Common use of Tax Jurisdictions Clause in Contracts

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 28 contracts

Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.), Merger Agreement (Scott's Liquid Gold - Inc.), Merger Agreement (GameSquare Holdings, Inc.)

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Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company Parent and its Subsidiaries do not file Tax Returns that the Company Parent or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 6 contracts

Samples: Merger Agreement (Scott's Liquid Gold - Inc.), Merger Agreement (INVO Bioscience, Inc.), Merger Agreement (GameSquare Holdings, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do did not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 4 contracts

Samples: Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Core Resource Management, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 3 contracts

Samples: Merger Agreement (Liquid Media Group Ltd.), Merger Agreement (Ebix Inc), Merger Agreement (Adam Inc)

Tax Jurisdictions. No material unresolved claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 3 contracts

Samples: Merger Agreement (Bell Microproducts Inc), Merger Agreement (Avnet Inc), Merger Agreement (Nu Horizons Electronics Corp)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do does not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Romulus Corp.), Merger Agreement (On-Air Impact, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company Acquirer and its Subsidiaries do not file Tax Returns that the Company Acquirer or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Vaporin, Inc.), Merger Agreement (Vapor Corp.)

Tax Jurisdictions. No Since December 31, 2019, no claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (SPAR Group, Inc.), Merger Agreement (SPAR Group, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and or any of its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Real Goods Solar, Inc.), Merger Agreement (Real Goods Solar, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction. None of the Company or its Subsidiaries is subject to Tax in any jurisdiction other than its place of incorporation by virtue of (i) having a permanent establishment or other place of business or (ii) having a source of income in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Hecla Mining Co/De/), Merger Agreement (Mines Management Inc)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company Target and its Subsidiaries do not file Tax Returns that the Company Target or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Vaporin, Inc.), Merger Agreement (Vapor Corp.)

Tax Jurisdictions. No To the Knowledge of the Company, no claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 2 contracts

Samples: Merger Agreement (Torotel Inc), Merger Agreement (Torotel Inc)

Tax Jurisdictions. No Except as set forth in Section 3.08(f) of the Company Disclosure Letter, no claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Glimpse Group, Inc.)

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Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where in which the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Golden Enterprises Inc)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to any material Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Iec Electronics Corp)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company Parent and its Subsidiaries do not file Tax Returns that the Company Parent or any of its Subsidiaries is or may be subject to any material Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Turtle Beach Corp)

Tax Jurisdictions. No claim has ever been made in writing to the Company and its Subsidiaries by any taxing authority in a any jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that such jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Pioneer Power Solutions, Inc.)

Tax Jurisdictions. No Since 2006, no claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Computer Software Innovations, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company Parent and its Subsidiaries do not file Tax Returns that the Company Parent or any of its Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Agreement and Plan of Merger (INVO Bioscience, Inc.)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do not file Tax Returns that the Company or any of its Subsidiaries is or may be subject to Tax in that jurisdiction. Neither the Company nor any of its Subsidiaries has commenced a voluntary disclosure proceeding in any state or local or non-U.S. jurisdiction that has not been fully resolved or settled.

Appears in 1 contract

Samples: Merger Agreement (Uqm Technologies Inc)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its prior Subsidiaries do not file Tax Returns that the Company or any of its prior Subsidiaries is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Merger Agreement (Valpey Fisher Corp)

Tax Jurisdictions. No claim has ever been made in writing by any taxing authority in a jurisdiction where the Company and its Subsidiaries do Jxxxxxxxx does not file Tax Returns that the Company or any of its Subsidiaries Jxxxxxxxx is or may be subject to Tax in that jurisdiction.

Appears in 1 contract

Samples: Acquisition Agreement (H-Cyte, Inc.)

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