Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 62 contracts

Samples: Underwriting Agreement (USA Acquisition Corp.), Underwriting Agreement (Founder SPAC), Underwriting Agreement (Founder SPAC)

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Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it it, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 52 contracts

Samples: Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (Perceptive Capital Solutions Corp), Underwriting Agreement (Oaktree Acquisition Corp. III Life Sciences)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger IV Corp), Underwriting Agreement (Forum Merger III Corp)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it it, except as may be in the process of being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Z-Work Acquisition Corp.), Underwriting Agreement (Z-Work Acquisition Corp.), Underwriting Agreement (Athlon Acquisition Corp.)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns that are required to be filed (or has properly requested extensions thereof (thereof), except in any case in which the failure to so file would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) through the date hereof , and has paid all taxes required to be paid by it and, if due and payable, any related or similar other assessment, fine or penalty levied against it it, to the extent that any of the foregoing is due and payable, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Open Market Sale Agreement (Merus N.V.), Open Market Sale Agreement (Merus N.V.), Open Market Sale Agreement (Merus N.V.)

Tax Law Compliance. The Company has filed all necessary federal, state state, local and foreign income and franchise tax returns that are required to be filed by it or has properly requested extensions thereof (except in any case in which the failure to so file would not reasonably be expected to have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it it, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Arcade China Acquisition Corp), Underwriting Agreement (Arcade China Acquisition Corp), Underwriting Agreement (Arcade China Acquisition Corp)

Tax Law Compliance. The Except as may be being contested in good faith and by appropriate proceedings or as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company has and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or has have properly requested extensions thereof (except in any case in which the failure to so file would not and have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it any of them and, if due and payable, any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.any of them

Appears in 2 contracts

Samples: Underwriting Agreement (BioScrip, Inc.), Underwriting Agreement (BioScrip, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof through the date hereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (EQ Health Acquisition Corp.), Underwriting Agreement (EQ Health Acquisition Corp.)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it it, except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (LF Capital Acquisition Corp. II), Underwriting Agreement (LF Capital Acquisition Corp. II)

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Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns that are required to be filed or has properly requested extensions thereof (except in any case in which the failure so to so file would not reasonably be expected to have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar other assessment, fine or penalty levied against it it, to the extent that any of the foregoing is due and payable, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Open Market Sale Agreement (CRISPR Therapeutics AG), Open Market Sale Agreement (CRISPR Therapeutics AG)

Tax Law Compliance. The Company has and its subsidiaries have filed all necessary foreign, federal, state and foreign income and franchise local tax returns that are required to be filed or has properly requested extensions thereof (except in any case in which the failure so to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar other assessment, fine or penalty levied against it it, to the extent that any of the foregoing is due and payable, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Western Alliance Bancorporation)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof and has paid all taxes required to be paid by it and, if due and payable, any related or similar assessment, fine or penalty levied against it except as may be being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns that are required to be filed or has properly requested extensions thereof (except in any case in which the failure to so file would not have a Material Adverse Effect) through the date hereof Effect and has paid all taxes required to be paid by it and, if due and payable, any related or similar other assessment, fine or penalty levied against it it, to the extent that any of the foregoing is due and payable, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (NuCana PLC)

Tax Law Compliance. The Company has filed all necessary federal, state and foreign income and franchise tax returns that are required to be filed or has properly requested extensions thereof (thereof, except in any case in which the failure to so file would not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect) through the date hereof , and has paid all taxes required to be paid by it and, if due and payable, any related or similar other assessment, fine or penalty levied against it it, to the extent that any of the foregoing is due and payable, except as may be for any such assessment, fine or penalty that is currently being contested in good faith and by appropriate proceedings and for which adequate reserves required by generally accepted accounting principles have been created with respect thereto or as would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (Merus N.V.)

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