Procedure and Compliance. Except as set forth on Schedule 4.17(c), (i) all Returns filed with respect to Tax years of the Company and its Subsidiaries through the Tax year ended December 31, 1990 have been examined and closed or are Returns with respect to which the applicable period for assessment under applicable law, after giving effect to extensions or waivers, has expired, (ii) neither the Company nor any of its Subsidiaries is delinquent in the payment of any material Tax or has requested any extension of time within which to file any Return and has not yet filed such Return, (iii) neither the Company nor any of its Subsidiaries has granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired, (iv) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the Knowledge of the Company, threatened against or with respect to the Company or any of its Subsidiaries in respect of any Tax or Tax Asset, (v) there are no requests for rulings or determinations in respect of any Tax or Tax Asset pending between the Company or any of its Subsidiaries and any Taxing Authority, (vi) during the five-year period ending on the date hereof, neither the Company nor any of its Subsidiaries has made or changed any Tax election, changed any annual tax accounting period, or adopted or changed any method of Tax accounting (to the extent that any such action may materially affect the Company or any of its Subsidiaries), nor has it, to the extent it may have a material effect on the Company or any of its Subsidiaries, filed any amended Return, entered into any closing agreement, settled any Tax claim or assessment, or surrendered any right to claim a Tax refund, and (vii) there are no Liens for Taxes upon the assets of the Company or any of its Subsidiaries except Liens for current Taxes not yet due.
Procedure and Compliance. An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultant’s Competitive Negotiation Act, and other applicable laws. Fee Limitations Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services the Consultant will apply the multiplier of one- (1.0) times the amount expended by the Consultant.
Procedure and Compliance. 1. ADOT must approve in writing the agreement for the use of joint checks in writing before any joint checks are issued. Developer shall submit a DBE joint check request form, available from the BECO website, along with the joint check agreement, to xxxxxxxxxxxxxxxxxxxx@xxxxx.xxx.
Procedure and Compliance. An independent and detailed Notice to Proceed (NTP), and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The NTP will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants’ Competitive Negotiation Act, and other applicable laws.
Procedure and Compliance. There is no claim, audit, action, suit, proceeding or investigation now pending or threatened against or with respect to any of the Seller Subsidiaries in respect of any Tax. All deficiencies or assessments asserted against any of the Seller Subsidiaries by any Taxing Authority have been paid or fully and finally settled.
Procedure and Compliance. An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultants’ Competitive Negotiation Act, and other applicable laws. FEE LIMITATIONS Any authorized compensation for Additional Services, either professional fees or reimbursable expenses, shall not include additional charges for office rent or overhead expenses of any kind, including local telephone and utility charges, office and drafting supplies, depreciation of equipment, professional dues, subscriptions, etc., reproduction of drawings and specifications, mailing, stenographic, clerical, or other employees time or travel and subsistence not directly related to a project. For all reimbursable services and sub-consultant costs, the Consultant will apply the multiplier of one (1.0) times the amount expended by the Consultant.
Procedure and Compliance. An independent and detailed Notice to Proceed, and an Amendment to a specific Work Order, shall be required to be issued and signed by the Director for each additional service requested by the City. The Notice to Proceed will specify the fee for such service and upper limit of the fee, which shall not be exceeded, and shall comply with the City of Miami regulations, including the Purchasing Ordinance, the Consultant’s Competitive Negotiation Act, and other applicable laws. Fee Limitations For all Specialty Services to be provided by Sub Consultants, the Consultant shall not apply any mark-up or multiplier. For all reimbursable services the Consultant will be reimbursed based on actual costs.
Procedure and Compliance. Except as set forth on Schedule 8.02(c) of the Company Disclosure Schedule, (i) no Returns filed with respect to Tax years of the Company through the Tax year ended December 31, 2006 have been subject to examination by any Taxing Authority and no notice to commence an examination has been received by the Company or any Seller; (ii) the Company has not granted any extension or waiver of the statute of limitations period applicable to any Return, which period (after giving effect to such extension or waiver) has not yet expired; (iii) there is no claim, audit, action, suit, proceeding, or investigation now pending or, to the knowledge of the Company, threatened against or with respect to the Company in respect of any Tax or Return; and (iv) no adjustment that would increase the Tax liability of the Company has been made, proposed or threatened in writing by a Taxing Authority during any audit of a Pre-Closing Tax Period which could reasonably be expected to be made, proposed or threatened in an audit of any subsequent Pre-Closing Tax Period or Post-Closing Tax Period.
Procedure and Compliance. No Taxes with respect to Buyer or any of its Subsidiaries are currently under audit, examination or investigation by any Governmental Authority or the subject of any judicial or administrative proceeding. No Governmental Authority has asserted or threatened to assert any deficiency, claim or issue with respect to Taxes or any adjustment to Taxes against the Buyer or any of its Subsidiaries with respect to any taxable period for which the period of assessment or collection remains open.
Procedure and Compliance. As of the date hereof (i) no written agreement waiving or extending, or having the effect of waiving or extending, the statute of limitations or the period of assessment or collection of any material Taxes, in each case, currently in effect, Seller in connection with the operation of the Business, and no written power of attorney with respect to any such Taxes has been filed or entered into with any Governmental Authority, (ii) no material Taxes of Seller in connection with the operation of the Business are under audit, examination or investigation by any Governmental Authority and (iii) no Governmental Authority has asserted in writing any deficiency, adjustment or claim with respect to material Taxes against Seller in connection with the operation of the Business with respect to any taxable period for which the period of assessment or collection remains open.
