Filing of Tax Returns and Payment of Taxes. The Company has timely filed all Tax Returns required to be filed by it, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by the Company have been paid, and the Company will not be liable for any additional Taxes in respect of any taxable period ending on or before the Closing Date in an amount that exceeds the corresponding reserve for unpaid Taxes, if any, reflected in the Unaudited Closing Balance Sheet. The Company has delivered or made available to LeukoSite true and complete copies of all Tax Returns filed by or with respect to it with respect to taxable periods ended on or after December 31, 1992, and all relevant material documents and information with respect thereto in the possession of the Company, its tax advisers and its auditors, including without limitation examination reports and statements of deficiencies assessed against or agreed to by the Company with respect thereto.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Leukosite Inc), Agreement and Plan of Merger and Reorganization (Leukosite Inc), Agreement and Plan of Merger and Reorganization (Leukosite Inc)
Filing of Tax Returns and Payment of Taxes. The Company has timely filed all Tax Returns required to be filed by it, each such Tax Return has been prepared in compliance with all applicable laws and regulations, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by the Company have been paid, and the Company will not be liable for any additional Taxes in respect of any taxable period ending on or before the Closing Date in an amount that exceeds the corresponding reserve for unpaid Taxes, if any, reflected in the Unaudited Closing May 31, 1999 Balance Sheet. The Company has delivered or made available to LeukoSite true and complete copies of all Tax Returns filed by or with respect to it with respect to taxable periods ended on or after December 31, 19921994, and all relevant material documents and information with respect thereto in the possession of the Company, its tax advisers and its auditors, including without limitation examination reports and statements of deficiencies assessed against or agreed to by the Company with respect thereto.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Leukosite Inc)