Taxes and Returns. (a) Each Target Company has or will have filed, or caused to be filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Tingo, Inc.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all applicable Laws relating to Tax.
Appears in 4 contracts
Samples: Share Exchange Agreement (TKK SYMPHONY ACQUISITION Corp), Share Exchange Agreement (Greenland Acquisition Corp.), Share Exchange Agreement (Yunhong International)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all applicable Laws relating to Tax.
Appears in 4 contracts
Samples: Implementation and Business Combination Agreement (Canna-Global Acquisition Corp), Business Combination Agreement (Kernel Group Holdings, Inc.), Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)
Taxes and Returns. (a) Each Target Company Entity has or will have filed, or caused to be filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Seller Financials have been established.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Tingo, Inc.), Agreement and Plan of Merger (MICT, Inc.), Agreement and Plan of Merger (Tingo, Inc.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all applicable Laws relating to Tax.
Appears in 3 contracts
Samples: Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Glori Energy Inc.), Merger and Share Exchange Agreement (Infinity Cross Border Acquisition Corp)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Benessere Capital Acquisition Corp.), Business Combination Agreement (East Stone Acquisition Corp)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the regardless of whether shown on a Tax Return. Each Target Company Financials have been establishedhas complied with all applicable Laws relating to Tax.
Appears in 2 contracts
Samples: Business Combination Agreement (RCF Acquisition Corp.), Business Combination Agreement (Catcha Investment Corp)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the regardless of whether shown on a Tax Return. Each Target Company Financials have been establishedhas complied with all applicable Laws relating to Tax.
Appears in 2 contracts
Samples: Business Combination Agreement (Perception Capital Corp. IV), Business Combination Agreement (Perception Capital Corp. IV)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has materially complied with all applicable Laws relating to Tax.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kludein I Acquisition Corp)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all applicable Laws relating to Tax.
Appears in 1 contract
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all income and other material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger (AMCI Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Malacca Straits Acquisition Co LTD)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which and all such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Business Combination Agreement (Alussa Energy Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign income and other material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Galileo Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Twelve Seas Investment Co. II)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Delwinds Insurance Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal and other material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Industrial Tech Acquisitions II, Inc.)
