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

Tax Periods Ending on or Before the Closing Date. The Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Parent shall permit the Stockholder Representative to review and approve each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing, which such approval shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marchex Inc)

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Tax Periods Ending on or Before the Closing Date. The Parent shall prepare or cause to be prepared and file or cause to be filed all income Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Parent shall permit provide the Stockholder Representative the opportunity to review and approve comment on each such income Tax Return described in the preceding sentence at least thirty (30) days prior to filing, which filing and shall make such approval shall not be unreasonably withheld or delayedrevisions to such income Tax Returns as are reasonably requested by the Stockholder Representative.

Appears in 1 contract

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

Tax Periods Ending on or Before the Closing Date. The Tax Returns. Parent shall prepare or cause to be prepared and file or cause to be filed filed, consistent with the Company’s past practice unless otherwise required by Law, all Tax Returns for the Company for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Except to the extent that such Taxes were taken into account in calculating Company Net Cash, the Company Stockholders shall reimburse Parent shall permit the Stockholder Representative for Taxes with respect to review and approve each such Tax Return described in the preceding sentence at least thirty periods within fifteen (3015) days prior after the date on which Taxes are paid with respect to filing, which such approval shall not be unreasonably withheld or delayedperiods.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peplin Inc)

Tax Periods Ending on or Before the Closing Date. The Parent shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which that are filed after the Closing Date. The Parent Date in a manner consistent with past practice except as required by applicable law and shall permit provide such Tax Returns to the Stockholder Representative to for its review and approve each such Tax Return described in the preceding sentence approval, not to be unreasonably withheld, at least thirty ten (3010) days prior to filing. Pursuant to Article 10, which Parent may recover from the Escrow Fund an amount equal to such approval shall not be unreasonably withheld or delayedTaxes of the Company for such periods.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Care.com Inc)

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Tax Periods Ending on or Before the Closing Date. The Parent Shareholders ------------------------------------------------ shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company for all periods ending on or prior to the Closing Date which that are filed after the Closing Date. The Parent Shareholders shall permit the Stockholder Representative Parent to review and approve comment on each such Tax Return described in the preceding sentence at least thirty (30) days prior to filing, which such approval shall not be unreasonably withheld or delayed.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Flycast Communications Corp)

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