Parent and Merger Sub Reports and Returns Clause Samples

Parent and Merger Sub Reports and Returns. Parent and Merge Sub shall, and Parent shall cause each of its Subsidiaries to, duly and timely, file all material reports and returns required to be filed with any Governmental Body prior to Closing, which reports and returns shall be prepared in accordance with all applicable regulatory requirements in all material respects. Parent, Merger Sub and each of Parent's Subsidiaries shall promptly pay all Taxes and other quasi-governmental charges levied or assessed upon any such Person or its respective properties prior to the date on which penalties attach thereto and all lawful claims which, if unpaid when due and payable, might become an Encumbrance
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Related to Parent and Merger Sub Reports and Returns

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • The Merger Closing Effective Time 1.1. The Merger 1 1.2. Closing 2 1.3. Effective Time 2

  • Capitalization of Merger Sub The authorized capital stock of Merger Sub consists solely of 1,000 shares of common stock, par value $0.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding capital stock of Merger Sub is, and at the Effective Time will be, owned by Parent or a direct or indirect wholly-owned Subsidiary of Parent. Merger Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation and pursuant to this Agreement and the Merger and the other transactions contemplated by this Agreement.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows: