Taxes; Claims. Will, and will cause each of its Subsidiaries to, pay (a) all federal and state income and other material Taxes imposed upon it or any of its Properties or assets or in respect of any of its income, businesses or franchises before any penalty or fine accrues thereon and (b) all claims (including claims for labor, services, materials and supplies) for sums that have become due and payable and that by law have or may become a Lien upon any of its Properties or assets, prior to the time when any penalty or fine shall be incurred with respect thereto; provided, no such Tax or claim need be paid if it is Properly Contested. The Credit Parties will not, nor will it permit any of its Subsidiaries to, file or consent to the filing of any consolidated income tax return with any Person (other than any other Credit Party).
Taxes; Claims. The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material taxes, assessments and governmental charges or levies imposed upon such Person or upon its income or profits, or upon any properties belonging to such Person, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any properties of the Borrower or any of its Material Subsidiaries, other than any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and with respect to which adequate reserves are set aside on the books of such Person in accordance with GAAP.
Taxes; Claims. The Borrower will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon such Person or upon its income or profits, or upon any properties belonging to such Person, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any properties of such Person, other than any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted, and with respect to which adequate reserves are set aside on the books of such Person in accordance with generally accepted accounting principles.
Taxes; Claims. The Borrowers will pay and discharge, and will cause each Subsidiary to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon such Person or upon its income or profits, or upon any Properties belonging to such Person, prior to the date on which penalties attach thereto, and all lawful claims which, if unpaid, might become a Lien upon any Properties of such Person, other than (i) any such tax, assessment, charge, levy or claim which is being contested in good faith by appropriate proceedings promptly initiated and diligently conducted and with respect to which adequate reserves are set aside on the books of such Person in accordance with Agreement Accounting Principles, or (ii) if the failure to file such tax returns or to pay such taxes, assessments, or governmental charges or levies could not reasonably be expected to have a Material Adverse Effect.
Taxes; Claims. The Borrower and each of the Borrower’s Subsidiaries shall (i) promptly file all material federal, state and local tax returns and other reports which such Person is required by law to file, (ii) maintain adequate reserves for the payment of all material taxes, assessments, governmental charges, and other similar charges, and pay promptly, when due, all such taxes, assessments, and other charges (including employment taxes) in such manner as will not give rise to any Lien other than Customary Permitted Liens, (iii) promptly pay all other Claims (including claims for labor, services, materials and supplies) that have become due and payable and that by law have or may give rise to a Lien on such Person’s property or assets, prior to the time when any penalty or fine may be incurred with respect thereto and otherwise in such manner as will not give rise to any Lien other than Customary Permitted Liens, and (iv) pay all trade accounts payable in accordance with customary business terms; provided that none of the Borrower or any of the Borrower’s Subsidiaries shall be required to pay any such tax, assessment, charge, claim or account which (x) (1) is being contested in good faith by appropriate proceedings which will prevent the forfeiture or sale of any Property or any material interference with the use thereof by such Person, and (2) has been adequately reserved against in accordance with GAAP or (y) if not so paid, could not reasonably be expected to have a Material Adverse Effect.
Taxes; Claims. CTI shall pay promptly when due all Taxes or other fees, assessments or charges of a Governmental Entity imposed upon, and all claims (including claims for labor, materials and supplies) of any Person against, the Collateral, except to the extent the validity or amount thereof is being contested in good faith and adequate reserves are being maintained in connection therewith.
Taxes; Claims. Subject to the provisions of Section 7.05(b), the Company shall pay and discharge, and shall cause each Business Unit Entity to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon the Assets comprising any Business Unit and all lawful Claims, other than such failures to pay and discharge taxes, assessments, charges, levies and Claims which, alone or together with all such other such failures, could not reasonably be expected to have a Material Adverse Effect.
Taxes; Claims. Pay and discharge all taxes, assessments and governmental charges and all other charges and claims by other Persons upon it or them, its or their income and its or their properties prior to the dates on which such amounts are due or on which penalties are attached thereto, unless and only to the extent that (i) such taxes or other claims shall be contested in good faith and by appropriate proceedings by the Borrower, any Guarantor or any Subsidiary, as the case may be, and (ii) there be adequate reserves therefor in accordance with GAAP entered on the books of the Borrower, any Guarantor or any Subsidiary.
Taxes; Claims. Each Credit Party and each of its Subsidiaries shall (a) timely file all federal, state and local tax returns and other reports which such Credit Party and such Subsidiaries are required by law to file or obtain an appropriate extension for filing thereof, (b) maintain adequate reserves on its books in accordance with GAAP for the payment of all material taxes, assessments and governmental charges, and pay prior to delinquency all such taxes, assessments and governmental charges, and (c) pay all other material claims (including, without limitation, claims for labor, services, materials and supplies) that have become due and payable and that by law have or may become a Lien on International's property or assets, prior to the time when any penalty or fine may be incurred with respect thereto, other than any such tax, assessment, charge, levy or claim which is being contested in good faith, by proper proceedings and with respect to which adequate reserves have been established.
Taxes; Claims. The Borrower shall, and shall cause each of its Subsidiaries to, (i) promptly file all federal, state and local tax returns and other reports which the Borrower or any such Subsidiary is required by law to file, (ii) maintain adequate reserves for the payment of all taxes, assessments, governmental charges, and other similar charges, and pay promptly, when due, all such taxes, assessments, and other charges in such manner as will not give rise to any Lien other than Customary Permitted Liens, (iii) promptly pay all other Claims (including claims for labor, services, materials and supplies) that have become due and payable and that by law have or may give rise to a Lien on the Borrower's or such Subsidiary's property or assets, prior to the time when any penalty or fine may be incurred with respect thereto and otherwise in such manner as will not give rise to any Lien other than Customary Permitted Liens, and (iv) pay all trade accounts payable in accordance with usual and customary business terms; provided that the Borrower and its Subsidiaries shall not be required to pay any such tax, assessment, charge, claim or account which (x) is being contested in good faith by appropriate proceedings which will prevent the forfeiture or sale of any Property of the Borrower or any of its Subsidiaries or any material interference with the use thereof by the Borrower or any such Subsidiary, and (y) has been fully reserved against in accordance with GAAP.
