Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 40 contracts
Samples: Underwriting Agreement (Aspirational Consumer Lifestyle Corp. II), Underwriting Agreement (JAWS Spitfire Acquisition Corp), Underwriting Agreement (AEA-Bridges Impact Corp.)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state state, local and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure to so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 9 contracts
Samples: Underwriting Agreement (Virgin Group Acquisition Corp. III), Underwriting Agreement (Virgin Group Acquisition Corp. III), Underwriting Agreement (Virgin Group Acquisition Corp. II)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 7 contracts
Samples: Underwriting Agreement (Osprey Technology Acquisition Corp. II), Underwriting Agreement (Silver Spike Acquisition Corp II), Underwriting Agreement (Silver Spike Acquisition Corp II)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 7 contracts
Samples: Underwriting Agreement (New Frontier Corp), Underwriting Agreement (New Frontier Corp), Underwriting Agreement (One Madison Corp)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not be reasonably expected to have a Material Adverse Effect, except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 3 contracts
Samples: Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.), Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.), Underwriting Agreement (Zimmer Energy Transition Acquisition Corp.)
Filing of Tax Returns. The Company has filed all tax returns (including U.S. federal, state state, local and non-U.S.) that are required to be filed by it or has requested extensions thereof (except in any case in which the failure to so to file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and any other taxes, assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith and for which adequate reserves required by generally accepted accounting principles (“GAAP”) have been created with respect thereto or as would not reasonably be reasonably expected to have a Material Adverse Effect, and except as set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).
Appears in 1 contract