Tax Reserves. All material Taxes payable by the Company and its subsidiaries for all taxable periods and portions thereof through the date of the most recent financial statements contained in the Company Financial Statements filed prior to the date of this Agreement are properly reflected in such financial statements in accordance with GAAP, and the unpaid Taxes of the Company and its subsidiaries do not exceed the amount shown therefor on such financial statements adjusted for the passage of time through the Effective Time in accordance with past custom and practice of the Company and its subsidiaries in filing their Tax Returns.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Berkshire Energy Resources), Agreement and Plan of Merger (Energy East Corp), Agreement and Plan of Merger (Energy East Corp)
Tax Reserves. All material Taxes payable by the Company and its subsidiaries Subsidiaries for all taxable periods and portions thereof through the date of the most recent financial statements contained in the Company Financial Statements filed delivered to Parent prior to the date of this Agreement are properly reflected in such financial statements in accordance with GAAP, and the unpaid Taxes of the Company and its subsidiaries Subsidiaries do not exceed the amount shown therefor on such financial statements statements, adjusted for the passage Taxes incurred in the ordinary course of time business through the Effective Time in accordance with past custom and practice of the Company and its subsidiaries in filing their Tax ReturnsTime.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Valley Resources Inc /Ri/), Agreement and Plan of Merger (Southern Union Co)
Tax Reserves. All material Taxes payable by the Company and its subsidiaries for all taxable periods and portions thereof through the date of the most recent financial statements contained in the Company Financial Statements filed prior to the date of this Agreement are properly reflected in such financial statements in accordance with GAAP, and the unpaid Taxes of the Company and its subsidiaries do as of the Effective Time are not reasonably expected to exceed the amount shown therefor on such financial statements adjusted for the passage of time through the Effective Time in accordance with past custom and practice of the Company and its subsidiaries in filing their Tax Returns.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Central Maine Power Co), Agreement and Plan of Merger (Energy East Corp)
