Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 13 contracts

Samples: Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp), Underwriting Agreement (57th Street General Acquisition Corp)

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Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(z) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 6 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, Company except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 4 contracts

Samples: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), At the Market Equity Offering Sales Agreement (Somaxon Pharmaceuticals, Inc.)

Tax Law Compliance. The Company has filed all necessary federalFederal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 above in respect of all federalFederal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 4 contracts

Samples: Underwriting Agreement (Nautilus Marine Acquisition Corp), Underwriting Agreement (Nautilus Marine Acquisition Corp), Underwriting Agreement (S.E. Asia Emerging Market Company., LTD)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, except for any taxes, assessments, fines or penalties as may be are being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 4 contracts

Samples: Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.), Underwriting Agreement (Chart Acquisition Corp.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(k) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Celcuity Inc.), Underwriting Agreement (Gemphire Therapeutics Inc.), Underwriting Agreement (Gemphire Therapeutics Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Corium International, Inc.), Underwriting Agreement (Corium International, Inc.), Underwriting Agreement (Corium International, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(A)(o) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has have paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, any of them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Placement Agency Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner (or has properly requested extensions thereof) and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 6(k) above in respect of all federal, state, local state and foreign income income, property and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Sales Agreement (Glycomimetics Inc), Sales Agreement (Glycomimetics Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(A)(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Rent Way Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(x) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Equity Distribution Agreement (Gemphire Therapeutics Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Pharmasset Inc)

Tax Law Compliance. The Company has and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner and has have paid all taxes required to be paid by the Company any of them and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, any of them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(A)(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Rf Micro Devices Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1 (j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Corium International, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner and has paid all taxes shown as due thereon and any taxes required to be have been paid by the Company it in any subsequent period and, if due and payable, any related or similar assessment, fine or penalty levied against it. To the best of the Company's knowledge, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The the Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(A)(ix) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Il Fornaio America Corp)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner and or has properly requested extensions thereof. The Company has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(k) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Pharma, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(A)(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Logility Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has have paid all material taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(k) above in respect of all material federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Xeris Pharmaceuticals Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof, and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been otherwise finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Menlo Therapeutics, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid paid, if due and payable, by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 2(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company that could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Pharmaceutical Corp)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Intralase Corp)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company shown thereon and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(a)(x) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Placement Agency Agreement (Biodel Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company shown thereon and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(m) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Biodel Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof, and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 6(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been otherwise finally determined.

Appears in 1 contract

Samples: Sales Agreement (Menlo Therapeutics Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(o) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (National Security Solutions Inc.)

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Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, Company except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 ‎Section 2(m) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Open Market Sale Agreement (Spruce Biosciences, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has have paid all taxes required to be paid by the Company any of them and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, any of them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 ‎SECTION 1(a)(ix) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Celcuity Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has have paid all material taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all material federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (scPharmaceuticals Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(l) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company that could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (Cubist Pharmaceuticals Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has paid all taxes required to be paid by the Company any of them and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, any of them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(k) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Vera Therapeutics, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 2(m) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Open Market Sale Agreement (Everspin Technologies Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has have paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, any of them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 6(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Sales Agreement (Advaxis, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(p) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Oceanfreight Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner (or has properly requested extensions thereof) and has ​ ​ paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 6(k) above in respect of all federal, state, local state and foreign income income, property and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Sales Agreement (Glycomimetics Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has paid all taxes required to be paid by the Company shown thereon and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Biodel Inc)

Tax Law Compliance. The Company has filed all necessary material ------------------ federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all material taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be other than those payments being contested in good faith and by appropriate proceedingsor for which adequate reserves have been provided. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(n) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Rainmaker Systems Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 2(a)(xii) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner and or has properly requested extensions thereof. The Company has paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Pharma, Inc.)

Tax Law Compliance. The Company has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and has have paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions in the applicable financial statements referred to in Section 2.6 1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Cardiomems Inc)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or has properly requested extensions thereof and has paid all taxes required to be paid paid, if due and payable, by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Companyit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined. The Company is not aware of any tax deficiency that has been or might be asserted or threatened against the Company that could result in a Material Adverse Change.

Appears in 1 contract

Samples: Underwriting Agreement (First Horizon Pharmaceutical Corp)

Tax Law Compliance. The Company has filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof and has have paid all taxes required to be paid by the Company it and, if due and payable, any related or similar assessment, fine or penalty levied against the Company, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 2.6 1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Flex Pharma, Inc.)

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