Common use of Tax Periods Ending on or Before the Closing Date Clause in Contracts

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

Appears in 10 contracts

Samples: Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc), Agreement and Plan of Merger (Neomedia Technologies Inc)

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Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing. Shareholders acknowledge that upon Closing any election to be taxed as a Subchapter S Corporation will terminate and that Shareholders will be responsible for all taxes due up to the day of Closing.

Appears in 3 contracts

Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)

Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and shall file or cause to be filed (in a manner consistent with past custom and practice of the Company) all Tax Returns for of the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after before the Closing Date.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (NewGen Technologies, Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Biomarin Pharmaceutical Inc), Stock Purchase Agreement (Biomarin Pharmaceutical Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Shareholders to review and comment on each such Tax Return described in the preceding sentence prior to filing. Shareholders acknowledge that upon Closing their election to be taxed as a Subchapter S Corporation will terminate and that Shareholders will be responsible for all taxes due up to the day of Closing.

Appears in 2 contracts

Samples: Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp), Non Employee Shareholders Stock Purchase and Sale Agreement (Omni Energy Services Corp)

Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.

Appears in 2 contracts

Samples: Equity Purchase Agreement (Adial Pharmaceuticals, Inc.), Stock Purchase Agreement (Heat Biologics, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer shall The Seller will prepare or cause to be prepared and file or cause to be filed when due all Tax Returns for of the Company and or with respect to the assets or activities of the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing Date.Date and will remit all Taxes shown due on such Tax Returns to the extent such Tax liability is not included as a Liability in the determination of Net Working Capital under Section

Appears in 2 contracts

Samples: Purchase Agreement (Allegheny Energy Supply Co LLC), Purchase Agreement (Allegheny Energy Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Members to review and comment on each such Tax Return described in the preceding sentence prior to filing. Members acknowledge that upon Closing any election to be taxed as a Subchapter S Corporation will terminate and that Members will be responsible for all taxes due up to the day of Closing.

Appears in 1 contract

Samples: Membership Interest Purchase and Sale Agreement (Omni Energy Services Corp)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing DateDate (each, a “Pre-Closing Tax Period”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Sorrento Therapeutics, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Seller to review and comment on each Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Exhibit 2 Stock Purchase Agreement (Officeland Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary Target for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Target to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Afc Cable Systems Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare (or cause to be prepared prepared) and file (or cause to be filed filed) all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate and all Straddle Period Tax Returns. Buyer shall permit the Sellers to review and comment on each such Tax Return described in the immediately preceding sentence prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gs Agrifuels Corp)

Tax Periods Ending on or Before the Closing Date. Seller shall prepare or cause to be prepared all Tax Returns for the Companies for all Tax periods ending on or prior to the Closing Date (“Pre-Closing Tax Periods”) which are required to be filed on or prior to the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Pre-Closing Date Tax Periods which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pure Earth, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall cause the Company to prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) due after the Closing Date.

Appears in 1 contract

Samples: Share Purchase Agreement (Synthetic Biologics, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDecember 31, 2015 federal returns).

Appears in 1 contract

Samples: Stock Purchase Agreement (International Packaging & Logistics Group Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Versar Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary Enhance for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate as soon as practicable and prior to the date due (including any proper extensions thereof).

Appears in 1 contract

Samples: Stock Purchase Agreement (Numobile, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Purchaser shall permit the Seller to review and comment on each such Return described in the preceding sentence prior to filing and shall make such revisions to such Returns as are reasonably requested by the Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Optio Software Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

Appears in 1 contract

Samples: Merger Agreement (Braun Consulting Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all tax periods ending on or prior to the Closing Date which are required have not been filed prior to be filed the Closing Date (taking into account all extensions properly obtained) after "Pre-Closing Tax Returns"). Buyer shall permit Sellers to review and comment on each such Pre-Closing Tax Return prior to filing, to the extent such Pre-Closing Tax Return relates to operations of the Company on or prior to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Axsys Technologies Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company Companies and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Seller to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Redhawk Energy Corp)

Tax Periods Ending on or Before the Closing Date. Buyer Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and (or any extensions for the Company Subsidiary filing thereof) for all periods ending on or prior to the Closing Date or for which the date of measurement for such Tax occurs on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. All such Tax Returns shall be prepared in accordance with past practice. Seller shall permit Purchaser to review and comment on each such Tax Return prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nathans Famous Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Seller shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Seller shall permit the Buyer to review and comment on each such Tax Return described in the preceding sentence prior to filing. Seller shall pay any Taxes shown on any such Tax Returns.

Appears in 1 contract

Samples: Stock Purchase Agreement (Advanced Communication Systems Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for of the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Major Stockholder shall reimburse the Purchaser for Taxes of the Company with respect to all taxable periods ending on or before the Closing Date, except to the extent such Taxes were reflected as a current liability on the Final Working Capital Schedule, within ten (10) Business Days after payment by the Purchaser or the Company of such Taxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (PRGX Global, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer Stake shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Stake shall permit the Vendors to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Agreement (Stake Technology LTD)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all Tax Returns for of the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.. Buyer shall upon request permit the Shareholders to review and comment on each such Tax Return described in the preceding sentence

Appears in 1 contract

Samples: Share Purchase Agreement (Minerva Neurosciences, Inc.)

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Tax Periods Ending on or Before the Closing Date. Buyer Shareholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) on or after the Closing Date. Shareholders shall permit the Purchaser to review and comment on each such Tax Return described in the preceding sentence at least 72 hours prior to Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Synagro Technologies Inc)

Tax Periods Ending on or Before the Closing Date. Buyer Stake shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Stake shall permit the Vendor to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Agreement (Stake Technology LTD)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare prepare, or cause to be prepared prepared, and file file, or cause to be filed filed, all Tax Returns for of the Company Acquired Companies and the Company Subsidiary Subsidiaries of the Acquired Companies for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mandalay Media, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Signature Group Holdings Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Company shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Company shall permit Buyer to review and consent to each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ideanomics, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Purchaser shall prepare or cause to be prepared and timely file or cause to be timely filed (taking into account all extensions) all Tax Returns for of the Company and the Company Subsidiary each of its Subsidiaries for all periods ending on or prior to the Closing Date which Date. Purchaser shall permit the Shareholder Representative to review and comment on each such Tax Return described in the immediately preceding sentence prior to filing and shall make such revisions to such Tax Returns as are required to be filed (taking into account all extensions properly obtained) after reasonably requested by the Closing DateShareholder Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tri-S Security Corp)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary any of its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. Buyer shall permit the Stockholder Representative to review and comment on each such Tax Return described in the preceding sentence prior to filing and shall make such revisions to such Tax Returns as are reasonably requested by the Stockholder Representative.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Commerce Planet)

Tax Periods Ending on or Before the Closing Date. Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed prepare, at the Company’s expense, all Tax Returns returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) due after the Closing Date, such returns to be prepared in a manner consistent with prior years. The Sellers shall be liable for any and all Taxes actually due and payable with respect to any period ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (Financial Gravity Companies, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer The Seller Entities shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the each Company and the Company Subsidiary including Income Tax Returns for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date, and shall timely pay all taxes shown thereon to be due, all at the expense of the Seller Entities. The Buyer shall cooperate with the Seller Entities in preparing such Tax Returns.

Appears in 1 contract

Samples: Securities Purchase Agreement (Uil Holdings Corp)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed in a timely manner all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which regardless of when they are required to be filed (taking into account all extensions properly obtained) after filed. Seller shall pay when due the Closing DateTaxes attributable to the Company with respect to such periods.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Anr Pipeline Co)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary its Subsidiaries for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Check Point Software Technologies LTD)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.. The Buyer shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing. (b)

Appears in 1 contract

Samples: Stock Purchase Agreement (Ecoland International)

Tax Periods Ending on or Before the Closing Date. Buyer The Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for with respect to the Company and the Company Subsidiary Assets for all periods ending on or prior to the Closing Date which regardless of when they are required to be filed (taking into account all extensions properly obtained) after filed. The Sellers shall pay or cause to be paid the Closing DateTaxes attributable to the Assets with respect to such periods.

Appears in 1 contract

Samples: Asset Sale Agreement (Sunoco Inc)

Tax Periods Ending on or Before the Closing Date. Buyer The Shareholders shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Shareholders shall permit Parent to review and comment on each such Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Collegelink Com Incorp)

Tax Periods Ending on or Before the Closing Date. Buyer Sellers shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Sellers shall permit the Buyers to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sunrise Usa Inc)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns for the Company and the Company Subsidiary for all Tax periods ending on or prior to the Closing Date which that are required to be filed (taking into account all extensions properly obtained) after the Closing DateDate (“Pre-Closing Tax Periods”).

Appears in 1 contract

Samples: Unit Purchase Agreement (Galena Biopharma, Inc.)

Tax Periods Ending on or Before the Closing Date. Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date. The Buyer shall permit the Sellers to review and comment on each such Tax Return described in the preceding sentence prior to filing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Novus Robotics Inc.)

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