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 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. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 17 contracts

Samples: Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/), Underwriting Agreement (RPM International Inc/De/)

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Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse ChangeEffect. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 4 contracts

Samples: Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.)

Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(A)(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.)

Tax Law Compliance. The Except as would not reasonably be expected to, singly or in the aggregate, have a Material Adverse Change, the Company and its consolidated subsidiaries have (i) filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely manner and have (ii) 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, 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. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1 (i) above in respect of all federal, state, local state and foreign income income, property and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 3 contracts

Samples: Common Stock Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Sales Agreement (Tonix Pharmaceuticals Holding Corp.), Tonix Pharmaceuticals Holding Corp.

Tax Law Compliance. The Company and its subsidiaries have has filed all necessary federal, state, local and foreign income and franchise tax returns in a timely manner and have has paid all taxes required to be paid by any of them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit, except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings or taxes, except where a default to make such filings assessments, fines or payments penalties that would not result have, individually or in the aggregate, a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Cleveland Biolabs Inc), Underwriting Agreement (Cleveland Biolabs Inc)

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have filed for extensions thereof 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 such tax returns, taxes, assessments, fines or penalties as may be being contested would not, in good faith and by appropriate proceedingsthe aggregate, except where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(A)(k) above in respect of all material federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Amn Healthcare Services Inc), Underwriting Agreement (Amn Healthcare Services Inc)

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedingsproceedings and except in each of the case, except where a default to make such filings that would not, singularly or payments would not in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p2(m) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 2 contracts

Samples: Open Market Sale (Praxis Precision Medicines, Inc.), Open Market Sale (Praxis Precision Medicines, Inc.)

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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 proceedings or payments as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p2(m) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 2 contracts

Samples: Sales Agreement (Vince Holding Corp.), Vince Holding Corp.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings proceedings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(r) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Alaska Communications Systems Group Inc

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(j) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Altimmune, Inc.)

Tax Law Compliance. The Company and its subsidiaries consolidated Subsidiaries have filed all necessary federal, state, local state and foreign income income, property and franchise tax returns in a timely 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, except proceedings or where a default the failure to make such filings or payments do so would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(l) above in respect of all federal, state, local state and foreign income income, property and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries consolidated Subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Sales Agreement (Romeo Power, 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 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 reasonably be expected to result in a Material Adverse Change. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(o) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Conagra Foods Inc /De/)

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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 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. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Purchase Agreement (Baker Hughes Inc)

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(x) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.. ​

Appears in 1 contract

Samples: Equity Distribution Agreement (Altimmune, Inc.)

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, them except for any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings, proceedings or except where a default to make such filings or payments as would not reasonably be expected to, individually or in the aggregate, result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Richardson Electronics LTD/De

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 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 reasonably be expected to result in a Material Adverse Change. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p1(n) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Conagra Foods Inc /De/

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely manner or have properly requested extensions thereof 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, 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 as could not reasonably be expected, individually or in the aggregate, to make such filings or payments would not result in have a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(x) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Equity Distribution Agreement (Altimmune, Inc.)

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state, local and foreign income and franchise tax returns in a timely 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 (i) as may be being contested in good faith and by appropriate proceedings, except where a default to make such filings proceedings or payments (ii) the non-payment of which would not result in a Material Adverse ChangeEffect. The Company has made appropriate provisions in the applicable financial statements referred to in Section 1(p) above in respect of all federal, state, local and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Alaska Communications Systems Group Inc

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state, local state and foreign income and franchise tax returns in a timely 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 to the extent that failure to file any such tax returns or to pay such taxes, assessments, fines or penalties as may has not resulted in, and could not reasonably be being contested in good faith and by appropriate proceedingsexpected to result in, except where a default to make such filings or payments would not result in a Material Adverse Change. The Company has made appropriate provisions adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(p1(A)(i) above in respect of all federal, state, local state and foreign income and franchise taxes for all current or prior periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Caminus Corp

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