Audits; No Deficiencies Asserted Sample Clauses

Audits; No Deficiencies Asserted. Except as set forth in the WE JAC Disclosure Letter, none of the Tax Returns of WE JAC or of any of its Subsidiaries have ever been audited by any Tax Authority, nor is any such audit in process, pending or threatened (either in writing or verbally, formally or informally), and all deficiencies asserted against WE JAC or any of its Subsidiaries as a result of IRS examinations have been paid or finally settled and no issue has been raised by any IRS examination that, by application of the same principles, is likely to result in a proposed deficiency for any other period not so examined. Except as set forth in the WE JAC Disclosure Letter, no material deficiencies with respect to Taxes, additions to Tax, interest, or penalties have been proposed or asserted against and communicated to WE JAC or any of its Subsidiaries, except those that have been paid in full and for those matters that would not result in liability being imposed against WE JAC or any of its Subsidiaries. (d)
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Audits; No Deficiencies Asserted. Except as set forth in the Miracle Industries Disclosure Letter, none of the Tax Returns of Miracle Industries or of Hydro-Spray or Indy Ventures have ever been audited by any Tax Authority, nor is any such audit in process, pending or threatened (either in writing or verbally, formally or informally), and all deficiencies asserted against Miracle Industries or Hydro-Spray or Indy Ventures or the Affiliated Groups as a result of IRS examinations have been paid or finally settled and no issue has been raised by any IRS examination that, by application of the same principles, is likely to result in a proposed deficiency for any other period not so examined. Except as set forth in the Miracle Industries Disclosure, no material deficiencies with respect to Taxes, additions to Tax, interest, or penalties have been proposed or asserted against and communicated to the Affiliated Groups, any member of the Affiliated Groups, Miracle Industries or Hydro-Spray or Indy Ventures, except those that have been paid in full and for those matters that would not result in liability being imposed against Miracle Industries or Hydro-Spray or Indy Ventures. (d)
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Audits; No Deficiencies Asserted. None of the Tax Returns of ITS PLC or any of the ITS Subsidiaries has ever been audited by any Tax Authority, nor is any such audit in process, pending or threatened (either in writing or verbally, formally or informally), and all deficiencies asserted against ITS PLC or any of the ITS Subsidiaries as a result of any Tax Authority examinations have been paid or finally settled and no issue has been raised by any Tax Authority examination that, by application of the same principles, is likely to result in a proposed deficiency for any other period not so examined. No material deficiencies with respect to Taxes, additions to Tax, interest, or penalties have been proposed or asserted against and communicated to ITS PLC or any of the ITS Subsidiaries, except those that have been paid in full and for those matters that would not result in liability being imposed against ITS PLC or any of the ITS Subsidiaries.
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Audits; No Deficiencies Asserted. None of the Tax Returns of Aero have ever been audited by any Tax Authority, nor is any such audit in process, pending or threatened (either in writing or verbally, formally or informally), and all deficiencies asserted against Aero as a result of Tax Authority examinations have been paid or finally settled and no issue has been raised by any Tax Authority examination that, by application of the same principles, is likely to result in a proposed deficiency for any other period not so examined. No material deficiencies with respect to Taxes, additions to Tax, interest, or penalties have been proposed or asserted against and communicated to Aero, except those that have been paid in full and for those matters that would not result in liability being imposed against Aero.
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Related to Audits; No Deficiencies Asserted

  • Liability for Deficiency If any sale or other disposition of Collateral by Secured Party or any other action of Secured Party hereunder results in reduction of the Obligations, such action will not release Debtor from its liability to Secured Party for any unpaid Obligations, including costs, charges and expenses incurred in the liquidation of Collateral, together with interest thereon, and the same shall be immediately due and payable to Secured Party at Secured Party's address set forth in the opening paragraph hereof.

  • Waiver; Deficiency Each Grantor waives and agrees not to assert any rights or privileges which it may acquire under Section 9-112 of the New York UCC. Each Grantor shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Collateral are insufficient to pay its Obligations and the fees and disbursements of any attorneys employed by the Administrative Agent or any Lender to collect such deficiency.

  • Material Changes; Undisclosed Events, Liabilities or Developments Since the date of the latest audited financial statements included within the SEC Reports, except as set forth on Schedule 3.1(i), (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its stockholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth on Schedule 3.1(i), no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made.

  • Procedure for Deficient Items 8.1 Agent shall examine the Subscription Form(s) received by it as agent to ascertain whether they appear to have been completed and executed in accordance with the Subscription Offer. In the event that Agent determines that any Subscription Form does not appear to have been properly completed or executed, or to be in proper form, or any other deficiency in connection with the Subscription Form appears to exist, Agent shall follow, where possible, its regular procedures to attempt to cause such irregularity to be corrected. Agent is not authorized to waive any deficiency in connection with the Subscription, unless Company provides written authorization to waive such deficiency.

  • Environmental Defects For purposes of this Agreement, the term “Environmental Defect” means, with respect to any given Asset, an individual environmental condition identified with specificity in Buyer’s Environmental Review that constitutes a material violation of Environmental Laws in effect as of the date of this Agreement in the jurisdiction in which the affected Asset is located, excluding, however any environmental conditions deemed not to be Environmental Defects by application of Section 5.04(c).

  • No Action Except Under Specified Documents The Interim Eligible Lender Trustee shall not otherwise deal with the Interim Trust Loans except in accordance with the powers granted to and the authority conferred upon the Interim Eligible Lender Trustee pursuant to this Agreement, the Purchase Agreements and the Sale Agreement.

  • Environmental Liabilities No action, proceeding, revocation proceeding, amendment procedure, writ, injunction or claim is pending, or to the Company's knowledge, threatened concerning any Environmental Permit, Hazardous Material or any Hazardous Materials Activity of the Company. The Company is not aware of any fact or circumstance which could involve the Company in any environmental litigation or impose upon the Company any environmental liability.

  • Litigation; Loss Contingencies and Violations Other than as identified on Schedule 5.07, there is no action, suit, proceeding, arbitration or, to the Company’s knowledge, investigation before or by any Governmental Authority or private arbitrator pending or, to the Company’s knowledge, threatened against or affecting the Company or any of its Subsidiaries or any property of any of them, including, without limitation, any such actions, suits, proceedings, arbitrations and investigations disclosed in the Company’s SEC Forms 10-K and 10-Q (the “Disclosed Litigation”), which (a) challenges the validity or the enforceability of any material provision of the Loan Documents or (b) has or could reasonably be expected to have a Material Adverse Effect. There is no material loss contingency within the meaning of Agreement Accounting Principles which has not been reflected in the consolidated financial statements of the Company prepared and delivered pursuant to Section 6.01(a) for the fiscal period during which such material loss contingency was incurred. Neither the Company nor any of its Subsidiaries is (i) in violation of any applicable Requirements of Law which violation could reasonably be expected to have a Material Adverse Effect, or (ii) subject to or in default with respect to any final judgment, writ, injunction, restraining order or order of any nature, decree, rule or regulation of any court or Governmental Authority which could reasonably be expected to have a Material Adverse Effect.

  • No Liability for Good Faith Determinations The Company and the members of the Board shall not be liable for any act, omission or determination taken or made in good faith with respect to this Agreement or the Restricted Stock Units granted hereunder.

  • Environmental Due Diligence Lender shall be provided with such Environmental Due Diligence for the Property as Lender may require, to be in form and content acceptable to Lender. All reports shall be addressed to Lender. Borrower shall pay for the cost of the Environmental Due Diligence.

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