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 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 charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (as determined in accordance with GAAP).
Proper Accrual. The unpaid Taxes of the Company (i) did not, as of December 26, 2015, exceed the accruals and reserves with respect to Taxes on the Financial Statements (excluding any reserves for deferred Taxes to reflect any differences between book and Tax items), and (ii) do not exceed such accruals and reserves as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing Tax Returns.
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 Records of Seller are computed in accordance with GAAP. There exists no proposed tax assessment or deficiency against Seller.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Sellers and Foreign Subsidiaries are adequate (determined in accordance with GAAP) and are at least equal to Sellers’ and Foreign Subsidiaries’ liability for Taxes. There exists no proposed tax assessment or deficiency against any Seller except as disclosed in the Interim Statement of Assets and Liabilities or in Part 3.14(c).
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. To the Actual Knowledge, of Seller, there exists no proposed tax assessment or deficiency against Seller except as disclosed in the Audited Balance Sheet or in Schedule 3.11(c).
