Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return), 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: Business Combination Agreement and Plan of Merger (Zalatoris II Acquisition Corp), Business Combination Agreement and Plan of Merger (Zalatoris Acquisition Corp.), Business Combination Agreement and Plan of Merger (DUET Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required by Law 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 by Law to be paid, collected or withheld (whether or not reflected on such Tax Return)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 TaxTaxes.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Genesis Growth Tech Acquisition Corp.), Agreement and Plan of Merger (First Light Acquisition Group, Inc.), Agreement and Plan of Merger (Edoc Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP. Each Target Company has complied with all applicable Laws relating to Tax.
Appears in 2 contracts
Samples: Share Exchange Agreement (Fountain Healthy Aging, Inc.), Share Exchange Agreement (Image Chain Group Limited, Inc.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign 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 (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
Appears in 2 contracts
Samples: Merger Agreement (Borqs Technologies, Inc.), Merger Agreement (Pacific Special Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Americas Technology Acquisition Corp.), Agreement and Plan of Merger (Data Knights Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensionsextensions that are automatically granted as a matter of law), 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)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 2 contracts
Samples: Agreement and Plan of Merger (Global Blockchain Acquisition Corp.), Agreement and Plan of Merger (Digital World Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 (whether or not reflected on such Tax Return)withheld, other than such Taxes being contested in good faith for which adequate reserves in the Company Financials have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arogo Capital Acquisition Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all material federal, provincial, 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, in all material respects, all Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
Appears in 1 contract
Samples: Business Combination Agreement (Healthwell Acquisition Corp. I)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each In the last five (5) years, 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 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials Financial Statements have been established. Each Target Company has complied with all applicable Laws relating to TaxTaxes, in all material respects.
Appears in 1 contract
Samples: Business Combination Agreement (Tristar Acquisition I Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all 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 Taxes required to be paid, collected or withheld (whether or not reflected on such Tax Return)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 TaxTax in all material respects.
Appears in 1 contract
Samples: Business Combination Agreement (Apeiron Capital Investment Corp.)
Taxes and Returns. (a) Each Target Company has or will have timely filed, or caused to be timely filed, all United States federal income Tax Returns, and all 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 (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied with all material applicable Laws laws relating to Tax.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Biolife Solutions 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 (whether or not reflected on such Tax Return)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 TaxTax in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Artemis Strategic 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 (whether or not reflected on such Tax Return)withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. Each Target Company has complied in all material respects with all applicable Laws relating to Tax.
Appears in 1 contract
Samples: Business Combination Agreement (Finnovate Acquisition Corp.)
