Common use of Tax Assessments and Audits Clause in Contracts

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform Purchaser, and permit the participation in and control by Purchaser, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaser.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Virbac Corp), Securities Purchase Agreement (U S Plastic Lumber Corp), Securities Purchase Agreement (U S Plastic Lumber Corp)

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Tax Assessments and Audits. The Company shall furnish -------------------------- promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform PurchaserBuyer, and permit the participation in and control by PurchaserBuyer, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Interiors Inc), Agreement and Plan of Merger (Advanced Nutraceuticals Inc)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser Acquiror a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform PurchaserAcquiror, and permit the participation in and control by PurchaserAcquiror, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserAcquiror.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (U S Plastic Lumber Corp), Stock Purchase and Sale Agreement (U S Plastic Lumber Corp)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's Company"s operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform Purchaser, and permit the participation in and control by Purchaser, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (U S Plastic Lumber Corp)

Tax Assessments and Audits. The Company shall furnish -------------------------- promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Shareholder shall cause the Company to promptly inform PurchaserBuyer, and permit the participation in and control by PurchaserBuyer, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Nutraceuticals Inc)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser the Subsidiary a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Company shall cause the Company to promptly inform Purchaserthe Subsidiary, and permit the participation in and control by Purchaserthe Subsidiary, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaserthe Subsidiary.

Appears in 1 contract

Samples: Plan and Agreement of Merger and Reorganization (American Diversified Holdings Inc)

Tax Assessments and Audits. The Company shall furnish -------------------------- promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Company shall cause the Company to promptly inform PurchaserBuyer of, and permit the participation in and control by PurchaserBuyer in, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer, not to be unreasonably withheld.

Appears in 1 contract

Samples: Agreement and Plan (L90 Inc)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Shareholder shall cause the Company to promptly inform Purchaser, and permit the participation in and control by Purchaser, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaser.

Appears in 1 contract

Samples: Securities Purchase Agreement (U S Plastic Lumber Corp)

Tax Assessments and Audits. The Company shall furnish -------------------------- promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform PurchaserBuyer of, and permit the participation in and control by PurchaserBuyer in, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 1 contract

Samples: Agreement and Plan (Interiors Inc)

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Tax Assessments and Audits. The Company shall furnish -------------------------- promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Company shall cause the Company to promptly inform PurchaserBuyer, and permit the participation in and control by PurchaserBuyer, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Semtech Corp)

Tax Assessments and Audits. The Company shall furnish promptly -------------------------- to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders shall cause the Company to promptly inform PurchaserBuyer, and permit the participation in and control by PurchaserBuyer, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Nutraceuticals Inc)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser Buyer a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Company shall cause the Company to promptly inform PurchaserBuyer, and permit the participation in and control by PurchaserBuyer, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of PurchaserBuyer.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Interiors Inc)

Tax Assessments and Audits. The Company and Buyer shall furnish promptly to Purchaser the other party a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's its operations for periods ending on or prior to the Closing Date. The Shareholders Company and Buyer shall cause the Company to promptly inform Purchaserthe other of, and permit the participation in and control by Purchaserthe other in, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaserthe other.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Omnicity Corp.)

Tax Assessments and Audits. The Company shall furnish promptly to Purchaser a copy of all notices of proposed assessment or similar notices or reports that are received from any taxing authority and which relate to the Company's operations for periods ending on or prior to the Closing Date. The Shareholders Shareholder shall cause the Company to promptly inform Purchaser, and permit permit, at the Company's expense, the participation in and control by Purchaser, of any investigation, audit or other proceeding by a Governmental Entity in connection with any Taxes, assessment, governmental charge or duty and shall not consent to any settlement or final determination in any proceeding without the prior written consent of Purchaser.

Appears in 1 contract

Samples: Purchase Agreement (U S Plastic Lumber Corp)

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