trade Debt. Pay The Company shall pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims claims, which, if unpaid, might become a material lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which that is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect theretothereto as shall be determined by its Board of Directors. Pay The Company shall pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, debt and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper proceedings if the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect theretothereto as shall be determined by its Board of Directors.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Beaulieu Group LLC), Stock Purchase Agreement (Venturi Technologies Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims claims, which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which that is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect theretothereto as shall be determined by its Board of Directors. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or Subsidiary subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect theretothereto as shall be determined by its Board of Directors.
Appears in 1 contract
Samples: Stock Purchase Agreement (Powerwave Technologies Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause ------------------------------- each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior priot to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all material lease obligations, all trade debt, and all other Indebtedness indebtedness incident to the operations of the Company company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Lionbridge Technologies Inc /De/)
Payment of Taxes and Trade Debt. Pay and discharge, and ------------------------------- cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 1 contract
Samples: Senior Subordinated Note and Securities Purchase Agreement (Loislaw Com Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause ------------------------------- each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 1 contract
Samples: Senior Subordinated Note and Securities Purchase Agreement (Loislaw Com Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except (i) such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect theretothereto or (ii) where failure to make such payments would not result in a Material Adverse Effect.
Appears in 1 contract
Samples: Senior Subordinated Secured Note and Warrant Purchase Agreement (Ecollege Com)
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might could reasonably be expected to become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its the Subsidiaries, except such as are being contested in good faith and by proper appropriate proceedings if the Company or the Subsidiary concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 1 contract
Samples: Subordinated Note and Warrant Purchase Agreement (Monitronics International Inc)
Payment of Taxes and Trade Debt. Pay and discharge, and cause ------------------------------- each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, income or profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary entity concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiariesof, except such as are being contested in good faith and by proper appropriate proceedings if the Company or Subsidiary entity concerned shall have set aside on its books sufficient reserves, if any, adequate reserves with respect thereto.
Appears in 1 contract
Payment of Taxes and Trade Debt. Pay and discharge, and cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income, profits or business, or upon any properties belonging to it, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a lien or charge upon any properties of the Company or any Subsidiary; provided, however, provided that neither the Company nor any Subsidiary shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in good faith and by appropriate proceedings if the Company or any Subsidiary shall have set aside on its books sufficient reserves, if any, with respect theretosuch reserve is required by generally accepted accounting practices. Pay and cause each Subsidiary to pay, when due, or in conformity with customary trade terms, all lease obligations, all trade debt, and all other Indebtedness incident to the operations of the Company or its Subsidiaries, except such as are being contested in good faith and by proper proceedings if and the Company or Subsidiary concerned shall have set aside on its books sufficient reserves, if any, with respect theretosuch reserve is required by generally accepted accounting practices.
Appears in 1 contract
Samples: Series a Convertible Preferred Stock Purchase Agreement (Alloy Online Inc)