Payment of Taxes, Etc. The Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by the Borrower or any of its Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 16 contracts
Samples: Term Loan Credit Agreement (Installed Building Products, Inc.), Term Loan Credit Agreement (Installed Building Products, Inc.), Credit Agreement (Builders FirstSource, Inc.)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all its obligations and liabilities in respect of Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where to the extent (ai) the same any such Taxes are being contested in good faith and by an appropriate proceeding proceedings diligently conducted by that stay the Borrower or any enforcement of its Subsidiaries the Tax in question and for which adequate reserves have been provided in accordance with GAAP or (bii) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 8 contracts
Samples: Super Senior Credit Agreement (CPI Card Group Inc.), First Lien Amending Agreement (CPI Card Group Inc.), First Lien Credit Agreement (CPI Card Group Inc.)
Payment of Taxes, Etc. The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by the Borrower or any of its Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: First Lien Credit Agreement (Franchise Group, Inc.), Second Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its their respective Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (LivaNova PLC), Credit Agreement (LivaNova PLC), Incremental Facility Amendment (LivaNova PLC)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all its obligations and liabilities in respect of Taxes (whether including in its capacity as a withholding agent) levied or not shown on a Tax return) imposed upon it or its properties, income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where to the extent (ai) the same any such Taxes are being contested in good faith and by an appropriate proceeding diligently conducted by the Borrower or any of its Subsidiaries proceedings and for which adequate reserves have been provided in accordance with GAAP or (bii) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Second Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.), First Lien Credit Agreement (NEP Group, Inc.)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Credit Agreement (E2open Parent Holdings, Inc.), Amendment No. 1 (Tenable Holdings, Inc.), Credit Agreement (E2open Parent Holdings, Inc.)
Payment of Taxes, Etc. The Borrower will, and will cause each Restricted Subsidiary to, pay all its obligations and liabilities in respect of Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where to the extent (ai) the same any such Taxes are being contested in good faith and by an appropriate proceeding proceedings diligently conducted by the Borrower or any of its Subsidiaries and for which adequate reserves have been provided in accordance with GAAP or (bii) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc), Credit Agreement (Greenhill & Co Inc)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all its obligations and liabilities in respect of Taxes (whether including in its capacity as a withholding agent) levied or not shown on a Tax return) imposed upon it or its properties, income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where to the extent (ai) the same any such Taxes are being contested in good faith and by an appropriate proceeding diligently conducted by the Borrower or any of its Subsidiaries proceedings and for which adequate reserves have been provided in accordance with GAAP or (bii) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)
Payment of Taxes, Etc. The Borrower willshall, and will shall cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or obligations in respect of its property or assetsall Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (ai) the same are amount or validity thereof is being contested in good faith by an appropriate proceeding diligently conducted by proceedings and the Borrower or any of a Subsidiary thereof has set aside on its Subsidiaries books adequate reserves therefor in accordance with GAAP or (bii) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Consent and Exchange Agreement (EP Energy LLC), Term Loan Agreement (MBOW Four Star, L.L.C.)
Payment of Taxes, Etc. The Borrower will, and will cause each Restricted Subsidiary to, pay all its obligations and its liabilities in respect of Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where to the extent (ai) the same any such Taxes are being contested in good faith and by an appropriate proceeding proceedings diligently conducted by the Borrower or any of its Subsidiaries and for which adequate reserves have been set aside on such Person’s books in accordance with GAAP or (bii) the failure to make such payment would not reasonably be expected, individually or in the aggregate, to result in have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Zix Corp)
Payment of Taxes, Etc. The Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its their respective Subsidiaries or (b) the failure to make payment would could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Gogo Inc.)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its the Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 1 contract
Samples: First Lien Credit Agreement (Brigham Minerals, Inc.)
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its Subsidiaries or (b) the failure to make AMERICAS 107903477 payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 1 contract
Payment of Taxes, Etc. The Each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, pay all Taxes (whether or not shown on a Tax return) imposed upon it or its income or properties or in respect of its property or assets, before the same shall become delinquent or in default, except AMERICAS 107903477 where (a) the same are being contested in good faith by an appropriate proceeding diligently conducted by Holdings, the Borrower or any of its Subsidiaries or (b) the failure to make payment would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 1 contract