Common use of Payment of Taxes; Compliance with Laws; Claims Clause in Contracts

Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material penalties would attach thereto all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have an adverse effect on the value or use of such Pledged Collateral or the Lien on such Pledged Collateral granted to Collateral Agent hereunder. Notwithstanding the foregoing, each Pledgor may at its own expense contest the amount or applicability of any of the obligations described in the preceding sentences by appropriate legal or administrative proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Pledged Collateral or any part thereof to satisfy the same; provided, however, that in connection with such contest, such Pledgor shall (a) have made provision for the payment of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles or (b) bonded such obligation in form and amount reasonably satisfactory to Collateral Agent.

Appears in 1 contract

Samples: S. Security Agreement (Morris Material Handling Inc)

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Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material penalties would attach thereto all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have an adverse effect on the value or use of such the Pledged Collateral or the Lien on such Pledged Collateral granted to Collateral the Administrative Agent hereunder. Notwithstanding the foregoing, each Pledgor may at its own expense contest the amount or applicability of any of the obligations described in the preceding sentences by appropriate legal or administrative proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Pledged Collateral or any part thereof to satisfy the same; provided, however, that in connection with such contest, such Pledgor shall (a) have made provision for the payment of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles or principles, and (b) bonded at the option and upon the request of the Administrative Agent, have deposited with the Administrative Agent a sum sufficient to pay and discharge such obligation in form and amount reasonably satisfactory the Administrative Agent's estimate of all interest and penalties related thereto, such sum to Collateral Agentbe released as soon as all such obligations have been satisfied or withdrawn.

Appears in 1 contract

Samples: Security Agreement (Centennial Communications Corp /De)

Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material any penalties would attach thereto all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials materials, warehousing and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all laws, rules and regulations Laws applicable to the Pledged Collateral the failure to comply with which would have an a material adverse effect on the value or use of such the Pledged Collateral or an adverse effect on the Lien on such Pledged Collateral granted to Collateral Administrative Agent hereunder. Notwithstanding the foregoing, each Pledgor may at its own expense contest the amount or applicability of any of the obligations described in the preceding sentences of this SUBSECTION 5(O) by appropriate legal or administrative proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Pledged Collateral or any part thereof to satisfy the same; providedPROVIDED, howeverHOWEVER, that in connection with such contest, such Pledgor shall (a) have made provision for the payment of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles principles. Notwithstanding the foregoing provisions of this SUBSECTION 5(O), (x) no contest of any such obligation may be pursued by such Pledgor if such contest would expose Administrative Agent or any other Secured Party to (A) any possible criminal liability or (bB) bonded unless such Pledgor shall have furnished a bond or, other security therefor satisfactory to Administrative Agent, any other affected Secured Party, any additional civil liability for failure to comply with such obligation and (y) if at any time payment of any obligation imposed upon such Pledgor by this SUBSECTION 5(O) shall become necessary to prevent the imposition of remedies because of non-payment, such Pledgor shall pay the same in form and amount reasonably satisfactory sufficient time to Collateral Agentprevent the imposition of remedies in respect of such default or prospective default.

Appears in 1 contract

Samples: Security Agreement (Quest Diagnostics Inc)

Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material penalties would attach thereto all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have an adverse effect on the value or use of such the Pledged Collateral or the Lien on such Pledged Collateral granted to Collateral Administrative Agent hereunder. Notwithstanding the foregoing, each Pledgor may at its own expense contest the amount or applicability of any of the obligations described in the preceding sentences by appropriate legal or administrative proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Pledged Collateral or any part thereof to satisfy the same; provided, however, that in connection with such contest, such Pledgor shall (a) have made provision for the payment of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles or principles, and (b) bonded at the option and upon the request of Administrative Agent, have deposited with Administrative Agent a sum sufficient to pay and discharge such obligation in form and amount reasonably satisfactory Administrative Agent's estimate of all interest and penalties related thereto, such sum to Collateral Agentbe released as soon as all such obligations have been satisfied or withdrawn.

Appears in 1 contract

Samples: Security Agreement (Centennial Cellular Corp)

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Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material penalties would attach thereto represents and warrants that all property and other taxes, assessments and governmental charges Claims imposed upon or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, assessed against the Pledged CollateralCollateral have been paid and discharged unless they were not required to be paid or discharged in accordance with Section 5.05(a) of the Credit Agreement. Each Pledgor shall comply with all laws, rules and regulations Requirements of Law applicable to the Pledged Collateral the failure to comply with which would would, individually or in the aggregate, have an adverse effect on the value or use of such Pledged Collateral or the Lien on such Pledged Collateral granted to Collateral Agent hereundera Material Adverse Effect. Notwithstanding the foregoing, each Each Pledgor may at its own expense contest the validity, amount or applicability of any Claims so long as the contest thereof shall be conducted in accordance with, and permitted pursuant to the provisions of, the Credit Agreement. Notwithstanding the foregoing provisions of this Section 4.9, (i) no contest of any such obligation may be pursued by such Pledgor if such contest would expose the Collateral Agent or any other Secured Party to (A) any possible criminal liability or (B) any additional civil liability for failure to comply with such obligations described in unless such Pledgor shall have furnished a bond or other security therefor satisfactory to the preceding sentences Collateral Agent, or such Secured Party, as the case may be and (ii) if at any time payment or performance of any obligation contested by appropriate legal or administrative proceedings, prosecution of which operates such Pledgor pursuant to this Section 4.9 shall become necessary to prevent the collection thereof and the sale or forfeiture imposition of the Pledged Collateral or any part thereof to satisfy the same; provided, however, that in connection with such contestremedies because of non-payment, such Pledgor shall (a) have made provision for pay or perform the payment same in sufficient time to prevent the imposition of remedies in respect of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles default or (b) bonded such obligation in form and amount reasonably satisfactory to Collateral Agentprospective default.

Appears in 1 contract

Samples: Pledge Agreement (Adesa Inc)

Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which material any penalties would attach thereto all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials materials, warehousing and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have an adverse effect on the value or use of such Pledged Collateral or the Lien on such Pledged Collateral granted to Collateral Agent hereundera Material Adverse Effect. Notwithstanding the foregoing, each Pledgor may at its own expense contest the amount or applicability of any of the obligations described in the preceding sentences of this subsection 5(o) by appropriate legal or administrative proceedings, prosecution of which operates to prevent the collection thereof and the sale or forfeiture of the Pledged Collateral or any part thereof to satisfy the sameadministrative; provided, however, that in connection with such contest, such Pledgor shall (ai) have made provision for the payment of such contested amount on such Pledgor's books if and to the extent required by generally accepted accounting principles principles, and (ii) during the continuance of a Default at the option and upon the request of the Administrative Agent, have deposited with the Administrative Agent a sum sufficient to pay and discharge such obligation and the Administrative Agent's estimate of all interest and penalties related thereto. Notwithstanding the foregoing provisions of this subsection 5(o), (x) no contest of any such obligation may be pursued by such Pledgor if such contest would expose the Administrative Agent or any other Secured Party to (A) any possible criminal liability or (bB) bonded unless such obligation in form and amount Pledgor shall have furnished a bond or, other security therefor reasonably satisfactory to Collateral the Administrative Agent, any other affected Secured Party, any additional civil liability for failure to comply with such obligation and (y) if at any time payment of any obligation imposed upon such Pledgor by this subsection 5(o) shall become necessary to prevent the imposition of remedies because of non-payment, such Pledgor shall pay the same in sufficient time to prevent the imposition of remedies in respect of such default or prospective default.

Appears in 1 contract

Samples: Security Agreement (General Automation Inc/Il)

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