Common use of Preparation and Filing of Tax Returns Clause in Contracts

Preparation and Filing of Tax Returns. (i) The COMPANY shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

Appears in 6 contracts

Samples: Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc), Agreement and Plan (Nationwide Staffing Inc)

AutoNDA by SimpleDocs

Preparation and Filing of Tax Returns. (i) The COMPANY shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS Each STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due.

Appears in 3 contracts

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc), Agreement and Plan of Organization (Comfort Systems Usa Inc)

Preparation and Filing of Tax Returns. (i) The COMPANY shallCompany, if possible, or otherwise the Stockholders shall file or cause to be filed all separate Returns tax returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date, and shall permit RV Centers to review all such tax returns prior to such filings except with respect to information pertaining to members of a consolidated group other than the Company. Notwithstanding Unless the foregoingCompany is a C corporation, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Company's Financial Statements) shown by such Returns tax returns to be duedue or otherwise attributable to such tax returns.

Appears in 3 contracts

Samples: Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc), Acquisition Agreement (Rv Centers Inc)

Preparation and Filing of Tax Returns. (i) The COMPANY shallSubsequent to the approval of Jeff Fatica on behalf of the Stockholders, the Company, if possiblepxxxxxxx, xx otherwise the Stockholders shall file or cause to be filed all separate Tax Returns (federal, state, local or otherwise) of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding Pentacon shall be given the foregoingopportunity to review all such Returns prior to such filings. Unless the Company is a C corporation, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS Stockholders shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due, subject to the provisions of 7.3(iii).

Appears in 2 contracts

Samples: Agreement and Plan of Organization (Pentacon Inc), Agreement and Plan of Organization (Pentacon Inc)

AutoNDA by SimpleDocs

Preparation and Filing of Tax Returns. (i) The COMPANY shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company COMPANY Financial Statements) shown by such Returns to be due.

Appears in 1 contract

Samples: Agreement and Plan of Organization (Comfort Systems Usa Inc)

Preparation and Filing of Tax Returns. (i) The COMPANY COMPANIES shall, if possible, file or cause to be filed all separate Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. Notwithstanding the foregoing, the STOCKHOLDERS STOCKHOLDER shall file or cause to be filed all separate federal income Tax Returns of any Acquired Party for all taxable periods that end on or before the Funding and Consummation Date. The STOCKHOLDERS STOCKHOLDER shall pay or cause to be paid all Tax liabilities (in excess of all amounts already paid with respect thereto or properly accrued or reserved with respect thereto on the Company Financial Statements) shown by such Returns to be due.

Appears in 1 contract

Samples: Agreement and Plan (Nationwide Staffing Inc)

Time is Money Join Law Insider Premium to draft better contracts faster.