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 Acquiror Principal Shareholder, at its expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 4 contracts

Samples: Share Exchange Agreement (Vb Clothing, Inc.), Share Exchange Agreement (Cactus Ventures, Inc.), Share Exchange Agreement (Metha Energy Solutions Inc.)

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Tax Periods Ending on or Before the Closing Date. The Acquiror Principal ShareholderShareholders, at its their expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder Shareholders shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder Shareholders shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder Shareholders shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is Shareholders are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 4 contracts

Samples: Share Exchange Agreement (Nac Global Technologies, Inc.), Share Exchange Agreement (Nac Global Technologies, Inc.), Share Exchange Agreement (Lipidviro Tech Inc)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its their expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 2 contracts

Samples: Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Sweets & Treats Inc.)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Sole Shareholder, at its their expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Sole Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Sole Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Sole Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Sole Shareholder is are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 1 contract

Samples: Share Exchange Agreement (Anpulo Food, Inc.)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is Shareholders are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 1 contract

Samples: Share Exchange Agreement (RPM Dental, Inc.)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its his expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is are responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 1 contract

Samples: Share Exchange Agreement (Legacy Ventures International Inc.)

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Tax Periods Ending on or Before the Closing Date. The Acquiror Principal ShareholderAcquiror, at its their expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 1 contract

Samples: Share Exchange Agreement (AmpliTech Group, Inc.)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal ShareholderAcquiror, at its expense, shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror for all periods ending on or prior to the Closing Date which are filed after the Closing Date. The Acquiror Principal Shareholder shall permit the Acquiree to review and comment on each such Tax Return described in the preceding sentence at least twenty (20) Business Days prior to the date such Tax Returns are required to be filed and the Acquiror Principal Shareholder shall take into account in a reasonable manner any changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution of such Tax Returns or documents.

Appears in 1 contract

Samples: Share Exchange Agreement (Camp Nine, Inc.)

Tax Periods Ending on or Before the Closing Date. The Acquiror Principal Shareholder, at its expense, Equityholder Representative shall prepare or cause to be prepared in a manner consistent with prior practice and in accordance with applicable Law and file or cause to be filed all Tax Returns for the Acquiror Acquired Companies for all periods ending on or prior to the Closing Date which that are filed after the Closing DateDate and all such Tax Returns shall be prepared consistent with past practice except as otherwise required by Applicable Law. The Acquiror Principal Shareholder Equityholder Representative shall permit the Acquiree to review and comment on each such provide all Tax Return Returns described in the preceding sentence to Parent for its review and approval (such approval not to be unreasonably withheld or delayed) at least twenty fifteen (2015) Business Days prior to the due date (taking into account any extension) for the filing of such Tax Returns are required to be filed and the Acquiror Principal Shareholder Returns. The Equityholder Representative shall take into account in a reasonable manner any make all changes to such Tax Returns as are reasonably requested by the Acquiree. The Acquiror Principal Shareholder shall be liable for and timely pay any Taxes of the Acquiror with respect to such periods. Acquiree agrees to cause the Acquiror to execute the Tax Returns and any necessary documents relating Parent that Parent submits to the filing of Tax Returns for which Acquiror Principal Shareholder is responsible for preparing, which are filed after the Closing Date except Equityholder Representative no less than five (5) Business Days prior to the extent that the Acquiree may be subject to any liability or penalty as a result of the execution due date of such Tax Returns and shall provide Parent with such Tax Returns reasonably in advance of such due date to enable timely filing of such Tax Returns. Parent shall file or documentscause to be filed such Tax Returns, provided, that, for the avoidance of doubt, pursuant to Article 10, Parent may recover from the Indemnity Escrow Fund an amount equal to such Taxes of the Acquired Companies required to be remitted with such Tax Returns for such periods.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Avago Technologies LTD)

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