Common use of Filing of Returns; Payment of Taxes; Liens Clause in Contracts

Filing of Returns; Payment of Taxes; Liens. (i) All returns of every nature of taxes required to be filed by the Company, if any, have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect; (ii) the Company has paid and satisfied on or before their respective due dates all taxes for periods covered by such returns; and without limiting the foregoing, the Company has made estimated tax payments sufficient to pay all taxes for the period ended December 31, 2004 and has made all estimated payments for periods thereafter in accordance with applicable law and in an amount sufficient to pay the taxes for such period (and not just the minimum amounts necessary to comply with estimated payment requirements of applicable law); (iii) all taxes and other amounts that the Company is or was required by applicable law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities in accordance with applicable law; (iv) there are no liens for taxes on any of the Company's assets other than any lien imposed by applicable law for property taxes for the current tax period that are not yet due and payable; and (v) no material claim has been made in writing against the Company relating to any of its assets by any governmental authority in any jurisdiction in which the Company did not file sales, use, value-added or similar tax returns or other required filings or did not pay any such taxes, that the Company is or may be subject to any such tax by that jurisdiction.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bridgetech Holdings International Inc), Stock Purchase Agreement (Bridgetech Holdings International Inc)

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Filing of Returns; Payment of Taxes; Liens. (i) All returns of every nature of taxes required to be filed by the Company, if any, Company have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect; (ii) the Company has paid and satisfied on or before their respective due dates all taxes for periods covered by such returns; and without limiting the foregoing, the Company has made estimated tax payments sufficient to pay all taxes for the period ended December 31, 2004 and has made all estimated payments for periods thereafter in accordance with applicable law and in an amount sufficient to pay the taxes for such period (and not just the minimum amounts necessary to comply with estimated payment requirements of applicable law); (iii) all taxes and other amounts that the Company is or was required by applicable law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities in accordance with applicable law; (iv) there are no liens for taxes on any of the Company's assets other than any lien imposed by applicable law for property taxes for the current tax period that are not yet due and payable; and (v) no material claim has been made in writing against the Company relating to any of its assets by any governmental authority in any jurisdiction in which the Company did not file sales, use, value-added or similar tax returns or other required filings or did not pay any such taxes, that the Company is or may be subject to any such tax by that jurisdiction.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Bridgetech Holdings International Inc), Stock Purchase Agreement (Bridgetech Holdings International Inc)

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Filing of Returns; Payment of Taxes; Liens. Except as set forth in Section 3.15(a) of the Disclosure Letter: (i) All all returns of every nature of taxes Taxes required to be filed by the Company, if any, Matrix have been timely and otherwise properly filed, and no extensions of time in which to file any such returns are in effect; (ii) the Company Matrix has paid and satisfied on or before their respective due dates all taxes Taxes for periods covered by such returns; and without limiting the foregoing, the Company Matrix has made estimated tax Tax payments sufficient to pay all taxes Taxes for the period ended December 31, 2004 2007 and has made all estimated payments for periods thereafter in accordance with applicable law Law and in an amount sufficient to pay the taxes Taxes for such period (and not just the minimum amounts necessary to comply with estimated payment requirements of applicable lawLaw); (iii) all taxes Taxes and other amounts that the Company Matrix is or was required by applicable law Law to withhold or collect have been duly withheld and collected and have been paid over to the proper governmental authorities Governmental Entities in accordance with applicable lawLaw; (iv) there are no liens Liens for taxes Taxes on any of the Company's Matrix’s assets other than any lien Lien imposed by applicable law Law for property taxes Taxes for the current tax Tax period that are not yet due and payable; and (v) no material claim has been made in writing against the Company Matrix relating to any of its assets by any governmental authority Governmental Entity in any jurisdiction in which the Company Matrix did not file sales, use, value-added or similar tax Tax returns or other required filings or did not pay any such taxesTaxes, that the Company Matrix is or may be subject to any such tax Tax by that jurisdiction...

Appears in 1 contract

Samples: Merger Agreement (Immucor Inc)

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