Common use of Tax Liabilities and Reserves Clause in Contracts

Tax Liabilities and Reserves. Other than as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus and the documents incorporated by reference therein, any tax returns required to be filed by the Company or any of its subsidiaries in any jurisdiction have been filed and any taxes, including any withholding taxes, excise taxes, duties, penalties and interest, assessments and fees and other charges due or claimed to be due from such entities have been paid, other than (i) any of those being contested in good faith and for which adequate reserves have been provided or any of those currently payable without penalty or interest, or (ii) any tax returns or taxes to the extent that the failure to so file or pay would not result in a material adverse effect on the Company and its subsidiaries, taken as a whole. There is no material proposed tax deficiency, assessment, charge or levy against the Company or any of its subsidiaries, as to which a reserve would be required to be established under IFRS, that has not been so reserved or that should be disclosed in the Registration Statement that has not been so disclosed, except for any such deficiency, assessment, charge or levy which, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. The issue of the Offered ADSs and the Underlying Securities will not give rise to any material taxation charge on the Company or any of its subsidiaries. There is no material dispute or claim concerning any tax liability of the Company or any of its subsidiaries (i) claimed or raised by any taxation authority in writing, (ii) to the Company’s knowledge, threatened by any taxation authority, or (iii) as to which the Company or any of its subsidiaries has knowledge based upon personal contact with any agent of such authority.

Appears in 5 contracts

Samples: Underwriting Agreement (Gw Pharmaceuticals PLC), Underwriting Agreement (Gw Pharmaceuticals PLC), Underwriting Agreement (Gw Pharmaceuticals PLC)

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Tax Liabilities and Reserves. Other than as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus and the documents incorporated by reference thereinProspectus, any tax returns required to be filed by the Company or any of its subsidiaries in any jurisdiction have been filed and any taxes, including any withholding taxes, excise taxes, duties, penalties and interest, assessments and fees and other charges due or claimed to be due from such entities have been paid, other than (i) any of those being contested in good faith and for which adequate reserves have been provided or any of those currently payable without penalty or interest, or (ii) any tax returns or taxes except to the extent that the failure to so file or pay would not result in a material adverse effect on the Company and its subsidiaries, taken as a whole. There is no material proposed tax deficiency, assessment, charge or levy against the Company or any of its subsidiaries, as to which a reserve would be required to be established under IFRS, that has not been so reserved or that should be disclosed in the Registration Statement that has not been so disclosed, except for any such deficiency, assessment, charge or levy which, individually or in the aggregate, would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. The issue of the Offered ADSs and the Underlying Securities will not give rise to any material taxation charge on the Company or any of its subsidiaries. There is no material dispute or claim concerning any tax liability of the Company or any of its subsidiaries (i) claimed or raised by any taxation authority in writing, (ii) to the Company’s knowledge, threatened by any taxation authority, or (iii) as to which the Company or any of its subsidiaries has knowledge based upon personal contact with any agent of such authority.

Appears in 3 contracts

Samples: Underwriting Agreement (Summit Therapeutics PLC), Underwriting Agreement (Gw Pharmaceuticals PLC), Gw Pharmaceuticals PLC

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