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

Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that Borrower and its Subsidiaries shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books adequate reserves with respect thereto or (b) the nonpayment thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Chesapeake Utilities Corp), Credit Agreement (Chesapeake Utilities Corp)

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Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries Borrowers will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it them or its their respective income, profits, payroll or any property belonging to iteither of them, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its their properties or assets; provided that Borrower and its Subsidiaries Borrowers shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by itthem, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it they shall have set aside on its books their books, or at the request of Bank (after the occurrence and during the continuation of an Event of Default) deposited with Bank, adequate reserves with respect thereto thereto. No Borrower will file or (b) consent to the nonpayment thereof would notfiling of, individually any consolidated income tax return with any Person other than a Subsidiary or in the aggregate, reasonably be expected to have a Material Adverse Effectother Borrower.

Appears in 2 contracts

Samples: Loan and Security Agreement (National Media Corp), Loan and Security Agreement (National Media Corp)

Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries Pledgor will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it Pledgor or its SAI or upon their respective income, profits, payroll payroll, or any property belonging to itPledgor or SAI, including including, without limitation limitation, all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might would become a lien or charge upon any of its their properties or assets; provided that Borrower and its Subsidiaries Pledgor shall not be required to pay or cause to be paid by SAI any such tax (other than real estate taxes which must be paid regardless of challenge)tax, assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by itPledgor or SAI, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it Pledgor or SAI shall have set aside on its their respective books adequate reserves with respect thereto or (b) the nonpayment thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectthereto.

Appears in 1 contract

Samples: Stock Pledge Agreement (Ea Industries Inc /Nj/)

Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries Obligor will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that Borrower and its Subsidiaries it shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books books, or at the request of Lender deposited with Lender adequate reserves with respect thereto thereto. No Obligor will file or (b) consent to the nonpayment thereof would notfiling of, individually any consolidated income tax return with any person or in the aggregate, reasonably be expected to have entity other than a Material Adverse Effectsubsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Sherwood Brands Inc)

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Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries Obligor will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that Borrower and its Subsidiaries it shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books books, or at the request of Bank deposited with Bank, adequate reserves with respect thereto thereto. No Obligor will file or (b) consent to the nonpayment thereof would notfiling of, individually or in the aggregate, reasonably be expected to have any consolidated income tax return with any Person other than a Material Adverse EffectSubsidiary.

Appears in 1 contract

Samples: Loan and Security Agreement (Uti Energy Corp)

Taxes, Claims for Labor and Materials. Each of the Borrower and its Subsidiaries will pay or cause to be paid when due all taxes, assessments, governmental charges or levies imposed upon it or its income, profits, payroll or any property belonging to it, including without limitation all withholding taxes, and all claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any of its properties or assets; provided that Borrower and its Subsidiaries shall not be required to pay any such tax (other than real estate taxes which must be paid regardless of challenge), assessment, charge, levy or claim so long as (a) the validity thereof shall be contested in good faith by appropriate proceedings promptly initiated and diligently conducted by it, and neither execution nor foreclosure sale or similar proceedings shall have been commenced in respect thereof (or such proceedings shall have been stayed pending the disposition of such contest of validity), and it shall have set aside on its books adequate reserves with respect thereto or (b) the nonpayment thereof would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. WBD (US) 44974205v3

Appears in 1 contract

Samples: Term Loan Credit Agreement (Chesapeake Utilities Corp)

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