Southern and Sample Clauses

Southern and. Xxxxx Trucking have delivered to Buyer the annual financial statements (including balance sheets and statements of income, cash flows, and retained earnings) of Southern at and for the period ended June 30, 1996, 1997, and 1998 and of Xxxxx Trucking at and for the period ended December 31, 1995, 1996, and 1997, and the associated accountants review reports, as well as the internal financial statements of each company at and for the period ended July 31, 1998 (collectively, the "Historical Financial Statements"). The Historical Financial Statements and all notes thereto are true, correct, and complete, have been prepared in accordance with GAAP, consistently applied, present fairly the financial condition and results of operations, changes in stockholder's equity and cash flows of Southern and Xxxxx Trucking at and for all periods reflected therein, and are consistent with the books and records of Southern and Xxxxx Trucking, which books and records are correct and complete. Copies of the Historical Financial Statements are attached as Schedule 4.3(f).
Sample 1
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Southern and. Xxxxx Trucking have each received a notice of deficiency from the Internal Revenue Service and are the subject of proceedings initiated by the Internal Revenue Service with respect to the 1992 and 1993 tax returns filed by them (the "IRS Proceedings"). In addition to any other indemnification hereunder, the Selling Stockholder hereby agrees to indemnify, defend, and hold harmless Buyer, Xxxxx Trucking, Southern, and their Affiliates, agents, employees, officers, directors, shareholders, successors, heirs, and assigns against any and all Losses arising from or in any manner connected with the IRS Proceeding and any other claims made by the Internal Revenue Service arising out of or otherwise in respect of (a) any tax return filed by Southern or Xxxxx Trucking prior to the date of Closing or (b) any event or transaction by Southern or Xxxxx Trucking prior to the Closing (together, "IRS Claims").
Sample 1

Related to Southern and

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