Taxes and Related Tax Matters. (i) For all taxable years from and after the year in which RCPI was organized through the most recent December 31, RCPI has been subject to taxation as a real estate investment trust (a "REIT") under Subchapter M of the Code and has satisfied all requirements to qualify as a REIT for such years. In addition, assuming hypothetically that (i) RCPI's taxable year in which the Merger occurs were to close immediately prior to the Closing, and (ii) all recordkeeping and notice requirements in respect of such year will be complied with, then, without giving effect to the Merger, RCPI will be for such hypothetical short year subject to taxation as a REIT under Subchapter M of the Code and will satisfy all requirements to qualify as a REIT for such year. RCPI is not aware of any fact or circumstance that could reasonably be expected to prevent it from continuing so to qualify until the time immediately prior to the Closing (without giving effect to the Merger).
Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts that individually and in the aggregate are not material all Taxes required to be paid on or before the date hereof by or with respect to Metromedia and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any Tax Sharing Agreement of Metromedia and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to Metromedia.
Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts (as each term is hereinafter defined) that individually and in the aggregate are not material all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto, (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("Tax Sharing Agreement Amounts") of the Company and its Subsidiaries (or any of them), have been timely paid, except with respect to Taxes and Tax Sharing Agreement Amounts for which the failure to pay would not have a Material Adverse Effect with respect to the Company.
Taxes and Related Tax Matters. (i) Other than Taxes and Tax Sharing Agreement Amounts that individually or in the aggregate are not material (A) except as set forth in Section 3.1(j) of the VCAM Disclosure Schedule, all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, and penalties with respect thereto (hereinafter "TAXES" or, individually, a "TAX") required to be paid on or before the date hereof by or with respect to VCAM and its Subsidiaries (or any of them), including amounts, other than amounts being contested in good faith, required to be paid on or before the date hereof with respect to Taxes as a result of any tax sharing agreement or similar arrangement ("TAX SHARING AGREEMENT AMOUNTS") of VCAM and its Subsidiaries (or any of them), have been timely paid, and (B) any Taxes or Tax Sharing Agreement Amounts required to be paid by or with respect to VCAM and its Subsidiaries (or any of them) after the date hereof and on or before the Effective Time shall be timely paid.
Taxes and Related Tax Matters. (i) Other than Taxes that individually and in the aggregate are not material (A) all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, penalties with respect thereto and expenses associated with contesting any proposed adjustment related to any of the foregoing (hereinafter "TAXES" or, individually, a "TAX") required to be paid on or before the date of the Original Merger Agreement by or with respect to the Company and its Subsidiaries (or any of them) have been timely paid, and (B) any Taxes required to be paid by or with respect to the Company and its Subsidiaries (or any of them) after the date of the Original Merger Agreement and on or before the Effective Time shall be timely paid.
Taxes and Related Tax Matters. (i) Other than Taxes that, individually and in the aggregate, are not material (A) all Taxes required to be paid on or before the date of the Original Merger Agreement by ISN have been timely paid, and (B) any Taxes required to be paid by ISN after the date of the Original Merger Agreement and on or before the Effective Time shall be timely paid.
Taxes and Related Tax Matters. Section 3.1(k) Certain Agreements Section 3.1(l) Employee Benefits Section 3.1(m) Contracts Section 3.1(n) Environmental Matters Section 3.1(o) Absence of Certain Changes or Events Section 3.1(q) Real Estate Section 3.1(s) Accounts Receivable Section 3.1(t) Clients Section 3.1(cc) Insurance Section 4.2(b)(iii) Bonuses Section 4.2(b)(v) Sale of Property or Assets Section 4.2(b)(vi) Incurrence of Indebtedness Section 4.2(b)(ix) Forms of Client Contracts ADP Disclosure Schedule -----------------------
Taxes and Related Tax Matters. (i) Other than Taxes that individually and in the aggregate are not material (A) all federal, state, county, local, foreign and other taxes (including, without limitation, income, profits, premium, estimated, excise, sales, use, occupancy, gross receipts, franchise, ad valorem, severance, capital levy, production, transfer, withholding, employment, unemployment compensation, payroll related and property taxes, import duties and other governmental charges and assessments), whether or not measured in whole or in part by net income, and including deficiencies, interest, additions to tax or interest, penalties with respect thereto and expenses associated with contesting any proposed adjustment related to any of the foregoing (hereinafter "Taxes" or, individually, a "Tax") required to be paid on or before the date hereof by or with respect to the Company and its Subsidiaries (or any of them) have been timely paid, and (B) any Taxes required to be paid by or with respect to the Company and its Subsidiaries (or any of them) after the date hereof and on or before the Effective Time shall be timely paid.
Taxes and Related Tax Matters. (i) Other than Taxes that, individually and in the aggregate, are not material (A) all Taxes required to be paid on or before the date hereof by ISN have been timely paid, and (B) any Taxes required to be paid by ISN after the date hereof and on or before the Effective Time shall be timely paid.
Taxes and Related Tax Matters. (i) Except as set forth in Section 3.1(j) of the GEXA Disclosure Schedule, all Taxes, including amounts required to be paid with respect to Taxes as a result of any tax sharing agreement or similar arrangement (“Tax Sharing Agreement Amounts”), shown as due and owing on all Tax Returns of GEXA and its Subsidiaries (or any of them), have been timely paid or adequate provisions on their books in accordance with GAAP have been made with respect thereto,
