Common use of Tax Returns and Payment of Taxes Clause in Contracts

Tax Returns and Payment of Taxes. The Target and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. Neither Target nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Target or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Target has made an adequate provision for such Taxes in the Target’s financial statements (in accordance with GAAP). The Target’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Target and its Subsidiaries through the date of such financial statements. Neither the Target nor any of its Subsidiaries has incurred any material liability for Taxes since the date of the Target’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)

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Tax Returns and Payment of Taxes. The Target and each of its Subsidiaries have has duly and timely filed or caused to be timely filed (taking into account any valid extensionsextension of time in which to file) all material Tax Returns required to be filed by themit. Such Tax Returns are true, complete and correct in all material respects. Neither the Target nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any income or other material Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Target or any of and its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Target has made an adequate provision for such Taxes in the Target’s financial statements (in accordance with GAAP). The Target’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Target and its Subsidiaries through the date of such financial statements. Neither the Target nor any of its Subsidiaries has incurred any Liability for material liability for Taxes since the date of the Target’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.)

Tax Returns and Payment of Taxes. The Target Acquirer and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. Neither Target Acquirer nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Target Acquirer or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Target Acquirer has made an adequate provision for such Taxes in the TargetAcquirer’s financial statements (in accordance with GAAP). The Target’s Acquirer ‘s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Target Acquirer and its Subsidiaries through the date of such financial statements. Neither the Target Acquirer nor any of its Subsidiaries has incurred any material liability for Taxes since the date of the Target’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vaporin, Inc.), Agreement and Plan of Merger (Vapor Corp.)

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Tax Returns and Payment of Taxes. The Target GPAY and each of its Subsidiaries have duly and timely filed or caused to be filed (taking into account any valid extensions) all material Tax Returns required to be filed by them. Such Tax Returns are true, complete and correct in all material respects. Neither Target GPAY nor any of its Subsidiaries is currently the beneficiary of any extension of time within which to file any Tax Return other than extensions of time to file Tax Returns obtained in the ordinary course of business consistent with past practice. All material Taxes due and owing by the Target GPAY or any of its Subsidiaries (whether or not shown on any Tax Return) have been timely paid or, where payment is not yet due, the Target GPAY has made an adequate provision for such Taxes in the TargetGPAY’s financial statements (in accordance with GAAP). The TargetGPAY’s most recent financial statements reflect an adequate reserve (in accordance with GAAP) for all material Taxes payable by the Target GPAY and its Subsidiaries through the date of such financial statements. Neither the Target GPAY nor any of its Subsidiaries has incurred any material liability for Taxes since the date of the TargetGPAY’s most recent financial statements outside the ordinary course of business or otherwise inconsistent with past practice.

Appears in 1 contract

Samples: Merger Agreement (Gold Party Payday Inc)

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