Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Princeton Bancorp, Inc.), Agreement and Plan of Merger (Partners Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Partners Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all Returns. Each such Tax Returns are Return is true, correctaccurate and complete. The Company and each of its Subsidiaries has paid in full all Taxes for the period covered by such Tax Return. All Taxes not yet due and payable have been withheld or reserved for or, and complete in all material respectsto the extent that they relate to periods on or prior to the date of the Company Balance Sheet, are reflected as a liability thereon.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc), Agreement and Plan of Reorganization (Imagemax Inc)
Taxes and Tax Returns. (a) Each of the Company Parent and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, correct and complete in all material respects.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Princeton Bancorp, Inc.), Agreement and Plan of Merger (Two River Bancorp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, correct and complete in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Oceanfirst Financial Corp)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused (including, pursuant to be filed (giving effect to all applicable extensionsextensions granted without penalty) all material Tax Returns required to be filed by any of them, it and all such Tax Returns are true, correct, correct and complete in all material respects. Each of the Company and its Subsidiaries have paid in full, or made adequate provision in the financial statements of the Company (in accordance with GAAP) for, all Taxes shown as due on such Tax Returns.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Southern Community Financial Corp)
Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and timely filed (or caused to be has had timely filed (giving effect to all applicable extensionson its behalf) with the appropriate Tax Authorities all material Tax Returns required to be filed by any the Company and each of themits Subsidiaries, and all such Tax Returns are true, correct, and complete in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Pixar \Ca\), Agreement and Plan of Merger (Walt Disney Co/)
Taxes and Tax Returns. (a) Each of the Company Partners and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LINKBANCORP, Inc.), Agreement and Plan of Merger (Partners Bancorp)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns Return required to be filed by by, or on behalf of, the Company has been timely filed (taking into account any of them, and all valid extensions). Each such Tax Returns are Return is true, correct, correct and complete in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Second Sight Medical Products Inc), Agreement and Plan of Merger and Reorganization (Synta Pharmaceuticals Corp)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused (including, pursuant to be filed (giving effect to all applicable extensionsextensions granted without penalty) all material Tax Returns required to be filed by any of them, it and all such Tax Returns are true, correct, correct and complete in all material respects. Each of the Company and its Subsidiaries has paid in full, or made adequate provision in the financial statements of the Company (in accordance with GAAP) for, all Taxes due (regardless of whether or not reflected on Tax Returns filed by the Company or its Subsidiaries).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Park Sterling Corp), Agreement and Plan of Merger (Provident Community Bancshares, Inc.)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be timely filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of themfiled, and all such Tax Returns are true, correct, correct and complete in all material respectsrespects and all material Taxes that are due and payable in respect of such Tax Returns (whether or not shown thereon), other than Taxes which are being contested in good faith and are adequately reserved against or provided for (in accordance with GAAP) in the Company Financial Statements, have been paid.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Gerdau Ameristeel Corp), Agreement and Plan of Merger (Chaparral Steel CO)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material All Tax Returns required to be filed by or with respect to the Company or any of them, its Subsidiaries have been duly and all such timely filed. Such Tax Returns (i) were prepared in the manner required by applicable law, (ii) are true, correct, and complete in all material respects, and (iii) accurately reflect the liability for Taxes of the Company and of its Subsidiaries in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solexa, Inc.), Agreement and Plan of Merger (Illumina Inc)
Taxes and Tax Returns. (a) Each of the Company Buyer and its Subsidiaries has duly and (i) timely filed (or caused to be there has been timely filed (giving effect to on its behalf) with the appropriate Governmental Authorities all applicable extensions) all material Tax Returns required to be filed by any of them, it (giving effect to all extensions) and all such Tax Returns are true, correct, correct and complete in all material respects; and (ii) timely paid in full (or there has been timely paid in full on its behalf) all Taxes required to have been paid by it.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookline Bancorp Inc), Agreement and Plan of Merger (PCSB Financial Corp)
Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and have (i) timely filed or caused to be filed (giving effect to all applicable taking into account any valid extensions) all material Tax Returns required to be filed by any of them, and (ii) paid, or have reserved in accordance with GAAP in the Company’s financial statements, all such Tax Returns Taxes that are true, correct, and complete in all required to be paid. Neither the Company nor any of its Subsidiaries has incurred any material respectsLiability for Taxes since the Balance Sheet Date outside the ordinary course of business or otherwise inconsistent with past practice.
Appears in 1 contract
Samples: Acquisition Agreement (Kennedy Cabot Acquisition, LLC)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects. Neither Company nor any of its Subsidiaries is the beneficiary of any extension of time within which to file any material Tax Return (other than extensions to file Tax Returns obtained in the ordinary course of business).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Territorial Bancorp Inc.)
Taxes and Tax Returns. (a) Each of the Company Seller and its Subsidiaries has (i) duly and timely filed or caused to be filed (giving effect to all applicable extensions) with the appropriate Governmental Entities all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete correct in all material respectsrespects and complete, and (ii) timely paid in full all Taxes required to have been paid by it (whether or not shown on any Tax Return).
Appears in 1 contract
Taxes and Tax Returns. (a) Each of the Company Buyer and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns required to be filed by any of them, and all such Tax Returns are true, correct, and complete in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Veritex Holdings, Inc.)
Taxes and Tax Returns. (ai) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all All material Tax Returns required to be filed by the Buyer and its Subsidiaries have been timely (within any of themapplicable extension periods) filed, and all such Tax Returns are true, correct, complete and complete correct in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (M III Acquisition Corp.)
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns Return required to be filed by by, or on behalf of, the Group Companies has been timely filed (taking into account any of them, and all valid extensions). Each such Tax Returns are Return is true, correct, correct and complete in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Flexible Solutions International Inc)
Taxes and Tax Returns. (a) Each of the The Company and each of its Subsidiaries has duly and have (i) timely filed or caused to be filed (giving effect to all applicable taking into account any valid extensions) all material Tax Returns required to be filed by any of them, and (ii) paid, or have reserved in accordance with GAAP in the Company's financial statements, all such Tax Returns Taxes that are true, correct, and complete in all required to be paid. Neither the Company nor any of its Subsidiaries has incurred any material respectsLiability for Taxes since the Balance Sheet Date outside the ordinary course of business or otherwise inconsistent with past practice.
Appears in 1 contract
Taxes and Tax Returns. (a) Each of the Company and its Subsidiaries has duly and timely filed or caused to be filed (giving effect to all applicable extensions) all material Tax Returns Return required to be filed by any of themby, or on behalf of, the Company, and all each material Tax Return in which the Company was required to be included, has been timely filed. Each such Tax Returns are Return was true, correct, correct and complete in all material respects.
Appears in 1 contract
