Common use of Taxes and Other Obligations Clause in Contracts

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (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 Lender, 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, so long as the Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which 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).

Taxes and Other Obligations. The Except as otherwise permitted by the terms of this Agreement, each Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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, so long as the such Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge charge, that (iw) it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to which the such Borrower or its Subsidiary, as the case may be, has established proper reserves for as required under provided in accordance with GAAP, and (iiiy) the nonpayment of which does not result in the imposition of a 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. The Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender Agent in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge or claim of materialmen, mechanics or carriers (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which 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).

Taxes and Other Obligations. The Borrower Loan Party shall, and shall cause each of its Subsidiaries to, (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 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 LenderAgent 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 Debt owed by it and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, so long as the Borrower Loan Party has notified the Lender Agent in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000writing, neither the Borrower Loan Party nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge charge, or claims or Debt described in clause (b) or (c), that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower Loan Party 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. The Borrower shall, and shall cause each of its Subsidiaries to, (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 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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender Agent in writing with respect to taxes, fees, assessments or governmental charges claims in excess of $250,00050,000, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge amount with respect to any of the foregoing claims (regardless of the amount asserted) (i) that it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves as required under GAAP, and (iii) with respect to which the nonpayment of which does not result in the imposition of a Lien (other than a Permitted Lien).

Taxes and Other Obligations. The Borrower shallExcept as otherwise permitted by the terms of this Agreement and permitted statutory exemptions, and each Obligated Party shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries such Obligated Party need not pay any tax, fee, assessment, or governmental charge (iw) which it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to for which the Borrower or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iiiy) 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, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $5,000,000, such Obligated Party has notified the Agent in writing of any contest described in clause (w) preceding.

Taxes and Other Obligations. The Borrower shallExcept as otherwise permitted by the terms of this Agreement and permitted statutory exemptions, and each Obligated Party shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor such Obligated Party need not pay any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge the foregoing (iw) which it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to for which the Borrower or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iiiy) 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, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $2,000,000, such Obligated Party has notified the Agent in writing of any contest described in clause (w) preceding.

Taxes and Other Obligations. The Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender Agent in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000writing, neither the Borrower nor any of its Subsidiaries need pay any tax, fee, assessment, or governmental charge charge, or materialmen or mechanics charges (in connection with improvements to the Real Estate) that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as required under provided in GAAP, (iii)if not paid, could not reasonably be expected to have a Material Adverse Effect, and (iiiiv) 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. The Except as otherwise permitted by the terms of this Agreement, the Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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, so long as the Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge charge, that (iw) it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to which the Borrower or its Subsidiary, as the case may be, has established proper reserves for as required under provided in accordance with GAAP, (y) no Lien results from such non-payment, and (iiiz) with respect to any such tax, fee, assessment, or governmental charge in excess of $250,000, the nonpayment Borrower has notified the Agent in writing of which does not result any contest described in the imposition of a Lien CLAUSE (other than a Permitted Lien)w) preceding.

Taxes and Other Obligations. The Such Borrower shall, and shall cause --------------------------- each of its Subsidiaries to, to (a) file when due all tax returns and other reports which it is required to file; file (taking into account any allowed extensions), (b) pay, or provide for the payment, when due, of all 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 provide to the Lender, upon request, satisfactory evidence of its timely compliance with the foregoing; 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the that such Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of and its Subsidiaries -------- ------- need not pay any tax, fee, assessment, governmental charge, or governmental charge (i) it Debt, or discharge any other obligation, that any of them is contesting in good faith Good Faith by appropriate proceedings diligently pursued, (ii) and for which adequate reserves are maintained, so long as to which the Borrower or its Subsidiaryno Lien, 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), results from such non-payment.

Taxes and Other Obligations. The Except as otherwise permitted by the terms of this Agreement, each Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent and the Lenders (through the Agent), 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the such Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge (iw) which it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to for which the Borrower or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iiiy) 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, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $50,000, such Borrower has notified the Agent in writing of any contest described in clause (w) preceding.

Taxes and Other Obligations. The Except as otherwise permitted by the terms of this Agreement, each Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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, so long as the such Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries need not pay any tax, fee, assessment, or governmental charge charge, that (iw) it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to which the such Borrower or its Subsidiary, as the case may be, has established proper reserves for as required under provided in accordance with GAAP, and (iiiy) the nonpayment of which does not result in the imposition of a 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. The Such Borrower shall, and shall cause --------------------------- each of its Subsidiaries to, to (a) file when due all tax returns and other reports which it is required to file; file (taking into account any allowed extensions), (b) pay, or provide for the payment, when due, of all 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 provide to the Lender, upon request, satisfactory evidence of its timely compliance with the foregoing; 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the -------- ------- that such Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of and its Subsidiaries need not pay any tax, fee, assessment, governmental charge, or governmental charge (i) it Debt, or discharge any other obligation, that any of them is contesting in good faith Good Faith by appropriate proceedings diligently pursued, (ii) and for which adequate reserves are maintained, so long as to which the Borrower or its Subsidiaryno Lien, 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), results from such non-payment.

Taxes and Other Obligations. The Borrower shallExcept as otherwise permitted by the terms of this Agreement, and each Consolidated Member shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDEDprovided, HOWEVERhowever, so long as the Borrower has notified the Lender in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000, neither the Borrower nor any of its Subsidiaries such Consolidated Member need not pay any tax, fee, assessment, or governmental charge (iw) that it is contesting in good faith by appropriate proceedings diligently pursued, (iix) as to for which the Borrower or its Subsidiary, as the case may be, it has established proper reserves as required under GAAP, and (iiiy) 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, and (z) with respect to which any such tax, fee, assessment, or governmental charge in excess of $500,000, a Loan Party has notified the Agent in writing of any contest described in clause (w) preceding.

Taxes and Other Obligations. The Each Borrower shall, and shall cause each of its Subsidiaries to, (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 LenderAgent 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 and perform and discharge in a timely manner all other obligations undertaken by it; PROVIDED, HOWEVER, so long as the Borrower has Borrowers have notified the Lender Agent in writing with respect to taxes, fees, assessments or governmental charges in excess of $250,000writing, neither the Borrower Borrowers nor any of its their Subsidiaries need pay any such tax, fee, assessment, governmental charge, Debt, claim or governmental charge other indebtedness, that (i) it is contesting in good faith by appropriate proceedings diligently pursued, (ii) as to which the applicable Borrower or its Subsidiary, as the case may be, has established proper reserves therefor as required under provided in accordance with 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.