Common use of Tax Deficiencies Clause in Contracts

Tax Deficiencies. Seller shall not permit to exist any Tax deficiencies (including penalties and interest) of any kind assessed against or relating to Seller with respect to any taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in Encumbrances (other than Encumbrances for Taxes not yet due and payable) or claims on any of the Transferred Assets or on Purchaser’s title or use of the Transferred Assets following the Closing or that would reasonably be expected to result in any claim against or Liability of Purchaser.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Atreca, Inc.), Asset Purchase Agreement (Atreca, Inc.)

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Tax Deficiencies. Seller Sellers shall not permit to exist any Tax deficiencies (including penalties and interest) of any kind assessed against or relating to Seller Sellers with respect to any taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in Encumbrances (other than Encumbrances for Taxes not yet due and payable) liens or claims on any of the Transferred Acquired Assets or on Purchaser’s title or use of the Transferred Acquired Assets following the Closing Date or that would reasonably be expected to result in any claim against or Liability of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (PhaseBio Pharmaceuticals Inc)

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Tax Deficiencies. Seller shall not permit to exist any Tax deficiencies (including penalties and interest) of any kind assessed against or relating to Seller with respect to any taxable periods ending on or before, or including, the Closing Date of a character or nature that could reasonably be expected to result in Encumbrances (other than Encumbrances for Taxes not yet due and payable) liens or claims on any of the Transferred Assets or on Purchaser’s title or use of the Transferred Assets following the Closing Date or that would reasonably be expected to result in any claim against or Liability of Purchaser.

Appears in 1 contract

Samples: Asset Purchase Agreement (GridIron BioNutrients, Inc.)

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