Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Appears in 10 contracts
Samples: Merger Agreement (Neomedia Technologies Inc), Merger Agreement (BSD Software Inc), Merger Agreement (Neomedia Technologies Inc)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing. Shareholders acknowledge that upon Closing any election to be taxed as a Subchapter S Corporation will terminate and that Shareholders will be responsible for all taxes due up to the day of Closing.
Appears in 3 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and shall file or cause to be filed (in a manner consistent with past custom and practice of the Company) all Tax Returns for of the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after before the Closing Date.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (NewGen Technologies, Inc), Stock Purchase Agreement (Titan Global Holdings, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Stock Purchase Agreement (Biomarin Pharmaceutical Inc)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing. Shareholders acknowledge that upon Closing their election to be taxed as a Subchapter S Corporation will terminate and that Shareholders will be responsible for all taxes due up to the day of Closing.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Heat Biologics, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Buyer shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Novus Robotics Inc.), Stock Purchase Agreement (Ecoland International)
Tax Periods Ending on or Before the Closing Date. Buyer shall The Seller will prepare or cause to be prepared and file or cause to be filed when due all Tax Returns for of the Company and or with respect to the assets or activities of the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing Date.Date and will remit all Taxes shown due on such Tax Returns to the extent such Tax liability is not included as a Liability in the determination of Net Working Capital under Section
Appears in 2 contracts
Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)
Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Company shall permit Buyer to review and consent to each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing.
Appears in 1 contract
Samples: Merger Agreement (Ideanomics, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer Stake shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Stake shall permit the Vendor to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Samples: Agreement (Stake Technology LTD)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Appears in 1 contract
Samples: Merger Agreement (Check Point Software Technologies LTD)
Tax Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared all Tax Returns for the Companies for all Tax periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) which are required to be filed on or prior to the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Pre-Closing Date Tax Periods which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Purchaser shall permit the Seller to review and comment on each such Return described in the preceding sentence prior to filing and shall make such revisions to such Returns as are reasonably requested by the Seller.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Redhawk Energy Corp)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare (or cause to be prepared prepared) and file (or cause to be filed filed) all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate and all Straddle Period Tax Returns. Buyer shall permit the Sellers to review and comment on each such Tax Return described in the immediately preceding sentence prior to filing.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary Target for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Target to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed in a timely manner all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which regardless of when they are required to be filed (taking into account all extensions properly obtained) after filed. Seller shall pay when due the Closing DateTaxes attributable to the Company with respect to such periods.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all Tax Returns for of the Company Acquired Companies and the Company Subsidiary Subsidiaries of the Acquired Companies for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary Enhance for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate as soon as practicable and prior to the date due (including any proper extensions thereof).
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Members to review and comment on each such Tax Return described in the preceding sentence prior to filing. Members acknowledge that upon Closing any election to be taxed as a Subchapter S Corporation will terminate and that Members will be responsible for all taxes due up to the day of Closing.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Omni Energy Services Corp)
Tax Periods Ending on or Before the Closing Date. The Buyer shall prepare or cause to be prepared and file or cause to be filed on or before the date such returns as are due (taking into account any extensions of time granted in connection with such filing) all Tax Returns tax returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing Date. At least twenty (20) business days prior to the due date of each such return, Buyer shall deliver a copy of each such return to the Shareholders for their approval, which shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Stock Purchase Agreement (New American Healthcare Corp)
Tax Periods Ending on or Before the Closing Date. Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for with respect to the Company and the Company Subsidiary Assets for all periods ending on or prior to the Closing Date which regardless of when they are required to be filed (taking into account all extensions properly obtained) after filed. The Sellers shall pay or cause to be paid the Closing DateTaxes attributable to the Assets with respect to such periods.
Appears in 1 contract
Samples: Asset Sale Agreement (Sunoco Inc)
Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing DateDate (each, a “Pre-Closing Tax Period”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Seller to review and comment on each Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer Stake shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Stake shall permit the Vendors to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract
Samples: Agreement (Stake Technology LTD)
Tax Periods Ending on or Before 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 all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.
Appears in 1 contract
Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all tax periods ending on or prior to the Closing Date which are required have not been filed prior to be filed the Closing Date (taking into account all extensions properly obtained) after "Pre-Closing Tax Returns"). Buyer shall permit Sellers to review and comment on each such Pre-Closing Tax Return prior to filing, to the extent such Pre-Closing Tax Return relates to operations of the Company on or prior to the Closing Date.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDecember 31, 2015 federal returns).
Appears in 1 contract
Samples: Stock Purchase Agreement (International Packaging & Logistics Group Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.
Appears in 1 contract
Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Signature Group Holdings Inc)
Tax Periods Ending on or Before the Closing Date. Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all Tax Returns for of the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.. Buyer shall upon request permit the Shareholders to review and comment on each such Tax Return described in the preceding sentence
Appears in 1 contract
Samples: Share Purchase Agreement (Minerva Neurosciences, Inc.)
Tax Periods Ending on or Before the Closing Date. Buyer Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Sellers shall permit the Buyers to review and comment on each such Tax Return described in the preceding sentence prior to filing.
Appears in 1 contract