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).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc), Asset Purchase Agreement (Champion Enterprises Inc)
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 ’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 Schedule 3.14(c).
Appears in 2 contracts
Samples: Asset Purchase Agreement (Nexgen Biofuels LTD), Asset Purchase Agreement (Nexgen Biofuels LTD)
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 ’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(cExhibit 3.12(c).
Appears in 2 contracts
Samples: Security Agreement (Viva International Inc), Asset Purchase Agreement (Jordan 1 Holdings Co)
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 ’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(cSchedule 2.13(c).
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Proper Accrual. The charges, accruals 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 ’s liability for Taxes. There exists no proposed tax assessment or deficiency against Seller except as disclosed in the Pro Forma Interim Balance Sheet or in Part 3.14(c3.11(c).
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Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and to the Knowledge of Seller are at least equal to Seller's ’s liability for Taxes. There To the Knowledge of Seller, there exists no proposed tax assessment or deficiency against Seller except as disclosed in the Pro Forma Interim Balance Sheet or in Part 3.14(c)the Closing Date Financial Statements.
Appears in 1 contract
Samples: Asset Purchase Agreement (Caraustar Industries Inc)
Proper Accrual. The To Seller’s Knowledge, 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 ’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)Schedule 3.14.
Appears in 1 contract
Samples: Asset Purchase Agreement (Express-1 Expedited Solutions Inc)
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 [Interim] Balance Sheet or in Part 3.14(c).
Appears in 1 contract
Samples: Asset Purchase Agreement
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records financial statements of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller's ’s liability for Taxes. There exists no proposed tax assessment or deficiency against Seller except as disclosed in the Pro Forma Interim Balance Sheet or in Part on Schedule 3.14(c).
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Proper Accrual. The charges, accruals and reserves with respect to Taxes related to the Assets on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller's liability for TaxesTaxes related to the Assets. There exists no proposed tax assessment or deficiency related to the Assets against Seller except as disclosed in the Pro Forma Interim Balance Sheet and Operating Statement or in Part 3.14(c).
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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 ’s liability for Taxes. There exists no proposed tax Tax assessment or deficiency against Seller except as disclosed in the Pro Forma Balance Sheet or in Part 3.14(c3.13(c).
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