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 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, warehousing and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all Laws applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value of the Pledged Collateral or an adverse effect on the Lien on such Pledged Collateral granted to 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; PROVIDED, HOWEVER, that in connection with such contest, such Pledgor shall 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. 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 (B) 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 sufficient time to prevent the imposition of remedies in respect of such default or prospective default.

Appears in 1 contract

Samples: Security Agreement (Quest Diagnostics Inc)

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Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which any 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, warehousing materials and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all Laws laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material an adverse effect on the value or use of the Pledged Collateral or an adverse effect on the Lien on such Pledged Collateral granted to 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 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. Notwithstanding , and (b) at the foregoing provisions option and upon the request 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 (B) unless such Pledgor shall have furnished a bond or, other security therefor satisfactory to the Administrative Agent, any other affected Secured Party, any additional civil liability for failure have deposited with the Administrative Agent a sum sufficient to comply with pay and discharge such obligation and (y) if at any time payment the Administrative Agent's estimate of any obligation imposed upon such Pledgor by this SUBSECTION 5(O) shall become necessary to prevent the imposition of remedies because of non-paymentall interest and penalties related thereto, such Pledgor shall pay the same in sufficient time sum to prevent the imposition of remedies in respect of be released as soon as all such default obligations have been satisfied or prospective defaultwithdrawn.

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 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, warehousing and supplies) against, the Pledged Collateral. Each Pledgor shall comply with all Laws laws, rules and regulations applicable to the Pledged Collateral the failure to comply with which would have a material adverse effect on the value of the Pledged Collateral or an adverse effect on the Lien on such Pledged Collateral granted to Administrative Agent hereunderMaterial 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(Osubsection 5(o) by appropriate legal or administrative proceedingsadministrative; provided, 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, HOWEVERhowever, that in connection with such contest, such Pledgor shall (i) 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, 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(Osubsection 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 (B) unless such Pledgor shall have furnished a bond or, other security therefor reasonably satisfactory to 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(Osubsection 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: Credit Agreement (General Automation Inc/Il)

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Payment of Taxes; Compliance with Laws; Claims. Each Pledgor shall pay prior to the date on which any 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, warehousing 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 Requirements of Law applicable to the Pledged Collateral the failure to comply with which would would, individually or in the aggregate, have a material adverse effect on the value of the Pledged Collateral or an adverse effect on the Lien on such Pledged Collateral granted to Administrative Agent hereunderMaterial Adverse Effect. Notwithstanding the foregoing, each Each Pledgor may at its own expense contest the validity, amount or applicability of any of Claims so long as the obligations described contest thereof shall be conducted in the preceding sentences of this SUBSECTION 5(O) by appropriate legal or administrative proceedingsaccordance with, 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 have made provision for the payment of such contested amount on such Pledgor's books if and permitted pursuant to the extent required by generally accepted accounting principlesprovisions of, the Credit Agreement. Notwithstanding the foregoing provisions of this SUBSECTION 5(O)Section 4.9, (xi) no contest of any such obligation may be pursued by such Pledgor if such contest would expose Administrative the Collateral Agent or any other Secured Party to (A) any possible criminal liability or (B) 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 obligations unless such Pledgor shall have furnished a bond or other security therefor satisfactory to the Collateral Agent, or such Secured Party, as the case may be and (yii) if at any time payment or performance of any obligation imposed upon contested by such Pledgor by pursuant to this SUBSECTION 5(O) Section 4.9 shall become necessary to prevent the imposition of remedies because of non-payment, such Pledgor shall pay or perform the same in sufficient time to prevent the imposition of remedies in respect of such default or prospective default.

Appears in 1 contract

Samples: Pledge Agreement (Adesa Inc)

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