Reports, Taxes. The Company will duly and timely file all reports or -------------- returns required to be filed with federal, state, local and foreign authorities and will promptly pay all federal, state, local and foreign Taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. Except as otherwise consented to in writing by Purchaser, prior to the Effective Time of the Merger:
Reports, Taxes. VCI and its Subsidiaries shall duly and timely file all reports or returns required to be filed with federal, state, local and foreign authorities on or prior to the Closing Date and will promptly pay all federal, state, local and foreign taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. The Seller will duly and timely file all reports or returns required to be filed with federal, state, local and foreign authorities and will promptly pay all federal, state, local and foreign taxes, assessments and governmental charges levied or assessed upon them or any of its properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. The Company shall duly and timely file all Tax Returns or returns required to be filed with federal, state, local and foreign authorities and will promptly pay all Taxes levied or assessed upon it or any of its properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. During the Pre-Closing Period and except as expressly contemplated by this Agreement and the Plan of Arrangement, each of the Company Entities and Purchaser Entities shall: (i) duly and timely file all Tax returns required to be filed by it on or after the date hereof and all such Tax Returns will be true, complete and correct and prepared consistent with prior practice, except as may be required by applicable law; (ii) timely withhold, collect, remit and pay all Taxes which are to be withheld, collected, remitted or paid by it to the extent due and payable, except for the payment of any Taxes contested in good faith pursuant to applicable laws where adequate reserves have been reflected on the Company Financial Statements or the Purchaser financial statements, as the case may be; (iii) not make or rescind any material express or deemed election relating to Taxes; (iv) not make a request for a Tax ruling or enter into a closing agreement with any Government Entity; (v) not settle or compromise any material claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes; (vi) not permit the Company to suffer an acquisition of control, and (vii) not undertake any transaction which would adversely affect or reduce the tax balances described in Section 3.7(p) or (q).
Reports, Taxes. Vista will duly and timely file all reports or returns required to be filed with federal, state, local and foreign authorities and will promptly pay all federal, state, local and foreign taxes, assessments and governmental charges levied or as sessed upon them or any of their properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. Subject to the provisions of Section 12.3 below, the Company will, and the Seller and the Parent will cause the Company to, duly and timely file all reports or returns required to be filed with federal, state, local and foreign authorities and will promptly pay all federal, state, local and foreign taxes, assessments and governmental charges levied or assessed upon it or any of its properties (unless contesting such in good faith and adequate provision has been made therefor).
Reports, Taxes. Delta will duly and timely file all Tax Returns and will promptly pay all Taxes levied or assessed upon it or any of its properties (unless contesting such in good faith and adequate provision has been made therefor), until the Closing Date.
Reports, Taxes. The Company shall, and shall cause the Subsidiaries to, duly and timely file all reports or returns required to be filed with federal, state, local and foreign authorities and will promptly pay all federal, state, local and foreign taxes, assessments and governmental charges levied or assessed upon them or any of their properties (unless contesting such in good faith and adequate provision has been made therefor).
