Common use of Taxes, Claims for Labor and Materials, Compliance with Laws Clause in Contracts

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property of the Company or such Restricted Subsidiary; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 2 contracts

Samples: Note Agreement (Professional Lease Management Income Fund I LLC), Note Agreement (PLM Equipment Growth Fund)

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Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company Each of the Constituent Companies will promptly pay and discharge, and will cause each Restricted Subsidiary of its Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the such Constituent Company or such Restricted SubsidiarySubsidiaries, respectively, or upon or in respect of all or any part of the Property property or business of the such Constituent Company or such Restricted SubsidiarySubsidiaries, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property property of the such Constituent Company or such Restricted SubsidiarySubsidiaries; provided the that no Constituent Company or such Restricted nor any Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property property of the such Constituent Company or such Restricted Subsidiary or any material interference with the use thereof by the such Constituent Company or such Restricted Subsidiary, and (ii2) the such Constituent Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 2 contracts

Samples: Agreement (Unitog Co), Unitog Co

Taxes, Claims for Labor and Materials, Compliance with Laws. (ai) The Company will promptly Promptly pay and discharge, and will cause each Restricted Subsidiary of its Material Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company it or such Restricted Material Subsidiary, respectively, or upon or in respect of all or any part of the Property its property or business or of the Company or such Restricted Material Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property of the Company its property or such Restricted Material Subsidiary; provided the Company it or such Restricted Material Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property of the Company its property or such Restricted Material Subsidiary or any material interference with the use thereof by the Company it or such Restricted Material Subsidiary, and (ii2) the Company it or such Restricted Material Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 2 contracts

Samples: Construction Agency Agreement (Mondavi Robert Corp), Participation Agreement (Mondavi Robert Corp)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property property of the Company or such Restricted Subsidiary; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii2) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (Shade Acquisition Inc)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will shall, and shall cause its Subsidiaries to, promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectivelyand its Subsidiaries, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted SubsidiaryCompany, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property property of the Company or such Restricted Subsidiaryits Subsidiaries; provided the Company or such Restricted Subsidiary and its Subsidiaries shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which that will prevent the forfeiture or sale of any Property property of the Company or such Restricted Subsidiary its Subsidiaries or any material interference with the use thereof by the Company or such Restricted Subsidiaryand its Subsidiaries, and (ii) the Company or such Restricted Subsidiary and its Subsidiaries shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note and Security Agreement (Siemann Educational Systems Inc)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company Each Obligor will promptly pay and discharge, and will cause each Restricted Subsidiary of its respective Subsidiaries promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company such obligor or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company such Obligor or such Restricted Subsidiary, all respective trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property property of the Company such Obligor or such Restricted Subsidiary; provided the Company PROVIDED such Obligor or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property property of the Company such Obligor or such Restricted Subsidiary or any material interference with the use thereof by the Company such Obligor or such Restricted Subsidiary, and (ii2) the Company such Obligor or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (Middleby Corp)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might could reasonably be expected to become a Lien or charge upon any Property property of the Company or such Restricted Subsidiary; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii2) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (Wolverine World Wide Inc /De/)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, it or upon or in respect of all or any part of the Property its property or business of the Company or such Restricted Subsidiarybusiness, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property of the Company or such Restricted Subsidiaryits property; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, Subsidiary and (ii2) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it the Company to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (Johnson Worldwide Associates Inc)

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Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and dischargewill, and will cause each Restricted Subsidiary promptly to (i) pay and discharge, discharge all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted Subsidiary, and (ii) pay and discharge, or make arrangement to pay and discharge, in the ordinary course of its business , all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which any of which, if unpaid unpaid, might become a Lien or charge (other than a Lien permitted pursuant to this Agreement) upon any Principal Property of the Company or such Restricted Subsidiary; provided, however, that the foregoing shall apply only if the effect of the failure of the Company or any Subsidiary to take such action would be to cause a Material Adverse Effect; provided further that the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (ix) the validity, applicability or amount validity thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property material property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.and

Appears in 1 contract

Samples: Three Year Credit Agreement (Goodrich Corp)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property of the Company or such Restricted Subsidiary; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i1) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii2) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (Russell Corp)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, prior to delinquency, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business termspayable, and all claims for work, labor or materials, which if unpaid might become a Lien or charge upon any Property property of the Company or such Restricted Subsidiary; provided provided, however, that the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property material property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (California Water Service Group)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, it or upon or in respect of all or any part of the Property its property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materialsmaterials which, which if unpaid unpaid, might become a Lien or charge upon any of its Property of material to the Company or such and its Restricted SubsidiarySubsidiaries taken as a whole unless permitted by Section 6.11 hereof; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, books reserves deemed by it the Company in its reasonable business judgment to be adequate with respect theretothereto or such greater amount as may be required by GAAP.

Appears in 1 contract

Samples: Credit Agreement (Alumax Inc)

Taxes, Claims for Labor and Materials, Compliance with Laws. (a) The Company will promptly pay and discharge, and will cause each Restricted Subsidiary promptly to pay and discharge, all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Restricted Subsidiary, respectively, or upon or in respect of all or any part of the Property property or business of the Company or such Restricted Subsidiary, all trade accounts payable in accordance with usual and customary business terms, and all claims for work, labor or materials, which if unpaid might become a Lien lien or charge upon any Property property of the Company or such Restricted Subsidiary; provided the Company or such Restricted Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (i) the validity, applicability or amount thereof is being contested in good faith by appropriate actions or proceedings which will prevent the forfeiture or sale of any Property material property of the Company or such Restricted Subsidiary or any material interference with the use thereof by the Company or such Restricted Subsidiary, and (ii) the Company or such Restricted Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Note Agreement (AbitibiBowater Inc.)

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