Common use of Taxes and Other Obligations Clause in Contracts

Taxes and Other Obligations. Except as otherwise permitted by the terms of this Agreement, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, such Borrower need not pay any tax, fee, assessment, or governmental charge, that (w) it is contesting in good faith by appropriate proceedings diligently pursued, (x) such Borrower has established proper reserves for as provided in accordance with GAAP, (y) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms The Loan Party shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due (after giving effect to extensions obtained in accordance with applicable law) all tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, processors and other like Persons, and all other indebtedness Debt owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, such Borrower so long as the Loan Party has notified the Agent in writing, neither the Loan Party nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge, or claims or Debt described in clause (b) or (c), that (wi) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) such Borrower the Loan Party or its Subsidiary, as the case may be, has established proper reserves for as provided in accordance with GAAP, and (yiii) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms Each Borrower shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims of materialmen, processors, converters, mechanics, carriers, warehousemen, landlords, processors, landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, such Borrower so long as Borrowers have notified Agent in writing, neither of the Borrowers nor any of their respective Subsidiaries need not pay any tax, fee, assessment, or governmental charge, that (wi) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) such the applicable Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in accordance with GAAP, and (yiii) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms of this AgreementAgreement and permitted statutory exemptions, each Borrower Obligated Party shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such Borrower Obligated Party need not pay any tax, fee, assessment, or governmental charge, that of the foregoing (w) which it is contesting in good faith by appropriate proceedings diligently pursued, (x) such Borrower for which it has established proper reserves for as provided in accordance with required under GAAP, (y) for which no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $250,0002,000,000, such Borrower Obligated Party has notified the Agent in writing of any contest described in CLAUSE clause (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms of this AgreementAgreement and permitted statutory exemptions, each Borrower Obligated Party shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such Borrower Obligated Party need not pay any tax, fee, assessment, or governmental charge, that charge (w) which it is contesting in good faith by appropriate proceedings diligently pursued, (x) such Borrower for which it has established proper reserves for as provided in accordance with required under GAAP, (y) for which no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $250,0005,000,000, such Borrower Obligated Party has notified the Agent in writing of any contest described in CLAUSE clause (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms Each Borrower shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, such Borrower so long as the Borrowers have notified the Agent in writing, neither the Borrowers nor any of their Subsidiaries need not pay any such tax, fee, assessment, or governmental charge, Debt, claim or other indebtedness, that (wi) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) such the applicable Borrower or its Subsidiary, as the case may be, has established proper reserves for therefor as provided in accordance with GAAP, and (yiii) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms Such Borrower shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Administrative Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims (except to the extent the aggregate amount of all such claims do not exceed $250,000 at any time outstanding) of materialmen, mechanics, carriers, warehousemen, landlords, processors, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other material obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as such Borrower has notified the Administrative Agent in writing, neither such Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge, that charge (wi) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) as to which such Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in accordance with required under GAAP, and (yiii) no the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding).

Taxes and Other Obligations. Except as otherwise permitted by the terms The Borrower shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due all federal and other material tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such so long as the Borrower has notified the Agent in writing with respect to claims in excess of $50,000, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge, amount with respect to any of the foregoing claims (regardless of the amount asserted) (i) that (w) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) such as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in accordance with required under GAAP, and (yiii) no with respect to which the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding).

Taxes and Other Obligations. Except as otherwise permitted by the terms of this Agreement, each the Borrower shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, such the Borrower need not pay any tax, fee, assessment, or governmental charge, that (w) it is contesting in good faith by appropriate proceedings diligently pursued, (x) such the Borrower has established proper reserves for as provided in accordance with GAAP, (y) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such the Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms Such Borrower shall, and shall cause --------------------------- each of this Agreement, each Borrower shall its Subsidiaries to (a) file when due all tax returns and other reports which it is required to filefile (taking into account any allowed extensions), (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its propertyProperty, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersLender, upon request, satisfactory evidence of its timely compliance with the foregoing, foregoing and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, that such Borrower and its Subsidiaries -------- ------- need not pay any tax, fee, assessment, or governmental charge, or Debt, or discharge any other obligation, that (w) it any of them is contesting in good faith Good Faith by appropriate proceedings diligently pursued, (x) such Borrower has established proper and for which adequate reserves for are maintained, so long as provided in accordance with GAAPno Lien, (y) no Lien (other than a Permitted Lien) , results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms of this Agreement, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersLenders (through the Agent), upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such Borrower need not pay any tax, fee, assessment, or governmental charge, that charge (w) which it is contesting in good faith by appropriate proceedings diligently pursued, (x) such Borrower for which it has established proper reserves for as provided in accordance with required under GAAP, (y) for which no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $250,00050,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE clause (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms of this Agreement, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, and other governmental charges against it or upon its property, income, and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such Borrower need not pay any tax, fee, assessment, or governmental charge, that (w) it is contesting in good faith by appropriate proceedings diligently pursued, (x) such Borrower has established proper reserves for as provided in accordance with GAAP, (y) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE clause (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms The Borrower shall, and shall cause each of this Agreementits Subsidiaries to, each Borrower shall (a) file when due all tax returns and other reports which it is required to file, ; (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its property, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the Lenders, upon request, satisfactory evidence of its timely compliance with the foregoing, ; and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, processors and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, such so long as the Borrower has notified the Agent in writing, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge, or materialmen or mechanics charges (in connection with improvements to the Real Estate) that (wi) it is contesting in good faith by appropriate proceedings diligently pursued, (xii) such the Borrower or its Subsidiary, as the case may be, has established proper reserves for as provided in accordance with GAAP, (yiii)if not paid, could not reasonably be expected to have a Material Adverse Effect, and (iv) no Lien (other than a Permitted Lien) results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.

Taxes and Other Obligations. Except as otherwise permitted by the terms Such Borrower shall, and shall cause --------------------------- each of this Agreement, each Borrower shall its Subsidiaries to (a) file when due all tax returns and other reports which it is required to filefile (taking into account any allowed extensions), (b) pay, or provide for the payment, when due, of all taxes, fees, assessments, assessments and other governmental charges against it or upon its propertyProperty, income, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and provide to the Agent and the LendersLender, upon request, satisfactory evidence of its timely compliance with the foregoing, foregoing and (c) pay when due all Funded Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors, landlords and other like Persons, and all other indebtedness owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, -------- ------- that such Borrower and its Subsidiaries need not pay any tax, fee, assessment, or governmental charge, or Debt, or discharge any other obligation, that (w) it any of them is contesting in good faith Good Faith by appropriate proceedings diligently pursued, (x) such Borrower has established proper and for which adequate reserves for are maintained, so long as provided in accordance with GAAPno Lien, (y) no Lien (other than a Permitted Lien) , results from such non-payment, and (z) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, such Borrower has notified the Agent in writing of any contest described in CLAUSE (w) preceding.