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

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiary; provided the Company or such 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 9 contracts

Samples: Debenture Purchase Agreement (Altris Software Inc), Debenture Purchase Agreement (Compass Plastics & Technologies Inc), Debenture Purchase Agreement (Cover All Technologies Inc)

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Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiary; provided the Company or such Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (ia) 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (iib) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 5 contracts

Samples: Debenture Purchase Agreement (Teltronics Inc), Preferred Stock Purchase Agreement (Teltronics Inc), Debenture Purchase Agreement (Aqua Care Systems Inc /De/)

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiarysubsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiarysubsidiary; provided the Company or such Subsidiary subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (ia) 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 Subsidiary subsidiary or any material interference with the use thereof by the Company or such Subsidiarysubsidiary, and (iib) the Company or such Subsidiary subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 2 contracts

Samples: Exchange Agreement (Argosy Investment Partners Lp), Exchange Agreement (Berger Holdings LTD)

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful Material taxes, assessments and governmental charges or levies imposed upon the Company or such Subsidiary, respectively, or upon or in respect of all or any part of the Material property or business of the Company or such Subsidiary, respectivelyin all cases before the same shall become delinquent, (ii) all Material trade accounts payable in accordance with usual and customary business terms, and (iii) all Material claims for work, labor or materials, which if unpaid might become a lien or charge encumbrance upon any property of the Company or such Subsidiary; provided the Company or such Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (ia) 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (iib) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Nexell Therapeutics Inc

Taxes, Claims for Labor and Materials. The Except where failure to do so does not and would not constitute a Material Adverse Event, the Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiary; provided the Company or such 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Debt Conversion Agreement (Altris Software Inc)

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such SubsidiarySubsidiary (including, respectivelybut not limited to the Collateral), (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such SubsidiarySubsidiary (including, but not limited to the Collateral); provided the Company or such 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate in accordance with GAAP with respect thereto.

Appears in 1 contract

Samples: Note Agreement (World Acceptance Corp)

Taxes, Claims for Labor and Materials. The Company Borrower will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company Borrower or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company Borrower or such Subsidiary; provided the Company Borrower or such 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 Borrower or such Subsidiary or any material interference with the use thereof by the Company Borrower or such Subsidiary, and (ii) the Company Borrower or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Loan Agreement (Smart Choice Automotive Group Inc)

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Taxes, Claims for Labor and Materials. The Company will ------------------------------------- promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiary; provided the Company or such 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Clinicor Inc)

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Consolidated Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the Company or such Consolidated Subsidiary, respectively, or upon or in respect of all or any part of the property or business of the Company or such Consolidated Subsidiary, respectively, (ii) all material trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge Lien upon any property of the Company or such Consolidated Subsidiary; provided , provided, however, that the Company or such Consolidated 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 material property of the Company or such Consolidated Subsidiary or any material interference with the use thereof by the Company or such Consolidated Subsidiary, and (ii) the Company or such Consolidated Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto.

Appears in 1 contract

Samples: Allied Capital Corp

Taxes, Claims for Labor and Materials. The Company will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectively, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid might become a lien or charge upon any property of the Company or such Subsidiary; provided the Company or such 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 Subsidiary or any material interference with the use thereof by the Company or such Subsidiary, and (ii) the Company or such Subsidiary shall set aside on its books, reserves deemed by it to be adequate with respect thereto, subject to the terms of Section 5.8 hereof.

Appears in 1 contract

Samples: Debenture Purchase Agreement (Universal Automotive Industries Inc /De/)

Taxes, Claims for Labor and Materials. The Company and its Subsidiaries will promptly pay and discharge, and will cause each Subsidiary promptly to pay and discharge, discharge (i) all lawful taxes, assessments and governmental charges or levies imposed upon the property or business of the Company or such Subsidiary, respectivelyand/or its Subsidiaries, (ii) all trade accounts payable in accordance with usual and customary business terms, and (iii) all claims for work, labor or materials, which if unpaid unpaid, might become a lien or charge upon any property of the Company or such Subsidiaryand/or its Subsidiaries; provided provided, however, neither the Company or such nor any Subsidiary shall not be required to pay any such tax, assessment, charge, levy, account payable or claim if (ia) 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 Subsidiary and/or its Subsidiaries or any material interference with the use thereof by the Company or such Subsidiaryand/or its Subsidiaries, and (iib) the Company or such Subsidiary shall set aside on its books, reserves reasonably deemed by it to be adequate with respect theretothereto to the extent required under GAAP.

Appears in 1 contract

Samples: Convertible Subordinated Loan and Warrant Purchase Agreement (Imagemax Inc)

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