Common use of Taxes and Returns Clause in Contracts

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (PowerUp Acquisition Corp.), Agreement and Plan of Merger (Semper Paratus Acquisition Corp), Agreement and Plan of Merger (Megalith Financial Acquisition Corp)

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Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct accurate and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Clover Leaf Capital Corp.), Agreement and Plan of Merger (Digital Ally, Inc.), Agreement and Plan of Merger (Aesther Healthcare Acquisition Corp.)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished in accordance with IFRS. The Company has complied with all applicable Laws relating to Tax.

Appears in 3 contracts

Samples: Share Exchange Agreement (Lepota Inc), Share Exchange Agreement (Resort Savers, Inc.), Share Exchange Agreement (Resort Savers, Inc.)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns and reports required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been establishedestablished in accordance with GAAP. The Company has complied with all applicable Laws relating to Tax.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fountain Healthy Aging, Inc.), Share Exchange Agreement (Abv Consulting, Inc.)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, stateprovincial, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Business Combination Agreement (Pono Capital Three, Inc.)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required by Law to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to TaxTaxes.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MTech Acquisition Corp)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Biolife Solutions Inc)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Contribution and Exchange Agreement (Denali Capital Acquisition Corp.)

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Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied in all material respects with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Share Purchase Agreement (Energem Corp)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all material federal, state, local and foreign Tax Returns returns and reports required to be filed by it the Company or any of its Subsidiary, if applicable (taking into account all available extensions) (collectively, “Tax Returns”), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Share Purchase Agreement (Ionix Technology, Inc.)

Taxes and Returns. (a) The Company has or will have timely filed, or caused to be timely filed, all federal, state, local income and foreign other material Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied established in accordance with all applicable Laws relating to TaxGAAP.

Appears in 1 contract

Samples: Business Combination Agreement (Quantum FinTech Acquisition Corp)

Taxes and Returns. (a) The a. Each Acquired Company has or will have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Each Acquired Company has complied with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)

Taxes and Returns. (a) The Company has or will shall have timely filed, or caused to be timely filed, all federal, state, local and foreign Tax Returns required to be filed by it (taking into account all available extensions), which Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Company Financials have been established. The Company has complied in all material respects with all applicable Laws relating to Tax.

Appears in 1 contract

Samples: Business Combination Agreement (Keyarch Acquisition Corp)

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