Common use of Payment of Taxes, Etc Clause in Contracts

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, if the failure to pay and discharge would have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all lawful claims that are material in amount which, if unpaid, might would by law become a Lien upon its Propertyproperty; provided, however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, levy or claim which is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves are being maintained in conformity accordance with GAAP have been providedGAAP.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Restricted Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Restricted Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all income and other material taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (bii) all lawful claims that are material in amount whichthat, if unpaid, might would by law become a Lien upon its PropertyProperty (other than Liens of the type described in clause (b) of the definition of “Permitted Liens”); provided, however, that neither the Borrower Harley nor any such Subsidiary of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves are being maintained in conformity accordance with GAAP have been providedAgreement Accounting Principles, unless and until any Lien resulting therefrom attaches to its Property and becomes enforceable against its other creditors.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, if the failure to so pay and discharge would have a material adverse effect on the financial condition or operations of the Borrower and its Subsidiaries, taken as a whole, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amountproperty, prior to the date on which penalties attach thereto and (bii) all lawful claims that are material in amount which, if unpaid, might will by law become a Lien upon its Propertyproperty; provided, however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, levy or claim which is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves are being maintained in conformity accordance with GAAP have been providedGAAP.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which such reserves in conformity with GAAP as may be required by GAAP, if any, have been providedestablished.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxesTaxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such taxTax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been providedestablished.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all lawful claims that are material in amount whichthat, if unpaid, might would by law become a Lien upon its Propertyproperty (other than Liens of the type described in clause (b) of the definition of “Permitted Liens”); provided, however, that neither the Borrower nor any such Subsidiary of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves in conformity with GAAP have been providedare being maintained, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its ---------------------- Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all income and all other material taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all lawful claims that are material in amount whichthat, if unpaid, might by law become a Lien upon its Propertyproperty except such claims that, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, -------- however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be ------- required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves are being maintained in conformity accordance with GAAP have been providedGAAP.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Subsidiaries (other than Immaterial Subsidiaries) to pay and discharge, before the same shall become delinquent, (ai) all material taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all material lawful claims that are material claims, that, in amount whichthe cases of clauses (i) and (ii), if unpaid, might by law become a Lien upon its Propertyproperty that would be prohibited under Section 5.02(a); provided, however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves are being maintained in conformity accordance with GAAP have been providedGAAP.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay Pay and discharge, before the same shall become delinquent, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto thereto, and (bii) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Propertyproperty except where any failure to pay and discharge could not reasonably be expected to cause a Material Adverse Change; provided, however, that neither the Borrower nor any such Subsidiary shall not be required to pay or discharge any such tax, assessment, charge, levy, or claim which is not yet due or is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Material Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all lawful claims that are material in amount whichthat, if unpaid, might by law become a Lien upon its Propertyproperty, except in each case to the extent that failure to do so is not reasonably likely to result in a Material Adverse Effect; provided, however, that neither the Borrower nor any such Subsidiary of its Material Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, levy or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves in conformity with GAAP have been providedare being maintained to the extent required by generally accepted accounting principles, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

Payment of Taxes, Etc. The Each Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries the Guarantors to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; providedPROVIDED, howeverHOWEVER, that neither the Borrower nor any such Subsidiary Guarantor shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall will pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, amount prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; providedPROVIDED, howeverHOWEVER, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Restricted Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto property and (bii) all lawful claims that are material in amount whichthat, if unpaid, might by law become a Lien upon its Propertyproperty, in each case that, if not paid, could reasonably be expected to result in a Material Adverse Effect; provided, however, that neither the Borrower nor any such Subsidiary of its Restricted Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves in conformity with GAAP have been providedare being maintained.

Payment of Taxes, Etc. The Each Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the no Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall will pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, delinquent (ai) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (bii) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its or its Subsidiaries' Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, levy or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.. HOUSTON\2059604 -56-

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount excess of $2,500,000 which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim levy which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with required by GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall will pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay and dischargeshall, and shall cause each of its Subsidiaries to to, pay and discharge, discharge before the same shall become delinquent, (a) all taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (a) all taxes, assessments, and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, prior to the date on which penalties attach thereto and (b) all lawful claims that are material in amount which, if unpaid, might by law become a Lien upon its Property; provided, however, -51- 57 that neither the Borrower nor any such Subsidiary shall be required to pay or discharge any such tax, assessment, charge, levy, or claim which is being contested in good faith and by appropriate proceedings, and with respect to which reserves in conformity with GAAP have been provided.

Payment of Taxes, Etc. The Borrower shall pay Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (ai) all material taxes, assessments, assessments and governmental charges or levies imposed upon it or upon its income or profits or Property that are material in amount, property prior to the date on which material penalties attach thereto thereto, and (bii) all lawful material claims that are material in amount whichthat, if unpaid, might by law become a material Lien upon the property of the U.S. Borrower or its PropertySubsidiaries not otherwise expressly permitted under this Agreement; provided, however, that neither the Borrower nor any such Subsidiary of its Subsidiaries shall be required to pay or discharge any such tax, assessment, charge, levy, charge or claim which that is being contested in good faith and by appropriate proceedings, proper proceedings and with respect as to which appropriate reserves (in conformity the good faith judgment of its management) are being maintained in accordance with GAAP have been providedGAAP.