Common use of Taxes and Assessments; Tax Indemnity Clause in Contracts

Taxes and Assessments; Tax Indemnity. Borrower and each Guarantor will (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon Borrower or any Guarantor, upon their income and profits or upon any properties belonging to any of them, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of any of their properties; provided, however, that Borrower or any Guarantor in good faith may contest any such tax, assessment, governmental charge or levy so long as appropriate reserves are maintained with respect thereto. If any tax is or may be imposed by any governmental entity in respect of any transaction of Borrower or any Guarantor, which tax Lender is or may be required to withhold or pay, Borrower agrees to indemnify Lender and hold Lender harmless in connection with such taxes, and Borrower will immediately reimburse Lender for any such taxes paid by Lender and added to the Obligations pursuant to the terms hereof.

Taxes and Assessments; Tax Indemnity. Borrower and each Guarantor will shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon Borrower or any either Guarantor, upon their its income and profits or upon any properties belonging to any of themit, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of any of their its properties; provided, however, that Borrower or any Guarantor and Guarantors in good faith may contest any such tax, assessment, governmental charge or levy described in the foregoing clauses (b) and (c) so long as appropriate reserves are maintained with respect thereto. If any tax is or may be imposed by any governmental entity in respect of sales of Borrower's Inventory or the merchandise that is the subject of such sales, or as a result of any other transaction of Borrower or any GuarantorBorrower, which tax Lender is or may be required to withhold or pay, Borrower agrees to indemnify Lender and hold harmless Lender harmless in connection with such taxestaxes (including penalties and interest), and Borrower will shall immediately reimburse Lender for any such taxes amounts paid by Lender Lender, and such amounts shall be added to the Secured Obligations pursuant to the terms hereof.

Taxes and Assessments; Tax Indemnity. Borrower PhyCor and each Guarantor will Guarantors shall (a) file all tax returns and appropriate schedules thereto that are required to be filed under applicable law, prior to the date of delinquency, (b) pay and discharge all taxes, assessments and governmental charges or levies imposed upon Borrower or any GuarantorPhyCor and Guarantors, upon its or their income and profits or upon any properties belonging to any of it or them, prior to the date on which penalties attach thereto, and (c) pay all taxes, assessments and governmental charges or levies that, if unpaid, might become a lien or charge upon any of any of its or their properties; provided, however, that Borrower PhyCor or any Guarantor Guarantors in good faith may contest any such tax, assessment, governmental charge or levy so long as appropriate reserves are maintained with respect thereto. If any tax is or may be imposed by any governmental entity in respect of sales of PhyCor's or Guarantors' inventory or the merchandise that is the subject of such sales, or as a result of any other transaction of Borrower PhyCor or any Guarantor, which tax Lender Issuer is or may be required to withhold or pay, Borrower agrees PhyCor and Guarantors agree to indemnify Lender Issuer and hold Lender Issuer harmless in connection with such taxes, and Borrower will PhyCor and Guarantors shall immediately reimburse Lender Issuer for any such taxes paid by Lender Issuer and added to the Secured Obligations pursuant to the terms hereof.