Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 9 contracts

Samples: Underwriting Agreement (Akanda Corp.), Underwriting Agreement (Akanda Corp.), Underwriting Agreement (Marizyme Inc)

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Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 9 contracts

Samples: Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Underwriting Agreement (Acorda Therapeutics Inc)

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or has have timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine fine, or penalty levied against any of them. The Company has made adequate charges, accruals accruals, and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state state, and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 8 contracts

Samples: Underwriting Agreement (Raytech Holding LTD), Underwriting Agreement (Mingteng International Corp Inc.), Underwriting Agreement (Mingteng International Corp Inc.)

Tax Law Compliance. The Each of the Company and its Subsidiaries have each filed all necessary income federal, state and foreign income, employment and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and its Subsidiaries has not been finally determined.

Appears in 7 contracts

Samples: Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc), Underwriting Agreement (Wireless Ronin Technologies Inc)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 6 contracts

Samples: Underwriting Agreement (Vanguard Energy Corp), Underwriting Agreement (Vanguard Energy Corp), Underwriting Agreement (Vanguard Energy Corp)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Adomani, Inc.), Underwriting Agreement (Dragon Victory International LTD), Underwriting Agreement (FOTV Media Networks Inc.)

Tax Law Compliance. The Company and its Subsidiaries have each filed all necessary income tax returns or has have timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 6 contracts

Samples: Underwriting Agreement (QMMM Holdings LTD), Underwriting Agreement (China Recycling Energy Corp), Underwriting Agreement (Majestic Ideal Holdings LTD)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its consolidated subsidiaries has not been finally determined.

Appears in 5 contracts

Samples: Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (Chuy's Holdings, Inc.), Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 5 contracts

Samples: Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (JDS Uniphase Corp /Ca/)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary income federal, state and foreign income, employment and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 5 contracts

Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Mathstar Inc), Underwriting Agreement (Cabg Medical Inc)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state, local and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 5 contracts

Samples: Underwriting Agreement (Derma Sciences, Inc.), Underwriting Agreement (Derma Sciences, Inc.), Underwriting Agreement (Derma Sciences, Inc.)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Appears in 5 contracts

Samples: Underwriting Agreement (Halozyme Therapeutics Inc), Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)

Tax Law Compliance. The Company and its Subsidiaries Predecessor have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Smart Move, Inc.), Underwriting Agreement (Smart Move, Inc.), Syngence Corp

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary income tax returns or has timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by them the Company and, if due and payable, any related or similar assessment, fine or penalty levied against any of themthe Company. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Lipella Pharmaceuticals Inc), Underwriting Agreement (Lipella Pharmaceuticals Inc), Underwriting Agreement (Lipella Pharmaceuticals Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A) (i) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Molina Healthcare Inc), Underwriting Agreement (Molina Healthcare Inc), Underwriting Agreement (Molina Healthcare Inc)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(q) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 3 contracts

Samples: Placement Agency Agreement (Akerna Corp.), Placement Agency Agreement (Adomani, Inc.), Placement Agency Agreement (Adomani, Inc.)

Tax Law Compliance. The Company Company, for itself and its Subsidiaries have each Subsidiaries, has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable consolidated financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and its Subsidiaries has not been finally determined.

Appears in 3 contracts

Samples: Underwriting Agreement (Quantum Group Inc /Fl), Underwriting Agreement (Quantum Group Inc /Fl), Underwriting Agreement (Quantum Group Inc /Fl)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(h) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.), Underwriting Agreement (Celldex Therapeutics, Inc.)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Appears in 2 contracts

Samples: Computer Literacy Inc, Computer Literacy Inc

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has have timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Code Rebel Corp), Underwriting Agreement (Code Rebel Corp)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n2 (i) above in respect of all federal, state and foreign income and franchise taxes for all 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: Placement Agency Agreement (Discovery Laboratories Inc /De/), Placement Agency Agreement (Discovery Laboratories Inc /De/)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in accordance with GAAP in the applicable financial statements referred to in Section 1(n1(o) above hereof in respect of all federal, state and foreign income and franchise taxes for all 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: Purchase Agreement (Steel Dynamics Inc), Purchase Agreement (Steel Dynamics Inc)

Tax Law Compliance. The Each of the Company and its Subsidiaries have each subsidiaries has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any it. Each of them. The the Company and its subsidiaries has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(l) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the its tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Methes Energies International LTD), Underwriting Agreement (Methes Energies International LTD)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has have paid all material 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(h) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Caribou Coffee Company, Inc.), Underwriting Agreement (Caribou Coffee Company, Inc.)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has have timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Placement Agent Agreement (Atossa Genetics Inc), Placement Agent Agreement (Atossa Genetics Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Sangamo Biosciences Inc), Underwriting Agreement (Sangamo Biosciences Inc)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(I)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (SQL Financials International Inc /De), Underwriting Agreement (SQL Financials International Inc /De)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Gander Mountain Co), Underwriting Agreement (LJL Biosystems Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(l) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(j) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Velti PLC), Underwriting Agreement (Velti PLC)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Atossa Genetics Inc), Underwriting Agreement (Atossa Genetics Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each timely filed all necessary required federal, state and foreign income and franchise and other material tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves except to the extent that the failure to file or pay such taxes would not result in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determineda Material Adverse Change.

Appears in 2 contracts

Samples: Underwriting Agreement (Euronet Worldwide Inc), Purchase Agreement (Euronet Worldwide Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state, local and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Appears in 2 contracts

Samples: Underwriting Agreement (Acorda Therapeutics Inc), Underwriting Agreement (Acorda Therapeutics Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.accruals

Appears in 2 contracts

Samples: Underwriting Agreement (Osi Pharmaceuticals Inc), Underwriting Agreement (Plexus Corp)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in respect of all federal, state and foreign income and franchise taxes for all 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: Source Interlink Companies Inc

Tax Law Compliance. The Company and its Subsidiaries subsidiary have each filed all necessary material federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has have paid all material taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all material federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has or its subsidiary have not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Data Critical Corp)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by each of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has and its subsidiaries have made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A) (i) above in respect of all federal, state and foreign income and franchise taxes for all 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: American Finance Group Inc /De/

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n2(a) above in respect of all federal, state and foreign income and franchise taxes for all 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: Placement Agent Agreement (Lev Pharmaceuticals Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(k) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Uk Abba Products Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(h) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Chuy's Holdings, Inc.)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(h) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Fushi Copperweld, Inc.)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal and state income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n3(h) above in respect of all federal, federal and state and foreign income and franchise taxes for all 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: Securities Purchase Agreement (Gold Resource Corp)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of thempenalty. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Ancor Communications Inc /Mn/)

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Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A) (i) above in respect of all federal, state and foreign income and franchise taxes for all 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: California Pizza Kitchen Inc

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or has timely and have properly filed requested extensions thereof and has have paid all material taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of themthem except as may be being contested in good faith and by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1A(i) above in respect of all material federal, state and foreign income and franchise taxes for all 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: Engaged Capital LLC

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal and state income and franchise tax returns or has timely and properly filed requested extensions thereof and has paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) Subsection h above in respect of all federal, federal and state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ap Pharma Inc /De/)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(q) above in respect of all federal, state and foreign income and franchise taxes for all 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: Purchase Agreement (Geokinetics Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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, other than those being contested in good faith. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.The

Appears in 1 contract

Samples: Underwriting Agreement (Quest Software Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly required to be filed requested extensions thereof and has through the date hereof have paid all taxes required to be paid by them due thereon and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A) (i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and its subsidiary has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Vnus Medical Technologies Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and have properly filed requested extensions thereof and has have paid all taxes required to be paid by them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Amerivest Properties Inc)

Tax Law Compliance. The Company and its the Subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.or

Appears in 1 contract

Samples: Realtrust Asset Corp

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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 themthe Company. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Objective Communications Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(m) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Proassurance Corp)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above hereof in respect of all federal, state and foreign income and franchise taxes for all 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: Helix Energy Solutions Group Inc

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A)(i) above in respect of all federal, state and foreign income and franchise taxes for all 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: California Pizza Kitchen Inc

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(k) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Green Plains Renewable Energy, Inc.)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(a)(xiv) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Geokinetics Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A)(i) above in accordance with GAAP in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (LHC Group, Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and have properly filed requested extensions thereof and has have paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of them. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(j) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Amerivest Properties Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state, local and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(m) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Acorda Therapeutics Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1A(j) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Celldex Therapeutics, Inc.)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves except where the failure to file or pay such taxes would not result in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determineda Material Adverse Change.

Appears in 1 contract

Samples: Euronet Worldwide Inc

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary income federal, state and foreign income, property and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals them except as may be being contested in good faith and reserves in the applicable financial statements referred to in Section 1(n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determinedby appropriate proceedings.

Appears in 1 contract

Samples: Sales Agreement (Invivo Therapeutics Holdings Corp.)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary material federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to included in Section 1(n) above the Offering Memorandum in respect of all federal, state and foreign income and franchise taxes for all 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: Cal Dive International Inc

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiary have each filed all necessary federal, state, local and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(o) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or its consolidated subsidiary has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Acorda Therapeutics Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n2(k) above in respect of all federal, state and foreign income and franchise taxes for all 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: Agent Agreement (Raser Technologies Inc)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has have paid all taxes required to be paid by them it and, if due and payable, any related or similar assessment, fine or penalty levied against any of themit. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Ecollege Com)

Tax Law Compliance. The Company and its Subsidiaries have each has filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.

Appears in 1 contract

Samples: Underwriting Agreement (Celldex Therapeutics, Inc.)

Tax Law Compliance. The Company and its Subsidiaries subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(A) (i) above in respect of all federal, state and foreign income and franchise taxes for all 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 (Proassurance Corp)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1(o) above in respect of all federal, state and foreign income and franchise taxes for all 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: Underwriting Agreement (Geokinetics Inc)

Tax Law Compliance. The Company and its Subsidiaries subsidiary have each filed all necessary federal, state and foreign income and franchise tax returns or has have timely and properly filed requested extensions thereof and has 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 as may be being contested in good faith or by appropriate proceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n1 (A)(i) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company has not been finally determined.all

Appears in 1 contract

Samples: Underwriting Agreement (Filetek Inc)

Tax Law Compliance. The Company and its Subsidiaries consolidated subsidiaries have each filed all necessary federal, state and foreign income and franchise tax returns or has timely and properly filed requested extensions thereof and has 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. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(n) 1 above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company and any of its consolidated subsidiaries has not been finally determined.

Appears in 1 contract

Samples: Purchase Agreement (Nexstar Finance Holdings LLC)

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