Common use of Tax Law Compliance Clause in Contracts

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q) 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.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary U.S. federal, state state, local and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which except where the failure to file or pay, in the aggregateas applicable, would not reasonably be expected to have a Material Adverse Change and Effect or except for those as may be being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(A)(k) hereof above in respect of all material U.S. federal, state state, local 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes them, except as may be being contested in good faith and other charges with respect to by appropriate proceedings and except in any case in which the failure to pay, in the aggregate, so file or pay would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedEffect. The Company has and its subsidiaries have made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(a)(ix) hereof 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 and its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof thereof, except in any case in which the failure to so file would not result in a Material Adverse Change, 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedor as would not result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(i) hereof 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 Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings, except where the failure to so file or pay would not result in a Material Adverse Change. The Except as set forth in the Prospectus, to the knowledge of the Company, the Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q2(m) hereof 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.

Tax Law Compliance. The Company and its subsidiaries Subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof thereof, except in any case in which the failure to so file would not result in a Material Adverse Effect, 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedor as would not result in a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(d) hereof 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 Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(n) 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(s) 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes except as may be being contested in good faith and other charges by appropriate proceedings and, with respect to any states in which the failure Company is not qualified to paydo business, in the aggregate, except as would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedEffect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(A)(j) hereof 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to payexcept, in the aggregateeach case, would not reasonably as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedor where failure to do so could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(j) hereof 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.

Tax Law Compliance. The Company and its subsidiaries have timely filed all necessary federal, state and foreign income and franchise tax returns or have properly requested extensions thereof and have timely 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 taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedand except, in the case of GulfMark North Sea Limited and Gulf Offshore N.S. Limited, where statutory accounts have been filed and the expected tax liability has been prepaid. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(i) hereof 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.

Tax Law Compliance. The Except as (i) disclosed in the Registration Statement and the Prospectus or (ii) would not reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q2(k) hereof above in respect of all material federal, state and foreign income and franchise taxes applicable to the Company for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state state, local and foreign income and franchise tax returns (other than filings being contested in good faith or that would not reasonably be expected to have properly requested extensions thereof a Material Adverse Effect) required to be filed through the date hereof and have paid all taxes required to be paid by any of them (other than those being contested in good faith) due thereon and, if due and payable, any related or similar assessment, fine or penalty levied against any of them other than those taxes and other charges with respect to which the failure to paythem, in the aggregate, would not reasonably be expected to have a Material Adverse Change and except for those any taxes, assessments, fines or penalties as may be being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves appropriate provisions in the applicable financial statements referred to in Section 1(A)(q1(p) hereof above in respect of all federal, state 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.

Tax Law Compliance. The Except as (i) disclosed in the Registration Statement and the Prospectus or (ii) would not reasonably be expected to result in a Material Adverse Change, the Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q2(m) hereof above in respect of all material federal, state and foreign income and franchise taxes applicable to the Company for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, federal and state and foreign income and franchise tax returns or have properly requested extensions thereof (except in any case in which the failure to so file would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect) through the date hereof and have 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q2(m) hereof 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 subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedexcept where the failure to so file or such assessment, fine or penalty could not be expected, individually or in the aggregate, to have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(k) hereof 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, required U.S. federal and state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the except where a failure to pay, in the aggregate, pay or file (as applicable) would not reasonably be expected to have result in a Material Adverse Change Change, and except for those as may be being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(A)(i) hereof 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(r) 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.

Tax Law Compliance. The Company and its subsidiaries the Subsidiaries have timely filed all necessary federal, state and foreign income and franchise tax returns required to be filed by them 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 other than those taxes and other charges with respect to which the them, except for any failure to payfile such tax returns or pay such taxes, assessments, fines and penalties that, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedChange. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(n) hereof 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 the Subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes them, except as may be being contested in good faith and other charges with respect to by appropriate proceedings and except in any case in which the failure to pay, in the aggregate, so file or pay would not reasonably be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedEffect. The Company has and its subsidiaries have made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(a)(viii) hereof 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 and its subsidiaries has not been finally determined.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, provincial, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted(except in any case in which the failure to do so would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change). The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q‎Section 2(m) hereof above in respect of all federal, provincial, 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.

Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedand, with respect to any states in which the Company is not qualified to do business, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1A(j) hereof 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.

Tax Law Compliance. The Company and its consolidated subsidiaries have filed all necessary federal, state and foreign income income, property and franchise tax returns or have properly property requested extensions thereof and have paid all income, property and franchise 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 taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings, in each case, except such as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(l) hereof above in respect of all federal, state and foreign income income, property 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.

Tax Law Compliance. The Except in any case in which failure to pay or file (as applicable) would not, individually or in the aggregate, have a Material Adverse Change, the Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conductedproceedings. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q2(m) hereof 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.

Tax Law Compliance. The Company Corporation and its subsidiaries have filed all necessary federal, provincial, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect to which the failure to pay, in the aggregate, would not reasonably except as may be expected to have a Material Adverse Change and except for those being contested in good faith and by appropriate proceedings diligently conducted(except in any case in which the failure to do so would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change). The Company Corporation has made adequate charges, accruals and reserves in the applicable financial statements referred to in Section 1(A)(q1(j) hereof above in respect of all federal, provincial, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company Corporation or any of its subsidiaries has not been finally determined.

Tax Law Compliance. The Holdings, the Company and its their respective subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns 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 other than those taxes and other charges with respect them, except to which the extent that the failure of any of the foregoing to paybe true would, in the aggregate, would not reasonably be expected to have result in a Material Adverse Change Change. Holdings and except for those being contested in good faith and by appropriate proceedings diligently conducted. The the Company has have made adequate charges, accruals and reserves in accordance with generally accepted accounting principles (“GAAP”) in the applicable financial statements referred to in Section 1(A)(q1(o) hereof in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of Holdings, the Company or any of its their respective subsidiaries has not been finally determined.