Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller's liability for Taxes. There exists no proposed tax assessment or deficiency against Seller except as disclosed in the Pro Forma Balance Sheet or in Part 3.14(c).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Company are adequate (determined in accordance with GAAP) and are at least equal to Company's liability for Taxes. There exists no proposed Tax assessment or deficiency against Company.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (as determined in accordance with GAAP).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Parascript are adequate (determined in accordance with GAAP) and are at least equal to Parascript’s liability for Taxes. There exists no proposed tax assessment or deficiency against Parascript except as disclosed in the Parascript Interim Balance Sheet or in Part 5.11(d).
Proper Accrual. The amount of the Acquired Companies’ liability for unpaid Taxes for all periods ending on or before the Execution Date do not, in the aggregate, exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) solely with respect to the Acquired Companies as of the Execution Date, and the amount of the Acquired Companies’ liability for unpaid Taxes for all periods ending on or before the 1A Closing Date, the 1B Closing Date or the Second Closing Date shall not, in the aggregate, exceed the amount of the current liability accruals for Taxes (excluding reserves for deferred Taxes) as such accruals are reflected on the Audited Financial Statements.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Financial Statements are adequate (determined in accordance with GAAP) and are at least equal to Seller's liability for Taxes. There is no proposed tax assessment or deficiency against Seller except as disclosed in the Financial Statements.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of AHC are adequate (determined in accordance with GAAP) and are at least equal to AHC’s liability for Taxes. There exists no proposed tax assessment or deficiency against AHC except as disclosed in the AHC Interim Balance Sheet or in Part 5.11(d).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of API are adequate (determined in accordance with UK GAAP) and are at least equal to API’s liability for Taxes. There exists no proposed tax assessment or deficiency against API except as disclosed in API’s Interim Balance Sheet or in Schedule 4.11.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Bizarre are adequate (determined in accordance with GAAP) and are at least equal to Bizarre's liability for Taxes. There exists no proposed tax assessment or deficiency against Bizarre except as disclosed in the Interim Balance Sheet or in Part 5.12(c).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Mitek are adequate (determined in accordance with GAAP) and are at least equal to Mitek’s liability for Taxes. There exists no proposed tax assessment or deficiency against Mitek except as disclosed in the Mitek Interim Balance Sheet or in Part 5.11(d).
