Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings.
Appears in 23 contracts
Samples: Equity Distribution Agreement (Invesco Mortgage Capital Inc.), Equity Distribution Agreement (Invesco Mortgage Capital Inc.), Equity Distribution Agreement (Invesco Mortgage Capital Inc.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments would not, individually or in the aggregate, result in a Material Adverse Effect.
Appears in 13 contracts
Samples: Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local federal and foreign income state income/franchise tax returns and franchise all other material tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings.
Appears in 6 contracts
Samples: Equity Distribution Agreement (Granite Point Mortgage Trust Inc.), Underwriting Agreement (Two Harbors Investment Corp.), Underwriting Agreement (Two Harbors Investment Corp.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, which have been required to be filed and have paid all taxes required to be paid and all assessments received by them or any of them and, if to the extent that such taxes or assessments have become due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be are not being contested in good faith faith, except to the extent that the failure to file or pay, as applicable, such returns, taxes and by appropriate proceedingsassessments would not, singly or in the aggregate, result in a Material Adverse Change.
Appears in 5 contracts
Samples: Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change.
Appears in 4 contracts
Samples: Underwriting Agreement (Td Ameritrade Holding Corp), Underwriting Agreement (Td Ameritrade Holding Corp), Underwriting Agreement (Td Ameritrade Holding Corp)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, which have been required to be filed and have paid all taxes required to be paid and all assessments received by them or any of them and, if to the extent that such taxes or assessments have become due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be are not being contested in good faith faith, except to the extent that the failure to file or pay, as applicable, such returns, taxes and by appropriate proceedingsassessments would not, individually or in the aggregate, result in a Material Adverse Change.
Appears in 4 contracts
Samples: Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, which have been required to be filed and have paid all taxes required to be paid and all assessments received by them or any of them and, if to the extent that such taxes or assessments have become due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be are not being contested in good faith faith, but only if the failure to file or pay, as applicable, such returns, taxes and by appropriate proceedingsassessments would singly or in the aggregate, result in a Material Adverse Change.
Appears in 3 contracts
Samples: Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.), Underwriting Agreement (LyondellBasell Industries N.V.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner or have properly requested extensions thereof and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings or which, if not paid, would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (CBIZ, Inc.), Purchase Agreement (CBIZ, Inc.)
Tax Law Compliance. The Company Company, the Subsidiary Guarantors and its their respective subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for where the failure to file such returns or pay such taxes and any taxes, related assessments, fines or penalties as may be being contested would not, individually or in good faith and by appropriate proceedingsthe aggregate, result in a Material Adverse Change.
Appears in 2 contracts
Samples: Purchase Agreement (Invacare Corp), Purchase Agreement (Invacare Corp)
Tax Law Compliance. The Company and its subsidiaries have timely filed all necessary federal, state, local and foreign income and franchise tax returns in a timely mannerTax returns, and all such tax returns are true, complete and correct and complete in all material respects, and have timely paid all taxes Taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings.8
Appears in 2 contracts
Samples: Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except to the extent a failure to make such filings or payments would not result in a Material Adverse Change.
Appears in 2 contracts
Samples: Underwriting Agreement (Watson Pharmaceuticals Inc), Underwriting Agreement (Quiver Inc.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, which have been required to be filed and have paid all taxes required to be paid shown thereon and all assessments received by them or any of them and, if to the extent that such taxes have become due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be are not being contested in good faith and by appropriate proceedingssuch returns, taxes and assessments for which the failure to file or pay, as applicable, would not, singly or in the aggregate, result in a Material Adverse Change.
Appears in 1 contract
Samples: Underwriting Agreement (LyondellBasell Industries N.V.)
Tax Law Compliance. The Company and each of its subsidiaries have has filed all necessary foreign, federal, state, state and local and foreign income and franchise tax returns in a timely manner, that are required to be filed or has requested extensions thereof and all such tax returns are correct and complete in all material respects, and have has paid all taxes required to be paid by it and any of them and, if due and payable, any related or similar other assessment, fine or penalty levied against it, to the extent that any of themthe foregoing is due and payable, except for any taxessuch assessment, assessments, fines fine or penalties as may be penalty that is currently being contested in good faith and by appropriate proceedingsfor which the Company and its subsidiaries retains adequate reserves.
Appears in 1 contract
Tax Law Compliance. The Company and Company, its subsidiaries and, to the knowledge of the Company, the Acquired Companies, have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except to the extent a failure to make such filings or payments would not result in a Material Adverse Change.
Appears in 1 contract
Samples: Underwriting Agreement (Watson Pharmaceuticals Inc)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments would not result in a Material Adverse Change.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries the Subsidiary have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner, and all such tax returns are correct and complete in all material respects, manner and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a failure to make such filings or payments would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Distribution Agreement (First Financial Bancorp /Oh/)