Common use of Tax Returns and Payment of Taxes Clause in Contracts

Tax Returns and Payment of Taxes. The Company has duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Company is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP). The Company's most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Company has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) of the Company's most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 4 contracts

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

AutoNDA by SimpleDocs

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Sajan Inc), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP)statements. The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (American Resources Corp), Agreement and Plan of Merger (American Resources Corp), Agreement and Plan of Merger (American Resources Corp)

Tax Returns and Payment of Taxes. The Company and each of its subsidiaries has duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by themit. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries subsidiaries (whether or not shown or required to be shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements Company Financial Statements through the date thereof (in accordance with GAAPUS GAAP or Canadian GAAP to the extent applicable). The Company's most recent financial statements Company Financial Statements reflect an adequate reserve (in accordance with US GAAP) for all material Taxes payable by the Company and its Subsidiaries subsidiaries through the date of such financial statementsmost recent Company Financial Statements. The Neither the Company nor any of its subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements Company Financial Statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Arrangement Agreement (Hecla Mining Co/De/), Arrangement Agreement (Klondex Mines LTD)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than automatic extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Randstad North America, L.P.), Agreement and Plan of Merger (SFN Group Inc.)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practicebusiness. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements included in the Company SEC Documents (in accordance with GAAP). The Company's ’s most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Except as set forth in Section 4.11 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practiceReturn. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the reserves for Taxes provided in the books and records of the Company has made an adequate provision will be sufficient for all such Taxes in the Company's financial statements (in accordance with GAAP). The Company's most recent financial statements ’s Most Recent Financials reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes arising from extraordinary gains or losses, as the term is used in GAAP, since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements ’s Most Recent Financials outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

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

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practiceReturns. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements included in the Company SEC Documents (in accordance with GAAP). The Company's ’s most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (NRC Group Holdings Corp.), Agreement and Plan of Merger (Us Ecology, Inc.)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements ’s Financial Statements (in accordance with GAAP). The Company's most recent financial statements ’s Interim Financial Statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements ’s Interim Financial Statements outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)

Tax Returns and Payment of Taxes. The Company has and Opco LLC and each of their respective Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor Opco LLC or any of their respective Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or Opco LLC or any of its their respective Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is other than current Taxes not yet due, due and payable or for Taxes that are being contested in good faith by appropriate proceeding for which each of the Company and Opco LLC has made an adequate provision for such Taxes in their financial statements, including that included in the Company's financial statements Company SEC Documents (in accordance with GAAP). The Company's most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor Opco LLC or any of their respective Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements statements, included those included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.)

Tax Returns and Payment of Taxes. The Except as what is disclosed on Section 3.07(a) of the Company’s Disclosure Letter, the Company has duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Except as what is disclosed on Section 3.07(a) of the Company’s Disclosure Letter, the Company is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practiceReturn. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements Financial Statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statementsFinancial Statements. The Company has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Romulus Corp.), Agreement and Plan of Merger (On-Air Impact, Inc.)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensionsand, as to Tax Returns not filed as of the date hereof, will duly and timely file or caused to be file) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements included in the Company SEC Documents (in accordance with GAAP). The Company's ’s most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SPAR Group, Inc.), Agreement and Plan of Merger (SPAR Group, Inc.)

Tax Returns and Payment of Taxes. The Company has Acquirer and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Company Neither Acquirer nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company Acquirer or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company Acquirer has made an adequate provision for such Taxes in the Company's Acquirer’s financial statements (in accordance with GAAP). The Company's Acquirer ‘s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company Acquirer and its Subsidiaries through the date of such financial statements. The Company Neither the Acquirer nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's Target’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

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

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics Inc)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP)Company Financial Statements. The Company's most recent financial statements Company Financial Statements reflect an adequate reserve (in accordance with GAAPIFRS) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements Company Financial Statements outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Arrangement Agreement and Plan of Merger (Yerbae Brands Corp.)

Tax Returns and Payment of Taxes. The Company has and each Company Subsidiary have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither Company nor any Company Subsidiary is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries Company Subsidiary (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries each Company Subsidiary through the date of such financial statements. The Neither the Company nor any Company Subsidiary has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comforce Corp)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP). The Company's ’s most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material known Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Iec Electronics Corp)

AutoNDA by SimpleDocs

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all federal and foreign national Tax Returns, and all material state, local and other income, franchise or other Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practicepractice and automatic extensions of time to file Tax Returns. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Since the date of the Company’s most recent financial statements, neither the Company nor any of its Subsidiaries has not (i) made or revoked any material election in respect of Taxes, (ii) changed any accounting method in respect of Taxes, (iii) filed any amendment to a material Tax Return, (iv) incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) of the Company's most recent financial statements outside the ordinary course of business business, (v) settled any claim or otherwise inconsistent with past practiceassessment in respect of any material Taxes, or (vi) surrendered the right to claim a refund of material Taxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Edgen Group Inc.)

Tax Returns and Payment of Taxes. The Since January 1, 2003, the Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's most recent financial statements reflect Company Balance Sheet reflects an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statementsthe Company Balance Sheet. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Tasty Baking Co)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP). The Company's most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mines Management Inc)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements filed with the SEC reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements filed with the SEC outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)

Tax Returns and Payment of Taxes. The Company has and each of its prior Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither Company nor any of its prior Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its prior Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements ’s Financial Statements (in accordance with GAAP). The Company's ’s most recent financial statements Financial Statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its prior Subsidiaries through the date of such financial statementsFinancial Statements. The Neither the Company nor any of its prior Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements Financial Statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Valpey Fisher Corp)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all income and other material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any income or other material Tax Return other than extensions of time to file such Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Metalico Inc)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete complete, and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practiceReturn. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements included in the Company SEC Documents (in accordance with GAAP). The Company's ’s most recent financial statements included in the Company SEC Documents reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements included in the Company SEC Documents outside of the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

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

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Neither the Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's ’s financial statements (in accordance with GAAP). The Company's ’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability Liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's ’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Hecla Mining Co/De/)

Tax Returns and Payment of Taxes. The Company has GPAY and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. The Company Neither GPAY nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company GPAY or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company GPAY has made an adequate provision for such Taxes in the Company's GPAY’s financial statements (in accordance with GAAP). The Company's GPAY’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company GPAY and its Subsidiaries through the date of such financial statements. The Company Neither GPAY nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end date of Quarter II) of the Company's GPAY’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Merger Agreement (Gold Party Payday Inc)

Tax Returns and Payment of Taxes. The Company has and each of its Subsidiaries have duly and timely filed or caused to be filed in accordance with all applicable Laws (taking into account any valid extensionsafter giving effect to available extensions properly and effectively requested) all material Tax Returns required to be filed by themthe Company and each of the Subsidiaries (including Mexico Sub). Such Tax Returns are true, complete and correct in all material respects. The Neither Company nor any of its Subsidiaries is not currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Company or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Company has made an adequate provision for such Taxes in the Company's financial statements (in accordance with GAAP). The Company's most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Company and its Subsidiaries through the date of such financial statements. The Neither the Company nor any of its Subsidiaries has not incurred any material liability for Taxes since the June 30, 2014 (end of Quarter II) date of the Company's most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

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

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