Tax and Other Liabilities. Xxxxx has no liability, of any nature, accrued or contingent, including, without limitation, liabilities for federal, state, local or foreign taxes and liabilities to customers or suppliers, other than the following:
(1) Liabilities for which full provision has been made on the balance sheet ("Xxxxx Last Balance Sheet") as of March 31, 2004, ("Xxxxx Last Balance Sheet Date") referred to in Section 2(d); and
(2) Other liabilities arising in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Xxxxx or any provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for taxes on the Xxxxx Last Balance Sheet are sufficient for all accrued and unpaid federal, state, local, and foreign taxes of Xxxxx, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Xxxxx Last Balance Sheet Date or now in effect, for the period ended on that date and for all fiscal years prior thereto. Xxxxx has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to LGA a true and correct copy thereof initialed by the chief executive officer of Xxxxx; has paid (or has established on the Balance Sheet a reserve for) all taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to LGA a true and correct copy so initialed of any report as to adjustments received by Xxxxx from any taxing authority during the past five years and a statement, so initialed, as to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any of those reports or the subject matter of those reports.
Tax and Other Liabilities. Purchaser has no liability of any nature, accrued or contingent, including without limitation, liabilities for Taxes and liabilities to customers or suppliers, other than the following:
(a) Liabilities for which full provision has been made on the balance sheet included in the Last Purchaser Balance Sheet; and
(b) Other liabilities arising since the Last Purchaser Balance Sheet Date and prior to any Closing in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) which are not inconsistent with the representations and warranties of Purchaser or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts, if any, set up as provisions for Taxes on the Last Purchaser Balance Sheet are sufficient for all accrued and unpaid Taxes of Purchaser, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Purchaser Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Purchaser will not cause any Taxes to be payable (other than those that may possibly be payable by the Seller as a result of the sale of the shares of capital stock of Classic) or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the Seller. The Internal Revenue Service has audited and settled or the statute of limitations has run upon all federal income tax returns of Purchaser for all taxable years up to and including the taxable year ended December 31, 1997. Purchaser and each Purchaser Subsidiary has filed all federal, state, local, and foreign tax returns required to be filed by it; has delivered to the Seller a true and correct copy of each such return which was filed in the past six years; has paid (or has established on the Last Purchaser Balance Sheet a reserve for) all Taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable; and has delivered to the Seller a true and correct copy of any report as to adjustments received by it from any taxing authority during the past six years and a statement as to any litigation, governmental or other proceeding (formal or informal), or investigation pe...
Tax and Other Liabilities. Gridline does not have any material liability of any nature, accrued or contingent, including, without limitation, liabilities for Taxes, and liabilities to customers or suppliers, other than the following:
(i) Liabilities for which full provision has been made on the balance sheet and the notes thereto (the "LAST GRIDLINE BALANCE SHEET") as of September 30, 2004 (the "LAST GRIDLINE BALANCE SHEET DATE") referred to in Section 2.02(c); and
(ii) Other liabilities arising since the Last Gridline Balance Sheet Date and prior to the Closing Date in the ordinary course of business (which shall not include liabilities to customers on account of defective products or services) or in connection with the transactions contemplated hereby or in connection herewith which are not inconsistent with the representations and warranties of Gridline or any other provision of this Agreement. Without limiting the generality of the foregoing, the amounts set up as provisions for Taxes on the Last Gridline Balance Sheet are sufficient for all accrued and unpaid Taxes of Gridline, whether or not due and payable and whether or not disputed, under tax laws, as in effect on the Last Gridline Balance Sheet Date or now in effect, for the period ended on such date and for all fiscal periods prior thereto. The execution, delivery, and performance of this Agreement by Gridline will not cause any Taxes to be payable other than by the stockholders of Gridline or cause any lien, charge, or encumbrance to secure any Taxes to be created either immediately or upon the nonpayment of any Taxes other than on the properties or assets of the stockholders of Gridline. Gridline has not been required to file any tax returns by any overseas tax authorities or required to pay any taxes, assessments, and other governmental charges payable or remittable by it or levied upon it or its properties, assets, income, or franchises which are due and payable. Gridline is not subject to any litigation, governmental or other proceeding (formal or informal), or investigation pending, threatened, or in prospect with respect to any such report or the subject matter of such report.
Tax and Other Liabilities. Universal Filtration has no undisclosed liability of any nature, accrued or contingent, including without limitation liabilities for federal, state or local taxes and liabilities to customers or suppliers, other than the following:
i. Liabilities for which full provision has been made on the financial statements of Universal Filtration
ii. Other liabilities arising since the last Universal Filtration financial statement in the ordinary course of business. Without limiting the generality of the foregoing, the amounts set up as provision for taxes on the last Universal Filtration financial statement are sufficient for all accrued and unpaid taxes of Universal Filtration.
Tax and Other Liabilities. (a) Wireless has filed all Income Tax Returns that it was required to file, and has paid all Income Taxes shown thereon as awing, except where the failure to file Income Tax Returns or to pay Income Taxes would not have a material adverse effect on the financial condition of Wireless and its subsidiaries taken as a whole.
(b) Wireless has delivered to Company correct and complete copies of all federal Income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by Wireless. None of such tax returns are under audit.
(c) Wireless has not waived any statute of limitations in respect of Income Taxes or agreed to any extension of time with respect to an Income Tax assessment or deficiency.
(d) Wireless is not a party to any Income Tax allocation or sharing agreement.
Tax and Other Liabilities. All taxes required by law which are due and payable by DTLL have been paid; all taxes DTLL is obligated to withhold from amounts owing to any employee or third party have been withheld; and all tax returns and reports required by law to have been filed by DTLL have been duly filed and reflect the amounts due and paid. There are in effect no waivers of applicable statutes of limitations with respect to any taxes, governmental charges, duties, imports, levies or fees for any year and DTLL has not agreed to any extension of time with respect to any tax assessment or deficiency. The tax returns of DTLL have not been and are not being audited by the Internal Revenue Service for any of DTLL’s tax periods. No tax liens have been asserted against any of DTLL’s assets, and any potential assessment or any additional taxes for periods for which returns have been filed is not expected to exceed the recorded liability therefor.
Tax and Other Liabilities. 24x7 has no liability of any nature, accrued or contingent, including without limitation liabilities for federal, state, local or foreign taxes ("Taxes") and liabilities to customers or suppliers, except those reflected in the financial statements provided by 24x7 to the other parties to this Agreement. 24x7 has filed all federal, state and local tax returns required to be filed by it, and all such tax returns are true and correct and all taxes due by 24x7 have been paid.
Tax and Other Liabilities. DGBI has no liability of any nature, accrued or contingent, including without limitation liabilities for federal, state, local or foreign taxes ("Taxes") and liabilities to customers or suppliers, except those reflected in the financial statements provided by DGBI to the other parties to this Agreement. DGBI has filed all federal, state and local tax returns required to be filed by it, and all such tax returns are true and correct and all taxes due by DGBI have been paid.
Tax and Other Liabilities. Axxxx has no undisclosed liability of any nature, accrued or contingent, including without limitation liabilities for federal, state or local taxes and liabilities.
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(a) Sellers have filed all payroll and other federal, state, local and foreign tax returns required to be filed by them and have duly paid the trust portion of all employee-related taxes and have duly paid or established adequate reserves for the proper payment of all taxes and other governmental charges which may in any way result in a Lien on or claim against the Purchased Assets or on Purchaser's other assets or a liability or claim of liability against Purchaser for such taxes. Except for any specifically Assumed Liabilities for taxes, Purchaser shall incur no liability, cost or expense in connection with Sellers' federal, state, local or employee-related taxes, including any cost or expense arising from investigations, audits, proceedings or actions taken by taxing authorities.
(b) Sellers have paid or will pay all Sellers' expenses, taxes (except sales taxes), and other liabilities, resulting from the preparation of, or the transactions contemplated by, this Agreement. These costs will not be assumed by Purchaser except to the extent they are included on the Closing ED Balance Sheet and expressly assumed as Assumed Balance Sheet Liabilities.
(c) Except for the Assumed Liabilities, Sellers retain and Purchaser will incur no liability as a result of environmental conditions associated with any acts, omissions, or real property ownership, leasing or use by Sellers prior to the Effective Time.
