Common use of Tax Law Compliance Clause in Contracts

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 27 contracts

Samples: Management Agreement (Invesco Mortgage Capital Inc.), Management Agreement (Invesco Mortgage Capital Inc.), Underwriting Agreement (Two Harbors Investment Corp.)

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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 12 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: Underwriting Agreement (Two Harbors Investment Corp.), Equity Distribution Agreement (Granite Point Mortgage Trust Inc.), 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 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: Quiver Inc., Watson Pharmaceuticals Inc

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.)

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Tax Law Compliance. The Company and each of its subsidiaries have Subsidiaries has (i) filed all necessary material foreign, U.S. federal, statestate and local tax returns, local information returns and foreign income and franchise tax returns in a timely mannersimilar reports that are required to be filed, and all such tax returns are true, correct and complete in all material respects, and have (ii) paid all material taxes required to be paid by it and any of them and, if due and payable, any related or similar other material assessment, fine or penalty levied against any of themit other than taxes (x) currently payable without penalty or interest, except for any taxes, assessments, fines or penalties as may be (y) being contested in good faith and by appropriate proceedings.

Appears in 1 contract

Samples: Purchase Agreement (Eagle Bancorp Montana, Inc.)

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/)

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 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

Samples: Underwriting Agreement (McKesson Corp)

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