Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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 26 contracts
Samples: Securities Purchase Agreement (Socket Communications Inc), Securities Purchase Agreement (Cambridge Holdings LTD), Securities Purchase Agreement (Infinite Group Inc)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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 10 contracts
Samples: Purchase Agreement (Requisite Technology Inc /Co), Warrant Purchase Agreement (Improvenet Inc), Series B Preferred Stock Purchase Agreement (Genomica Corp /De/)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of 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 6 contracts
Samples: Bond Purchase Agreement, Bond Purchase Agreement (Greenlight Capital LLC), Bond Purchase Agreement (Greenlight Capital LLC)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Except as set forth on Schedule 4.13, the Company has not been advised advised:
(a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or ; or
(b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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 (American Water Star Inc), Securities Purchase Agreement (It&e International Group), Securities Purchase Agreement (Cardiogenesis Corp /Ca)
Tax Returns and Payments. The Company 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 and, to the Company's knowledge ’s knowledge, all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, hereof or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.
Appears in 5 contracts
Samples: Purchase Agreement (Technology Visions Group Inc), Purchase Agreement (Sutura, Inc.), Purchase Agreement (Sutura, Inc.)
Tax Returns and Payments. The Company 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 and, to the Company's knowledge ’s knowledge, all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, hereof or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.
Appears in 3 contracts
Samples: Purchase Agreement (Spectre Gaming Inc), Purchase Agreement (Spectre Gaming Inc), Purchase Agreement (Wits Basin Precious Minerals Inc)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, date hereof have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series D Preferred Stock Purchase Agreement (Tredegar Corp), Series C Preferred Stock Purchase Agreement (Superconductor Technologies Inc), Series C Preferred Stock Purchase Agreement (Hillman Co)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its tax returns, federal, state or other, have been or are being audited as of the date hereof, ; or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Loan Agreement (Great Basin Scientific, Inc.), Series D Preferred Stock and Warrant Purchase Agreement (Great Basin Scientific, Inc.)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series C Preferred Stock Purchase Agreement (Myogen Inc), Series a Preferred Stock Purchase Agreement (Myogen Inc)
Tax Returns and Payments. The Company 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 and, to the Company's knowledge ’s knowledge, all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (a) that any of its tax returns, federal, state or other, have been or are being audited as of the date hereofAgreement Date, or (b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement Date that is not adequately provided for. The Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor.
Appears in 2 contracts
Samples: Respiratory Diseases Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Tax Returns and Payments. The Company has timely filed all tax returns (federal, state state, local, and localforeign) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not been advised advised:
(a) that any of its returns, federal, state state, local, foreign, or other, have been or other are being audited as of the date hereof, or ; or
(b) of any deficiency in assessment or proposed judgment to its federal, state state, local, foreign, or other taxes. The Company has no knowledge of any liability of for any tax to be imposed upon its properties or assets as of the date of this Agreement that is for which there are not adequately provided foradequate reserves established.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Kings Road Entertainment Inc), Securities Purchase Agreement (West Coast Pictures LLC)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for. The Company has withheld and paid all taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor.
Appears in 2 contracts
Samples: Research Collaboration and License Agreement (Five Prime Therapeutics Inc), Research Collaboration and License Agreement (Five Prime Therapeutics Inc)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Share Purchase Agreement (Comcam International Inc), Stock Purchase Agreement (Solar Energy LTD)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, First Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Common Stock Purchase Agreement (Veron International LTD), Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment adjustment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Purchase Agreement (Gp Strategies Corp), Purchase Agreement (Gp Strategies Corp)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the ClosingEffective Date, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: License and Sublicense Agreement (ARCA Biopharma, Inc.)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series a Preferred Stock Purchase Agreement (Ask Jeeves Inc)
Tax Returns and Payments. The Company 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 and, to the Company's knowledge ’s knowledge, all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its returns, federal, state or other, the tax returns of the Company have been or are being audited as of the date hereof, hereof or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.
Appears in 1 contract
Tax Returns and Payments. The Company has timely filed all tax returns (federal, state and local) to its knowledge required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and and, to the Company's knowledge ’s knowledge, all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, hereof or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.
Appears in 1 contract
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series C Preferred Stock Purchase Agreement (Blue Martini Software Inc)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Except as set forth on Schedule 4.13, the Company has no knowledge of any liability of any tax to be imposed upon its properties or assets as of the date of this Agreement that is not adequately provided for.. Table of Contents
Appears in 1 contract
Tax Returns and Payments. The Since December 31, 2001, the Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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 (Associated Automotive Group Inc)
Tax Returns and Payments. The Company 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 and, to the Company's knowledge knowledge, all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not been advised (ai) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, hereof or (bii) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of any tax to be imposed upon its the properties or assets of the Company as of the date of this Agreement that is not adequately provided for.
Appears in 1 contract
Samples: Purchase Agreement (Equitex Inc)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Except as set forth on Schedule 4.13, the Company has not been advised advised:
(a) that any of its returns, federal, state or other, have been or are being audited as of the date hereof, or ; or
(b) of any deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability of 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
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, each Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series a Convertible Participating Preferred Stock Purchase Agreement (Friendable, Inc.)
Tax Returns and Payments. The Company 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 to the Company's ’s knowledge all other taxes due and payable by the Company on or before the Closing, have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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 (Implant Sciences Corp)
Tax Returns and Payments. The Company Corporation 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 to the CompanyCorporation's knowledge all other taxes due and payable by the Company Corporation on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company Corporation has not 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 deficiency in assessment or proposed judgment adjustment to its federal, state or other taxes. The Company Corporation has no knowledge of any liability 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
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series B Preferred Stock Purchase Agreement (FMC Corp)
Tax Returns and Payments. The Company 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 to the Company's knowledge all other taxes due and payable by the Company on or before the Closing, Closing have been paid or will be paid prior to the time they become delinquent. The Company has not 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 deficiency in assessment or proposed judgment to its federal, state or other taxes. The Company has no knowledge of any liability 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: Series B Preferred Stock Purchase Agreement (Advanced Machine Vision Corp)
