Taxes; Consent. The Shareholders represent, warrant, and covenant that HPI will prepare and timely file all Returns and amendments thereto required to be filed by it on or before the Closing Date. XxxxXxxxxxx.xxx shall have a reasonable opportunity to review all Returns and amendments thereto and to approve such Returns (which approval shall not be unreasonably withheld). HPI shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of HPI. Between the date of this Agreement and the Closing Date, HPI shall give XxxxXxxxxxx.xxx and its authorized representatives full access to all properties, books, records and Returns of or relating to HPI, whether in possession of HPI or third-party professional advisors or representatives in order that XxxxXxxxxxx.xxx may have full opportunity to make such investigations as it shall desire to make of the affairs of HPI. HPI shall ensure that all third-party advisors and representatives of HPI, including without limitation accountants and attorneys, fully cooperate and be available to XxxxXxxxxxx.xxx in connection with such investigation. HPI shall, as of the Closing Date, terminate all tax allocation agreements or tax sharing agreements with respect to HPI and shall ensure that any such agreements are of no further force or effect as to HPI on and after the Closing Date.
Taxes; Consent. FBHC shall prepare and timely file all Returns and amendments thereto required to be filed by FBHC and its Subsidiaries on or before the Closing Date. The Company shall have a reasonable opportunity to review all Returns and amendments thereto prior to filing. FBHC shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect on FBHC; and (b) FBHC shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Taxes; Consent. The Members shall cause IRIS to prepare and timely file all Returns and amendments thereto required to be filed by it on or before the Closing Date. IRIS shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of IRIS. The Members shall cause IRIS to, as of the Closing Date, terminate all tax allocation agreements or tax sharing agreements with respect to IRIS and shall ensure that any such agreements are of no further force or effect as to IRIS on and after the Closing Date.
Taxes; Consent. Citizens shall prepare and timely file all Returns and amendments thereto required to be filed by Citizens and its Subsidiaries on or before the Closing Date. The Company shall have a reasonable opportunity to review all Returns and amendments thereto prior to filing. Citizens shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect on Citizens; and (b) Citizens shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Taxes; Consent. The General Partner shall prepare and timely file all Returns and amendments thereto required to be filed by the Partnership and the General Partner on or before the Closing Date. The Company and SW Bank shall have a reasonable opportunity to review all Returns and amendments thereto prior to filing. The Partnership and the General Partner shall pay and discharge all Taxes, assessments and governmental charges upon or against them or any of their properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect on the Partnership or the General Partner; and (b) the Partnership or the General Partner shall have set aside on its books reserves (segregated to the extent required by sound accounting practice) in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any).
Taxes; Consent. Schedule 3.2.26(b) sets forth a list of all Returns of the Company and the Subsidiaries under extension as of the date hereof. The Company and the Subsidiaries shall use their best efforts to prepare and timely file all Returns listed on Schedule 3.2.26(b) and amendments thereto required to be filed by them and the Group on or before the Closing Date. The Company and each member of the Group shall pay and discharge all Taxes, assessments and governmental charges upon or against it, the Real Property or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently; and (b) the Company shall have set aside on its books reserves in the amount of the demanded principal imposition (together with interest and penalties relating thereto, if any). Any and all refunds of Taxes or Tax credits attributable to fiscal year 1996
Taxes; Consent. CBI shall prepare and timely file all Returns and amendments thereto required to be filed by it and its Subsidiaries on or before the Closing Date. Ireland shall have a reasonable opportunity to review all Returns and amendments thereto and to approve such Returns (which approval shall not be unreasonably withheld). Ireland shall, with the co-operation of CBI and the CBI Principals, file all returns required to be filed by CBI and its Subsidiaries after the Effective Time. CBI and its Subsidiaries shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of CBI or any of its Subsidiaries; and (b) CBI shall have set aside on its books adequate reserves for such Taxes. Between the date of this Agreement and the Closing Date, CBI shall give Ireland and its authorized representatives full access to all properties, books, records and Returns of or relating to CBI, whether in possession of CBI, any Subsidiary of CBI or third-party professional advisors or representatives in order that Ireland may have full opportunity to make such investigations as it shall desire to make of the affairs of CBI. CBI shall ensure that all third-party advisors and representatives of CBI, including without limitation accountants and attorneys, will fully cooperate and be available to Ireland in connection with such investigation. CBI shall, as of the Closing Date, terminate all tax allocation agreements or tax sharing agreements with respect to CBI and/or any of its Subsidiaries and shall ensure that any such agreements are of no further force or effect as to CBI or any of its Subsidiaries on and after the Closing Date.
Taxes; Consent. Each party shall prepare and timely file all Returns and amendments thereto required to be filed by it on or before the Effective Time. Each party shall have a reasonable opportunity to review all material Returns and amendments thereto of the other party and to approve such Returns within seven days of receipt thereof (which approval shall not be unreasonably withheld). Each party shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect on such party; and (b) such party shall have set aside on its books adequate reserves for such Taxes.
Taxes; Consent. From and after the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Terradatum shall prepare and timely file all Returns and amendments thereto required to be filed by it on or before the Closing Date. HomeSeekers shall have a reasonable opportunity to review all Returns and amendments thereto and to approve such Returns (which approval shall not be unreasonably withheld). Terradatum shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any Material Adverse Effect upon the condition (financial or otherwise) or operations of Terradatum; and (b) Terradatum shall have set aside on its books adequate reserves for such Taxes. Between the date of this Agreement and the Closing Date, Terradatum shall give HomeSeekers and its authorized representatives full access to all properties, books, records and Returns of or relating to Terradatum, whether in possession of Terradatum or third-party professional advisors or representatives in order that HomeSeekers may have full opportunity to make such investigations as it shall desire to make of the affairs of Terradatum. Terradatum shall ensure that all third-party advisors and representatives of Terradatum, including without limitation accountants and attorneys, fully cooperate and be available to HomeSeekers in connection with such investigation. Terradatum shall, as of the Closing Date, terminate all tax allocation agreements or tax sharing agreements with respect to Terradatum and shall ensure that any such agreements are of no further force or effect as to Terradatum on and after the Closing Date.
Taxes; Consent. NAVIO shall prepare and timely file all Returns and amendments thereto required to be filed by it on or before the Closing Date. NCI shall have a reasonable opportunity to review all material Returns and amendments thereto and to approve such Returns within 15 days of receipt thereof (which approval shall not be unreasonably withheld). NAVIO shall pay and discharge all Taxes, assessments and governmental charges upon or against it or any of its properties or assets, and all liabilities at any time existing, before the same shall become delinquent and before penalties accrue thereon, except to the extent and as long as: (a) the same are being contested in good faith and by appropriate proceedings pursued diligently and in such a manner as not to cause any material adverse effect upon the condition (financial or otherwise) or operations of NAVIO or any member of the NAVIO Group; and (b) NAVIO shall have set aside on its books adequate reserves for such Taxes.
