Common use of Tax Periods Beginning Before and Ending After the Closing Date Clause in Contracts

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 12 contracts

Samples: Merger Agreement (Neomedia Technologies Inc), Merger Agreement (Neomedia Technologies Inc), Merger Agreement (Neomedia Technologies Inc)

AutoNDA by SimpleDocs

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing DateDate (each, a “Straddle Tax Period”).

Appears in 3 contracts

Samples: Stock Purchase Agreement, Membership Interest Purchase Agreement (Sorrento Therapeutics, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. The Buyer shall will prepare and file, or cause to be prepared and file or cause to be filed filed, any Tax Returns of for the Company for Tax tax periods which begin beginning before the Closing Date and end ending after the Closing Date. If requested by Sellers, the Buyer will permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. The Buyer and the Company will pay all Taxes on such Tax Returns related to the Pre‑Closing Tax Period.

Appears in 3 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Alpine 4 Technologies Ltd.), Stock Purchase Agreement (Alpine 4 Technologies Ltd.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared prepared, and timely file or cause to be filed timely filed, any Tax Returns of the Company Acquired Companies for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 2 contracts

Samples: Stock Purchase Agreement (ExamWorks Group, Inc.), Stock Purchase Agreement (ExamWorks Group, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed any filed, all Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Minerva Neurosciences, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Eif Holdings Inc), Stock Purchase Agreement (Eif Holdings Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Buyer shall permit Seller to review and comment on each such Tax Return.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Advanced Growing Systems, Inc.), Stock Purchase Agreement (Bluefire Ethanol Fuels Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Natural Gas Services Group Inc), Stock Purchase Agreement (Natural Gas Services Group Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin on or before the Closing Date and end after the Closing Date.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Investor shall prepare or cause to be prepared and file or cause to be filed and pay any amounts (other than Excluded Taxes) related to any Tax Returns of each of the Company for Tax periods Companies and their Subsidiaries which begin before the Closing Date and end after the Closing Date.

Appears in 2 contracts

Samples: Recapitalization Agreement (Morris Material Handling Inc), Recapitalization Agreement (MMH Holdings Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall at Parent's direction prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the Company for all Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 2 contracts

Samples: Merger Agreement (Next Level Communications Inc), Merger Agreement (Tegal Corp /De/)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and the Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Eye Care Centers of America Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company EVP for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Pure Earth, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare The Purchaser will file (or cause to be prepared and file or cause to be filed filed) any Tax Returns of the Company for Tax periods Periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rite Aid Corp)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of each of the Company Selling Entities for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Oakley Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Galena Biopharma, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of Holdings and each of the Company Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing Date. Holdings and each of the Subsidiaries will promptly pay the Taxes with respect to such periods.

Appears in 1 contract

Samples: Stock Purchase Agreement (Noble International LTD)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Buyer shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence to the extent it relates to periods prior to the Closing prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative.

Appears in 1 contract

Samples: Merger Agreement (Commerce Planet)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Shareholders shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin on or before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared prepared, and file or cause to be filed filed, any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date. Seller shall have the right to review and comment on such Tax Returns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Photonic Products Group Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed on or before the date such returns are due (taking into account any Tax Returns extensions of time granted in connection with such filing) all tax returns for the Company for Tax all tax periods which that begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (New American Healthcare Corp)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date ending fiscal year 2007. Buyer shall permit Seller to review and end after the Closing Datecomment on each such Tax Return.

Appears in 1 contract

Samples: Stock Purchase Agreement (National Automation Services Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Pure Earth, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing Date. The Sellers shall be allocated and pay such Taxes that relate to the portion of the Taxes related to periods prior to Effective Time. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Mesa Energy Holdings, Inc.)

AutoNDA by SimpleDocs

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file filed or cause to be filed any Tax Returns returns of the Company Target for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Earthweb Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Parent shall prepare or cause to be prepared and file or cause to be filed any income Tax Returns of the Company for income Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Livongo Health, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any all Tax Returns of the Company and Sub for Tax all periods which that begin before on or prior to the Closing Date and end after the Closing Date. Such Tax Returns shall be prepared in a manner consistent with prior practice unless otherwise required by applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monster Worldwide Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Except as provided in Section 9.1 above, Buyer shall will cause the Company to prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Full House Resorts Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed any Tax Returns Retums of the Company for Tax all periods which begin before the Closing Date and end ending after the Closing Effective Date. Buyer shall be responsible for taxes incurred after the Effective Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intellisys Group Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin on or before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Heat Biologics, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Versar Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Infotel for Tax periods which that begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sea Tiger, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed on or before the date such returns are due (taking into account any Tax Returns extensions of time granted in connection with such filing), all tax returns for the Company for Tax all tax periods which that begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (New American Healthcare Corp)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared prepared, and timely file or cause to be filed timely filed, any Tax Returns of the Company and the Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (ExamWorks Group, Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Companies for Tax tax periods which begin before the Closing Date and end after the Closing Date. Except as otherwise required by applicable law, such Tax Returns shall be prepared in a manner not in conflict with Tax Returns prepared and filed prior to the Closing Date. The Purchaser shall permit the Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Purchase Agreement (VWR Scientific Products Corp)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company and all Subsidiaries for Tax taxable periods which begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cold Spring Capital Inc.)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company for Tax periods which that begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Biomarin Pharmaceutical Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed any Tax Returns of the Company and the Subsidiaries for Tax periods which begin before the Closing Date and end after the Closing DateDate (“Straddle Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Signature Group Holdings Inc)

Tax Periods Beginning Before and Ending After the Closing Date. Buyer Enhance or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Tax Returns of the Company Enhance for Tax periods which that begin before the Closing Date and end after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Numobile, Inc.)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!