Common use of Taxes and Other Obligations Clause in Contracts

Taxes and Other Obligations. Fleetwood shall, and shall cause each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions), of all material 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 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has notified the Agent in writing, neither Fleetwood nor any of its Subsidiaries need pay any amount pursuant to clauses (b) or (c) above (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood or its Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

Taxes and Other Obligations. Fleetwood Parent shall, and shall cause --------------------------- each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 Debt owed by it it; and (d) pay when due all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has notified the Agent in writing, neither Fleetwood Parent nor any of its Subsidiaries need pay any amount pursuant to clauses -------- ------- tax, fee, assessment, or governmental charge under clause (b) above, or pay ---------- any claim or indebtedness under clause (cd) above (i) that it is contesting ---------- in good faith by appropriate proceedings diligently pursued, (ii) as to for which Fleetwood Parent or its such Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien), and (iv) with respect to any such taxes, fees, assessments, charges, claims, or indebtedness in an amount greater than $500,000, so long as Parent has notified the Agent thereof in writing.

Taxes and Other Obligations. Fleetwood shallThe Borrower will, and shall will cause each of its Subsidiaries to, : (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, pay when due (subject to permitted extensions), of all material taxes, fees, assessments and other governmental charges Taxes 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 shall provide to the Agent and the LendersAgent, upon request, reasonably satisfactory evidence of its timely compliance with the foregoing, except in each case where the failure to comply would not reasonably be expected to have a Material Adverse Effect; and (cb) pay when due all 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect; (c) duly and promptly comply with the terms and provisions of each judgment, law, statute, rule, and governmental regulation applicable to it and each contract, mortgage, lien, lease, indenture, order, instrument, agreement, or document to which it is a party or by which it is bound, except in each case where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and (d) duly and promptly comply, in all material respects, with the provisions of, and enforce all of its rights under, all Material Operating Agreements, except to the extent that the failure to so comply or enforce the foregoing is not reasonably likely to have a Material Adverse Effect; provided, however, so long as Fleetwood has notified that the Agent in writing, neither Fleetwood nor any of its Subsidiaries need Borrower or Subsidiary shall not be required to pay any amount pursuant to clauses (b) Tax or (c) above (i) Debt, or perform or discharge any other obligation, that it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood or its Subsidiary, as the case may be, and it has established proper and maintains adequate reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition good faith judgment of a Lien (other than a Permitted Lien)the management of such Person) with respect thereto in accordance with GAAP.

Taxes and Other Obligations. Fleetwood Parent shall, and shall cause each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 LendersCertificate Holders, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it it; and (d) pay when due all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has notified the Agent in writing, neither Fleetwood Parent nor any of its Subsidiaries need pay -------- ------- any amount pursuant to clauses tax, fee, assessment, or governmental charge under clause (b) above, or ---------- pay any claim or indebtedness under clause (cd) above (i) that it is ---------- contesting in good faith by appropriate proceedings diligently pursued, (ii) as to for which Fleetwood Parent or its such Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien), and (iv) with respect to any such taxes, fees, assessments, charges, claims, or indebtedness in an amount greater than $500,000, so long as Parent has notified the Agent thereof in writing.

Taxes and Other Obligations. Fleetwood The Borrower shall, and shall cause each of its Subsidiaries to, : (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, pay when due (subject except to permitted extensions), the extent such payment is not required to be made by reason of the commencement of the Chapter 11 Case) all material taxes, fees, assessments and other governmental charges against it or upon its propertyProperty, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves for the payment of all such items, and shall provide to the Agent and the Lendersor any Lender, upon request, satisfactory evidence of its timely compliance with the foregoing; and (cb) to the extent permitted under Section 9.10, pay when due (except to the extent such payment is not required to be made by reason of the commencement of the Chapter 11 Case) all 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, that, so long as Fleetwood the Borrower has notified the Agent in writing, neither Fleetwood nor any of the Borrower or its Subsidiaries Subsidiary, as the case may be, need not pay any amount pursuant to clauses (b) tax, fee, assessment, governmental charge, or (c) above Debt, or perform or discharge any other obligation, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood the Borrower or its Subsidiary, as the case may be, has established proper reserves for as required under GAAP, provided in GAAP and (iii) a stay of enforcement is in effect with respect to any Lien arising or securing the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien)non- payment thereof.

Taxes and Other Obligations. Fleetwood Such Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 financial 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 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has notified the Agent in writing, that neither Fleetwood such Borrower nor any of its Subsidiaries need pay any amount pursuant to clauses (b) tax, fee, assessment, or (c) above governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood such Borrower or its SubsidiarySubsidiaries, as the case may be, has established proper accurate reserves therefor as required under provided in GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien)Lien described in clause (b) of the definition thereof) because of such non-payment; provided, further, that if the amount thereof exceeds $1,000,000, such Borrower shall cause Phar-Mor promptly to notify in writing the Agent of such non-payment.

Taxes and Other Obligations. Fleetwood IMS shall, and shall cause each of its --------------------------- Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 material Debt owed by it (other than Debt for Borrowed Money as to which the failure to pay would not constitute an Event of Default under Section 11.1(d) and all accounts payable which shall be paid in accordance with industry norms) and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so -------- ------- long as Fleetwood the applicable Borrower has notified the Agent in writing, neither Fleetwood IMS nor any of its Subsidiaries need pay any amount pursuant to clauses (b) tax, fee, assessment, or (c) above governmental charge, or claim of materialmen, mechanics, carriers, warehousemen, landlords and other like Persons that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood IMS or its Subsidiary, as the case may be, has established proper reserves for as required under provided in GAAP, and (iii) the nonpayment of which does not result in the imposition of a no Lien (other than a Permitted Lien)) results from such non-payment.

Taxes and Other Obligations. Fleetwood Each UK Borrower shall, and shall cause each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; and (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material taxes, fees, Other Taxes, value added taxes, assessments and other material governmental charges against it or upon its property, income and franchises, make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items, and provide to the Administrative Agent and the Lenders, upon request, reasonably satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all 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 if failure to pay such Debt in each case except as would not cause a Default or such claims would otherwise result in an Event of Default pursuant to Article IX and perform and discharge in a timely manner all other material obligations undertaken by it; provided, however, so long as Fleetwood the UK Borrower has notified the UK Agent in writing, neither Fleetwood nor any of no UK Borrower or its Subsidiaries need pay any amount pursuant referred to clauses (b) or (c) above in this Section 7.1 (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood such UK Borrower or its SubsidiarySubsidiaries, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

Taxes and Other Obligations. Fleetwood Except as otherwise permitted by the terms of this Agreement and permitted statutory exemptions, each Obligated Party shall, and shall cause each of its Subsidiaries to, (a) file when due (subject file, prior to any extensions thereof) delinquency, all tax returns and other reports which that it is required to file; , (b) pay, or provide for the payment, when due (subject prior to permitted extensions)delinquency, of all material 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 in accordance with GAAP 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 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has the Borrowers have notified the Agent in writing, neither Fleetwood any of the Obligated Parties nor any of its Subsidiaries need pay any amount pursuant to clauses (b) tax, fee, assessment, or (c) above governmental charge (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to for which Fleetwood or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iii) the nonpayment of for which does not result in the imposition of a no Lien (other than a Permitted Lien)) results from such non-payment.

Taxes and Other Obligations. Fleetwood The Borrower shall, and shall ------------------------------- cause each of its Restricted Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 reasonable request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all Debt owed by it it, but subject to any subordination provisions contained in any instrument or agreement evidencing such Debt, and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like Persons, and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has notified neither the Agent in writing, neither Fleetwood Borrower nor any of its Restricted -------- -------- Subsidiaries need pay any amount pursuant to clauses (b) tax, fee, assessment, or (c) above governmental charge, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood the Borrower or its Restricted Subsidiary, as the case may be, has established proper reserves for as required under provided in GAAP, and (iii) the nonpayment of which does not result in the imposition of a no Lien (other than a Permitted Lien)) results from such non-payment.

Taxes and Other Obligations. Fleetwood Each Borrower shall, and the Company shall cause each of its Subsidiaries Other Subsidiary to, (a) file when due (subject to any applicable grace periods and extensions thereofobtained) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensionsor in accordance with any relevant extension obtained), of all material taxes, fees, assessments and other governmental charges against it or upon its property, income and franchisesfranchises (in the case of any Borrower, arising after the Petition Date), and 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 Debt owed by it (in the case of any Borrower, arising after the Petition Date) and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like PersonsPersons (in the case of any Borrower, arising after the Petition Date), and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result (in an Event the case of Default any Borrower, arising after the Petition Date) and perform and discharge in a timely manner all other obligations undertaken by itit (in the case of any Borrower, arising after the Petition Date); provided, however, so long as Fleetwood has notified the Agent in writing, neither Fleetwood nor any of its Subsidiaries no Borrower need pay any amount pursuant to clauses (b) or (c) above of the foregoing (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood or its Subsidiary, as the case may be, such Borrower has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien); provided, further, that no Other Subsidiary need pay any of the foregoing where failure to pay such obligation could not reasonably be expected to have a Material Adverse Effect.

Taxes and Other Obligations. Fleetwood Subject to the Bankruptcy Code, each Borrower shall, and the Company shall cause each of its Subsidiaries Other Subsidiary to, (a) file when due (subject to any extensions thereofapplicable grace periods) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensionsany applicable grace periods), of all material taxes, fees, assessments and other governmental charges against it or upon its propertyproperty arising after the Petition Date, 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 Debt owed by it (in the case of any Borrower, arising after the Petition Date) and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors and other like PersonsPersons (in the case of any Borrower, arising after the Petition Date), and all other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result (in an Event the case of Default any Borrower, arising after the Petition Date) and perform and discharge in a timely manner all other obligations undertaken by itit (in the case of any Borrower, arising after the Petition Date); provided, however, so long as Fleetwood has notified the Agent in writing, neither Fleetwood nor any of its Subsidiaries no Borrower need pay any amount pursuant to clauses (b) or (c) above of the foregoing (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood such Borrower or its such Other Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien); provided, further, that no Other Subsidiary need pay any of the foregoing where failure to pay such obligation would not reasonably be expected to have a Material Adverse Effect.

Taxes and Other Obligations. Fleetwood The Borrower shall, and shall cause each of its Subsidiaries to, : (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, that so long as Fleetwood the Borrower has notified the Agent in writing, neither Fleetwood the Borrower nor any of its Subsidiaries need pay any amount pursuant to clauses (b) claims or (c) above indebtedness, tax, fee, assessment, or governmental charge: (i) it is contesting in good faith by appropriate proceedings diligently pursued, ; (ii) as to which Fleetwood the Borrower or its Subsidiary, as the case may be, has established proper reserves as required under GAAP, and ; (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien); (iv) does not consist of Obligations; and (v) in the case of claims and indebtedness, provided that the aggregate amount of such claims and indebtedness does not exceed Three Million Dollars ($3,000,000).

Taxes and Other Obligations. Fleetwood Except as otherwise permitted by the terms of this Agreement and permitted statutory exemptions, each Obligated Party shall, and shall cause each of its Subsidiaries to, (a) file when due (subject file, prior to any extensions thereof) delinquency, all tax returns and other reports which that it is required to file; , (b) pay, or provide for the payment, when due (subject prior to permitted extensions)delinquency, of all material 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 in accordance with GAAP 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 Debt owed by it and all claims of materialmen, mechanics, carriers, warehousemen, landlords, processors processors, and other like Persons, and all AMENDED AND RESTATED CREDIT AGREEMENT other indebtedness owed by it if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations undertaken by it; provided, however, so long as Fleetwood has the Borrowers have notified the Agent in writing, neither Fleetwood any of the Obligated Parties nor any of its Subsidiaries need pay any amount pursuant to clauses (b) tax, fee, assessment, or (c) above governmental charge (i) which it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to for which Fleetwood or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iii) the nonpayment of for which does not result in the imposition of a no Lien (other than a Permitted Lien)) results from such non-payment.

Taxes and Other Obligations. Fleetwood Each of the Borrowers shall, and shall cause each of its Subsidiaries to, (a) file when due (subject to any extensions thereof) all tax returns and other reports which it is required to file; (b) pay, or provide for the payment, when due (subject to permitted extensions)due, of all material 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 LendersLender, upon request, satisfactory evidence of its timely compliance with the foregoing; and (c) pay when due all 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 if failure to pay such Debt or such claims would otherwise result in an Event of Default and perform and discharge in a timely manner all other obligations (other than Debt) undertaken by it; provided, however, so long as Fleetwood has notified neither the Agent in writing, neither Fleetwood Borrowers nor any of its their Subsidiaries need pay any amount pursuant to clauses (b) trade payables, tax, fee, assessment, or (c) above governmental charge (i) it is contesting being contested in good faith by appropriate proceedings diligently pursued, (ii) as to which Fleetwood the Borrowers or its Subsidiarytheir Subsidiaries have, as the case may be, has established proper reserves as required under GAAP, and (iii) the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien), and (iv) in any case where the amount contested exceeds $100,000, if the Borrowers or their Subsidiaries, as the case may be, have notified the Lender in writing of such action.