Common use of Tax Returns and Payments Clause in Contracts

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 27 contracts

Samples: Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)

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Tax Returns and Payments. Each of the The Company and each of its Subsidiaries has timely filed all tax returns (federal, state state, local and localforeign) required to be filed by it. All taxes Taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes Taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither Neither the Company nor any of its Subsidiaries has been advised: advised (ai) that any of its returns, federal, state state, foreign or other, have been or are being audited as of the date hereof; or , or (bii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed adjustment to its federal, state state, foreign or other taxesTaxes. The Company has There exists no knowledge of any liability for any tax Tax or potential Tax to be imposed upon its the properties or assets of the Company or any of its Subsidiaries as of the date of this Agreement that is not adequately provided for.

Appears in 7 contracts

Samples: Preferred Stock Purchase Agreement (Softbank Holdings Inc Et Al), Preferred Stock Purchase Agreement (Peoplepc Inc), Preferred Stock Purchase Agreement (Vie Financial Group Inc)

Tax Returns and Payments. Each of the Company and each of its --------------------------- Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 5 contracts

Samples: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (New Century Energy Corp.)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the each of Company or any and each of its Subsidiaries on or before the ClosingClosing Date, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.1312(m), neither the Company nor any of its Subsidiaries has been advised: (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (bii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 5 contracts

Samples: Security Agreement (Comc Inc), Security Agreement (Conversion Services International Inc), Security Agreement (Greenman Technologies Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has have timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Corgenix Medical Corp/Co)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) due and required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 3 contracts

Samples: Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (Fast Eddie Racing Stables Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.133.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc), Securities Exchange Agreement (Bio Key International Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Elinear Inc), Securities Purchase Agreement (Science Dynamics Corp), Securities Purchase Agreement (Rezconnect Technologies Inc)

Tax Returns and Payments. Each of the The Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 3 contracts

Samples: Securities Purchase Agreement (New Century Energy Corp.), Securities Purchase Agreement (General Environmental Management, Inc), Securities Purchase Agreement (New Century Energy Corp.)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the each Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the no Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The No Company has no any knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (True North Energy CORP), Securities Purchase Agreement (Pacific Energy Resources LTD)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries (that is not an Inactive Subsidiary) has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its such Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its such Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Modtech Holdings Inc), Securities Purchase Agreement (Modtech Holdings Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.134.13 or as disclosed in any Exchange Act Filings, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Greenman Technologies Inc), Securities Purchase Agreement (Greenman Technologies Inc)

Tax Returns and Payments. Each Except as set forth on Schedule 4.13 hereto, each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Pacific Biometrics Inc), Securities Purchase Agreement (Pacific Biometrics Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and, to the extent consistent and local) in accordance with industry practice, local tax returns required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Elec Communications Corp), Securities Purchase Agreement (Elec Communications Corp)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Gvi Security Solutions Inc), Securities Purchase Agreement (Gvi Security Solutions Inc)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth in the SEC Reports or on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Apogee Technology Inc)

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Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule SCHEDULE 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Host America Corp)

Tax Returns and Payments. Each of the Company and each of its the Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its the Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its the Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Xfone Inc)

Tax Returns and Payments. Each of the Company and each of its Domestic Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Domestic Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Domestic Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Trinity Learning Corp)

Tax Returns and Payments. Each of the The Company has prepared and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposedimposed and, and to the Company's knowledge, all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquentdelinquent or, if any such taxes have not been paid, the failure to so file or to pay would not in the aggregate have a Material Adverse Effect. Except as set forth on Schedule 4.13, neither the The Company nor any of its Subsidiaries has not been advised: advised (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or , or (bii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Corixa Corp)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.134(m), neither the Company nor any of its Subsidiaries has been advised: (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (bii) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Note Purchase Agreement (Island Pacific Inc)

Tax Returns and Payments. Each of the The Company and each of its Subsidiaries has timely have filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.133.1(aa), neither the Company nor any of its Subsidiaries has been advised: (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (bii) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Index Oil & Gas Inc.)

Tax Returns and Payments. Each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by itit under applicable law or has filed all necessary extensions under applicable law. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither Neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (AdAl Group Inc.)

Tax Returns and Payments. Each of the Company Parent and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company Parent or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company Parent nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, assessment or court decision in respect of its federal, state or other taxes. The Company Parent has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)

Tax Returns and Payments. Each of Except as set forth on Schedule 4.14, the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.134.14, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Omni Energy Services Corp)

Tax Returns and Payments. Each of the Company and each of its ------------------------ Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sequiam Corp)

Tax Returns and Payments. Each Except as set forth on Schedule 4.13, each of the Company and each of its Subsidiaries has timely filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company or any of its Subsidiaries on or before the Closing, have been paid or will be paid prior to the time they become delinquent. Except as set forth on Schedule 4.13, neither the Company nor any of its Subsidiaries has been advised: (a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof; or (b) of any adjustment, deficiency, deficiency in assessment or court decision in respect of proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability for any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.

Appears in 1 contract

Samples: Securities Purchase Agreement (Comc Inc)

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