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 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. The Company has made appropriate provisions in the applicable financial statements referred to in Section 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 or any of its subsidiaries has not been finally determined.
Appears in 17 contracts
Samples: Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner that have come due or has 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, it except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except where a default the failure to make such filings so file or payments pay would not result in reasonably be expected to have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries is being contested or has not otherwise been finally determined, except as would not reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has not been finally determined.
Appears in 4 contracts
Samples: Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, and except where a default for such exceptions as could not be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has not been finally determined.
Appears in 3 contracts
Samples: Underwriting Agreement (Synta Pharmaceuticals Corp), Underwriting Agreement (Synta Pharmaceuticals Corp), Underwriting Agreement (Synta Pharmaceuticals Corp)
Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(A)(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 or any of its subsidiaries has not been finally determined.
Appears in 3 contracts
Samples: Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except proceedings or where a default failure to make such filings or payments payment would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(p1(a)(vi) above hereof 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 any of and its consolidated subsidiaries has not been finally determined, except to the extent of any inadequacy that would not result in a Material Adverse Change.
Appears in 3 contracts
Samples: Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (Boise Cascade, L.L.C.)
Tax Law Compliance. The Except as would not reasonably be expected to, singly or in the aggregate, have a Material Adverse Change, the Company and its consolidated subsidiaries have (i) filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner and have (ii) 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, 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. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1 (i) 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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 3 contracts
Samples: Common Stock Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Common Stock Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Sales Agreement (Tonix Pharmaceuticals Holding Corp.)
Tax Law Compliance. The Company and its subsidiaries have 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 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 proceedings or payments as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p2(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 or any of its subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Sales Agreement (Vince Holding Corp.), Open Market Sale Agreement (Vince Holding Corp.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings and except in each of the case, except where a default to make such filings that would not, singularly or payments would not in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(pSection 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 or any of its subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Praxis Precision Medicines, Inc.), Open Market Sale Agreement (Praxis Precision Medicines, Inc.)
Tax Law Compliance. The Except as would not individually or in the aggregate, reasonably be expected to cause a Material Adverse Change, the Company and its subsidiaries have 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 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, 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. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p2(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 or any of its subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Open Market Sale Agreement (GameStop Corp.), Open Market Sale Agreement (GameStop Corp.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings and except in each of the case, except where a default to make such filings that would not, singularly or payments would not in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p2(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 or any of its subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Praxis Precision Medicines, Inc.), Open Market Sale Agreement (Praxis Precision Medicines, Inc.)
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have filed for 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 such tax returns, taxes, assessments, fines or penalties as may be being contested would not, in good faith and by appropriate proceedingsthe aggregate, except where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(A)(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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Underwriting Agreement (Amn Healthcare Services Inc), Underwriting Agreement (Amn Healthcare Services Inc)
Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have has paid all taxes required to be paid by any of them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings or taxes, except where a default to make such filings assessments, fines or payments penalties that would not result have, individually or in the aggregate, a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Underwriting Agreement (Cleveland Biolabs Inc), Underwriting Agreement (Cleveland Biolabs Inc)
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner which have been required to be filed 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 proceedings or where a default the failure to make such filings or payments do so would not reasonably be expected to result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(i) 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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 2 contracts
Samples: Sales Agreement (Cempra, Inc.), Sales Agreement (Cempra, Inc.)
Tax Law Compliance. The Company and its subsidiaries have 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 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have 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 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, proceedings or except where a default to make such filings or payments as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Underwriting Agreement (Richardson Electronics LTD/De)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner that have come due 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, it 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 proceedings or payments as would not result be expected, individually or in the aggregate, to have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has is being contested or have not otherwise been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have 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 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, 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 the extent that failure to file or payments would not pay could reasonably be expected to result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(A)(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 any of its subsidiaries has not been finally determined, to the extent that failure to do so could reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have 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 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined..
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns, other than those returns which failure to file would not result in a timely manner Material Adverse Change 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 them other than those amounts being contested in good faith and by appropriate proceedings, except where a default or those amounts which the failure to make such filings or payments pay would not result in a Material Adverse ChangeChange . The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Underwriting Agreement (Windmere Durable Holdings Inc)
Tax Law Compliance. The Company and its subsidiaries consolidated Subsidiaries have filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except proceedings or where a default the failure to make such filings or payments do so would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(l) 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 or any of its subsidiaries consolidated Subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Sales Agreement (Romeo Power, Inc.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely 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 that are the subject of good faith and by appropriate proceedingsdisputes provided that such disputes, except where a default to make such filings or payments which, if determined against the Company, would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1 (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 or any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner which have been required to be filed 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 proceedings or where a default the failure to make such filings or payments do so would not reasonably be expected to result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p) above 1 (i)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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Sales Agreement (Tranzyme 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 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. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have filed for 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 such tax returns, taxes, assessments, fines or penalties as may be being contested would not, in good faith and by appropriate proceedingsthe aggregate, except where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(A)(i) 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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Underwriting Agreement (Amn Healthcare Services Inc)
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings proceedings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(r) 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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Purchase Agreement (Alaska Communications Systems Group Inc)
Tax Law Compliance. The Company and its consolidated subsidiaries have 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 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, 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 proceedings or in any case in which the failure to make such filings or payments file would not result in reasonably be excepted to have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p(t) 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 any of its subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Dealer Manager Agreement (Ruths Hospitality Group, Inc.)
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely 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 to the extent that failure to file any such tax returns or to pay such taxes, assessments, fines or penalties as may has not resulted in, and could not reasonably be being contested in good faith and by appropriate proceedingsexpected to result in, except where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 or any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings proceedings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 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 or any of its consolidated subsidiaries has not been finally determined.
Appears in 1 contract
Samples: Purchase Agreement (Alaska Communications Systems Group Inc)
Tax Law Compliance. The Except as could not be expected, individually or in the aggregate, to result in a Material Adverse Change: (a) the Company and its subsidiaries have 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 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, 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. The proceedings and (b) the Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have 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 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(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 any of its subsidiaries has not been finally determined.
Appears in 1 contract
Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, proceedings or except where a default to make such filings or payments would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(p1(gg) above hereof 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 any of its subsidiaries has not been finally determined.
Appears in 1 contract