Common use of Tax Returns and Audits Clause in Contracts

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Artisan Components Inc), Stock Purchase Agreement (Monaco Coach Corp /De/), Stock Purchase Agreement (Monaco Coach Corp /De/)

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Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Reorganization (E Piphany Inc), Agreement and Plan (Lsi Logic Corp)

Tax Returns and Audits. (i) The Company has as of the Effective Time will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Critical Path Inc), Voting Agreement (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Goto Com Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc), Agreement and Plan of Merger (Xicor Inc), Employment Agreement (Platinum Software Corp)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Tax Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable lawLegal Requirements in all material respects.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Appears in 2 contracts

Samples: Purchase Agreement (Mistral Ventures Inc), Merger Agreement and Plan (Google Inc.)

Tax Returns and Audits. (i) The As of the Closing, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports required to have been filed before the Closing Date (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its their respective operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 2 contracts

Samples: Share Acquisition Agreement (Growth Stalk Holdings Corp), Share Acquisition Agreement (Growth Stalk Holdings Corp)

Tax Returns and Audits. (i) The As of the Closing Date, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are or will be true and correct and have been completed in accordance with applicable lawcorrect.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Digital Music Group, Inc.), Agreement and Plan of Reorganization (Digital Music Group, Inc.)

Tax Returns and Audits. (i) The Company has As of the Effective Time, Brands and its subsidiaries will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Brands or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 2 contracts

Samples: Consulting Agreement (Usa Dealers Auction Com Inc), Merger Agreement and Plan of Reorganization (Usa Dealers Auction Com Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required material federal, state, local and foreign returns, statements, estimates, information statements statements, documents, forms and reports in respect of Taxes (“Returns”) relating required to any and all Taxes concerning or attributable to the Company or its operations be filed by it, and such Returns are true and correct in all material respects and have been completed in all material respects in accordance with applicable lawLaw. The Company has paid all Taxes it is required to pay (whether or not shown on any Return).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ikena Oncology, Inc.), Agreement and Plan of Merger (Ikena Oncology, Inc.)

Tax Returns and Audits. (i) The Company Each of the Acquired Companies has prepared and timely filed all material required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) for which the deadline (including extensions) has passed relating to any and all Taxes concerning or attributable to the Company Acquired Companies or its their respective operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw in all material respects.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Tellabs Inc), Agreement and Plan of Merger (United Online Inc)

Tax Returns and Audits. (i) The As of the Effective Time the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to ------- any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc), Agreement and Plan of Reorganization (Gateway International Holdings Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Lantronix Inc), Agreement and Plan of Reorganization (Lantronix Inc)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports required to be filed (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been or will be completed in accordance with applicable law, and (b) timely paid in full all Taxes due and payable by the Company.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Compuware Corp)

Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") required to be filed by it at or prior to the Effective Time relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rational Software Corp)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimatesinformation statements, information statements reports, tax slips, forms, declarations and reports other documents (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations or relating to any remuneration, commission or benefit granted to any stockholder, director employee or any other person that are required to be filed and such Returns are true and correct in all respects and have been completed in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cypress Semiconductor Corp /De/)

Tax Returns and Audits. (i) The Company has prepared and timely filed (or have properly filed the extensions for) all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company Company, its subsidiaries or its operations thereof and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Employment Agreement (Gateway International Holdings Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all material required federal, state, local and foreign returns, estimates, information statements and reports (“Tax Returns”) relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLegal Requirements in all material respects. All such Tax Returns are true, correct and complete in all material respects.

Appears in 1 contract

Samples: Share Purchase Agreement (Compass Group Diversified Holdings LLC)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements Tax Returns and reports (“Returns”) relating to any and all Taxes Tax estimates concerning or attributable to the Company itself or its operations and such Tax Returns and estimates are true and correct and have been completed in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Overland Storage Inc)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required income and other material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports (“Tax Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations operations, and such Tax Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes it is required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cornerstone OnDemand Inc)

Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes ------- concerning or attributable to the Company or its operations and such Returns are will be true and correct and will have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Looksmart LTD)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Semiconductor Corp /De/)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements statements, elections, forms, and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes required to be paid, whether or not shown to be due on such Returns.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.)

Tax Returns and Audits. (i) The As of the Effective Time the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports including any extensions (the "Returns") required to be filed on or prior to such date relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports reports, including for sales and use taxes (each a ReturnsTax Return) ), relating to any and all Taxes concerning or attributable to the Company or its operations operations, and such Tax Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Stock Purchase Agreement (Blackbaud Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed or caused to be prepared and filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are or will be true and correct in all material respects and have been or will be completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes they are required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Aruba Networks, Inc.)

Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Tax Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Tax Returns were when filed and are true and correct and have been completed in accordance with applicable lawall material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc)

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Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and for all periods ending on or prior to the Closing Date, if such Returns are due on or before the Closing Date, taking into account any extensions to file, and all such returns, are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc)

Tax Returns and Audits. (i1) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan (Krooss John)

Tax Returns and Audits. (i) The Company has prepared and filed on a timely filed basis, all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”"RETURNS") due to be filed (taking into account any extension of such due date) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true true, correct and correct complete in all material respects and have been completed in accordance with applicable law, in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

Tax Returns and Audits. (i) The Company has as of the Effective Time will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are were when so filed true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

Tax Returns and Audits. (i) The Company has prepared and its Subsidiaries have timely filed or will timely file all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company Company, the Subsidiaries or its operations their respective operations, and such Returns are (or will be when filed) true and correct in all material respects and have been completed (or will have been when filed) in accordance with applicable lawlaw in all material respects.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Staktek Holdings Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports ("Returns") relating to any and all material Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Purchase Agreement (Trustcash Holdings, Inc.)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”"RETURNS") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Voting Agreement (Realnetworks Inc)

Tax Returns and Audits. (i) The Company has prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Icx Technologies Inc)

Tax Returns and Audits. (i) The Company has prepared and (a) timely filed all required federal, state, provincial, local and foreign returns, estimates, information statements statements, elections, forms, transfer pricing studies and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable lawLaw, in all material respects, and (b) timely paid all material Taxes required to be paid, whether or not shown to be due on such Returns.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Omniture, Inc.)

Tax Returns and Audits. (i) The As of the Effective Time, the Company has will have prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”"RETURNS") relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Cirrus Logic Inc)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports required to be filed (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all Taxes it is required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Tax Returns and Audits. (i) The Company has (1) prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (2) timely paid all Taxes they are required to pay.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synplicity Inc)

Tax Returns and Audits. (i) The Each of the Company and its Subsidiaries has prepared and timely filed or caused to be prepared and timely filed all required federal, state, local and foreign returns, estimates, information statements and reports (“Returns”) for which the period for timely filing has expired relating to any and all Taxes concerning or attributable to the Company Company, any of its Subsidiaries or its their respective operations and such Returns are true and correct and have been completed in accordance with applicable law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Business Objects Sa)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all Taxes it is required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required material U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports required to be filed (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawLaw and (b) timely paid all material Taxes it is required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Tax Returns and Audits. (i) The Company has (1) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company Company, or its operations operations, and such Returns are true and correct and have been completed in accordance with applicable law, and (2) timely paid all Taxes required to be paid.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Tax Returns and Audits. (i) The Company has (a) prepared and timely filed all required U.S. federal, state, local and foreign non-U.S. returns, estimates, information statements and reports (“Returns”) relating to any and all Taxes concerning or attributable to the Company or its operations and such Returns are true and correct in all material respects and have been completed in accordance with applicable lawlaw and (b) timely paid all Taxes it is required to pay.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

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