Common use of Tax Returns and Tax Payments Clause in Contracts

Tax Returns and Tax Payments. (i) Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Pubco by a taxing authority in a jurisdiction where Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Pubco did not, as of the date of the most recent financial statements included in the Pubco SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the date of the most recent financial statements included in the Pubco SEC Documents, Pubco has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Pubco will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Pubco.

Appears in 10 contracts

Samples: Agreement and Plan of Share Exchange (Yubo International Biotech LTD), Agreement and Plan of Share Exchange (Yubo International Biotech LTD), Share Exchange Agreement (Marine Drive Mobile Corp.)

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Tax Returns and Tax Payments. (i) Pubco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Pubco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Pubco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Pubco by a taxing authority in a jurisdiction where Pubco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Pubco did not, as of the date of the most recent financial statements included in the Pubco SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the date of the most recent financial statements included in the Pubco SEC Documents, Pubco has not incurred any liability for Taxes outside the ordinary course Ordinary Course of business Business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Pubco will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of Pubco.

Appears in 5 contracts

Samples: Exchange Agreement (Traqer Corp), Exchange Agreement (Stuart King Capital Corp), Exchange Agreement (Freebutton, Inc.)

Tax Returns and Tax Payments. (i) Pubco OICco has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Pubco OICco has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Pubco OICco is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Pubco OICco by a taxing authority in a jurisdiction where Pubco OICco does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Pubco OICco did not, as of the date of the most recent financial statements included in the Pubco SEC DocumentsOICco Balance Sheet Date, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the date OICco Balance Sheet Date, neither OICco nor any of the most recent financial statements included in the Pubco SEC Documents, Pubco its subsidiaries has not incurred any liability for Taxes outside the ordinary course of business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Pubco OICco and its subsidiaries will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of PubcoOICco.

Appears in 2 contracts

Samples: Share Exchange Agreement and Plan of Reorganization (Oicco Acquisition I, Inc.), Share Exchange Agreement and Plan of Reorganization (Oicco Acquisition I, Inc.)

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Tax Returns and Tax Payments. (i) Pubco Echo has timely filed with the appropriate taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns are true, correct and complete in all respects. All Taxes due and owing by Pubco Echo has been paid (whether or not shown on any Tax Return and whether or not any Tax Return was required). Pubco Echo is not currently the beneficiary of any extension of time within which to file any Tax Return or pay any Tax. No claim has ever been made in writing or otherwise addressed to Pubco Echo by a taxing authority in a jurisdiction where Pubco Echo does not file Tax Returns that it is or may be subject to taxation by that jurisdiction. The unpaid Taxes of Pubco Echo did not, as of the date of the most recent financial statements included in the Pubco Echo SEC Documents, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). Since the date of the most recent financial statements included in the Pubco Echo SEC Documents, Pubco Echo has not incurred any liability for Taxes outside the ordinary course Ordinary Course of business Business consistent with past custom and practice. As of the Closing Date, the unpaid Taxes of Pubco Echo will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the books and records of PubcoEcho.

Appears in 1 contract

Samples: Exchange Agreement (Echo Automotive, Inc.)

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