Tax Matters. Except as described on [Schedule 5.8] and as otherwise being contested in good faith with adequate reserves under GAAP, # Borrower and its Subsidiaries have filed all material federal and state income Tax returns and other material Tax returns that they are required to file, # Borrower and its Subsidiaries have duly paid or fully reserved for all federal and state income Taxes and other material Taxes or installments thereof that they are required to pay as and when due, except Taxes being contested in good faith by appropriate proceedings and for which Borrower and its Subsidiaries maintain adequate reserves in accordance with GAAP, and # to the best of Borrower’s knowledge, no proposed or pending Tax assessments, deficiencies, audits or other proceedings with respect to Borrower or any Subsidiary have had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Tax Matters. Except as set forth on [Schedule 2.8]:

Tax Matters. With respect to tax matters:

Tax Matters. The Company has filed all federal, state, local and foreign income and franchise tax returns required to be filed or has requested extensions thereof (except in any case in which the failure so to file would not have a Material Adverse Effect), except as set forth in the SEC Reports and has paid all taxes required to be paid by it and any other assessment, fine or penalty levied against it, to the extent that any of the foregoing is due and payable, except for any such assessment, fine or penalty that is currently being contested in good faith or as would not have a Material Adverse Effect, except as set forth in or contemplated in the SEC Reports.

Tax Matters. For purposes of [Sections 4(a)(i) and (ii)])] of the Agreement, Counterparty agrees to deliver to Dealer one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto) and Dealer shall provide to Counterparty one duly executed and completed United States Internal Revenue Service Form W-9 (or successor thereto). Such forms shall be delivered upon # execution and delivery of this Confirmation, # promptly upon reasonable request of the other party and # promptly upon learning that any such form previously provided by the other party has become obsolete or incorrect.

Tax Matters. Each Party will make all payments to each other under this Agreement without deduction or withholding for Taxes except to the extent that any such deduction or withholding is required by Applicable Law in effect at the time of payment. The Parties shall reasonably cooperate with one another to reduce, minimize or eliminate any such deduction or withholding required by Applicable Law, including by providing reasonable advance notice of such deduction or withholding and by providing any information, forms or other certifications necessary to reduce or eliminate the amount of such withholding.

each of Target and the Target Subsidiaries has duly and timely filed with the appropriate Governmental Entity all Tax Returns required to be filed by it with the appropriate Governmental Entity and such Tax Returns are complete and correct;

Tax Matters. The Company, the Bank and each other Subsidiary have # filed all material foreign, U.S. federal, state and local tax returns, information returns and similar reports that are required to be filed by them prior to the date hereof, or requests for extensions to file such returns have been timely filed, and all such tax returns were true, correct and complete in all material respects, and # paid all material taxes required to be paid by them and any other material assessment, fine or penalty levied against them other than taxes # currently payable without penalty or interest, # being contested in good faith by appropriate proceedings or # that would not reasonably be expected to have a Material Adverse Effect.

Tax Matters. Without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed, the Company shall not make or change any Tax election, change an annual Tax accounting period, adopt or change any Tax accounting method, file any material amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of the Company for any period ending after the Closing Date or decreasing any Tax attribute of the Company existing on the Closing Date.

Tax Matters. To the extent consistent with applicable law, the Company shall not withhold or deduct from any amounts payable under this consulting agreement any amount or amounts in respect of income taxes or other employment taxes of any other nature on your behalf. You will be issued a Form 1099. You shall be solely responsible for the payment of any federal, state, local or other income and/or self-employment taxes in respect of the amounts payable to you under this consulting agreement.