The Accounts and Tax. 23.1 No member of the Target Group has any outstanding liability for:
(A) Tax in any part of the world assessable or payable by reference to profits, gains, income or distributions earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date; or
(B) purchase, value added, sales or other similar tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for or, as appropriate, disclosed in full in the Accounts.
23.2 The amount of the provision for deferred Tax liabilities in respect of each member of the Target Group contained in the Accounts was, at the Accounts Date, adequate and fully in accordance with US GAAP, IFRS or accounting practices generally accepted in The Netherlands and commonly adopted by companies carrying on businesses similar to those carried on by that member of the Target Group.
23.3 If all facts and circumstances which are now known to each member of the Target Group or any of the Sellers had been known at the time the Accounts were drawn up, the provision for deferred Tax liabilities that would be contained in the Accounts would be no greater than the provision which is so contained and the provision for deferred Tax assets that would be contained in the Accounts would be no less than the provision which is so contained, provided that this warranty shall not apply to (i) any provision for deferred Tax assets recognised by Zesko B.V., Ziggo N.V. (now known as Ziggo Holding B.V.), LGE Holdco V B.V., LGE Holdco VI B.V. or LGE Holdco VII X.X.xx respect of net operating losses; (ii) (to the extent not already covered by (i)) any other provision for deferred Tax assets in respect of net operating losses generated by those entities; or (iii) any valuation allowance relating to either (i) or (ii).
The Accounts and Tax. (A) No Company has any outstanding liability for Taxation (whether actual or contingent) assessable or payable by reference to profits, gains, income or distributions earned, received or paid or arising or deemed to arise:
(i) on or at any time prior to the date of this Agreement; or
(ii) in respect of any period starting before the date of this Agreement, that was shown to be due and payable on returns filed prior to the date of this Agreement.
(B) The amount of the provision for deferred Taxation in respect of the Companies contained in the Accounts was, at the Accounts Date, adequate and in accordance with accountancy practices generally accepted in the country in which the relevant Company was incorporated and commonly adopted by companies carrying on businesses similar to the business carried on by that Company.
(C) If all facts and circumstances which are now known to each Company or the Vendor had been known at the time the Accounts were drawn up, the provisions for deferred Taxation that would be contained in such Accounts would be no greater than the provision which is so contained.
The Accounts and Tax. To AerCap’s knowledge:
23.1 Each AerCap Group Member has timely filed all material Tax Returns required to be filed by it, subject to permitted extensions, and has timely paid all material Taxes due and payable by it (whether or not shown as due on such returns) or, where payment is not yet due, has made adequate provision for all Taxes on the Financial Statements in accordance with GAAP. All such Tax Returns are true, accurate and complete in all material respects.
(A) The charges, accruals and reserves for Taxes with respect to each AerCap Group Member reflected on the books of such AerCap Group Member (including any provision for deferred Income Taxes reflecting either differences between the treatment of items for accounting and Income Tax purposes or carryforwards) are adequate to cover any material Tax liabilities accruing through the end of the last period for which each AerCap Group Member ordinarily record items on their respective books; and (B) all information set forth in the AerCap Financial Statements (including the notes thereto) relating to material Tax matters is true, accurate and complete in all material respects.
(A) All material Income Tax Returns filed with respect to Tax years of each AerCap Group Member through the Tax year ended December 31, 2007 have been examined and closed or are Tax Returns with respect to which the applicable period for assessment under applicable Law, after giving effect to extensions or waivers, has expired; (B) no AerCap Group Member is delinquent in the payment of any material Income Tax due and payable by them (whether or not shown due on a Tax Return) or has requested any extension of time within which to file any material Income Tax Return and has not yet filed such Tax Return; (C) no AerCap Group Member has been granted any extension or waiver of the statute of limitations period applicable to any material Income Tax Return, which period (after giving effect to such extension or waiver) has not yet expired; (D) there is no claim, audit, action, suit, proceeding, or investigation now pending or threatened against or with respect to any AerCap Group Member in respect of any material Tax; (E) there are no requests for rulings or determinations in respect of any material Tax pending between any AerCap Group Member and any Tax Authority; (F) no AerCap Group Member will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there...
The Accounts and Tax. 25.1 Each Company Group Member has timely filed all material federal Income Tax Returns and all other material Tax Returns required to be filed by it, subject to permitted extensions, and has timely paid all material Taxes due and payable by it (whether or not shown as due on such returns) or, where payment is not yet due, has made adequate provision for all Taxes on the Financial Statements in accordance with GAAP. All such Tax Returns are true, accurate and complete in all material respects. “Tax” or “Taxes” means (A) any federal, state, local or foreign income, gross receipts, property, sales, use, VAT, license, excise, franchise, employment, payroll, withholding, alternative or add on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, levy, impost or other like assessment or charge, together with any interest, charge or penalty with respect thereto, imposed by any Tax Authority and (B) any liability of a Person for the payment of any amount of the type described in clause (A) as a result of such Person being or having been before Completion a member of an affiliated, consolidated, combined, controlled or unitary group, or a party to any agreement or arrangement, as a result of which liability of such Person to a Tax Authority is determined or taken into account with reference to the activities of any other individual, corporation, partnership, limited liability company, association, trust or other entity or organization.
The Accounts and Tax. The Company not realised any taxable profits other than the invoice dated 19th October 1998 from the Company to Inchcape or chargeable gains since incorporation and the Company has not engaged in any transactions or agreements with ABT or any member of the ABT Group other than those transactions and agreements referred to in Warranty 6.2 above.
The Accounts and Tax. (A) The Company does not have any liability in respect of Tax (whether actual or contingent) in respect of the accounting period of the Company to which the Company Accounts relate that is not fully disclosed and provided for in the Company Accounts in each case as prepared in accordance with the accounting standards relevant for such Accounts.
The Accounts and Tax. No member of the NADL Group has any liability in respect of Tax (whether actual or contingent) in respect of its last accounting period ended prior to the Completion Date that is not fully disclosed and provided for in the accounts relating to such period, in each case as prepared in accordance with the accounting standards relevant for such accounts.
The Accounts and Tax. The Company and its Subsidiaries have no liability in excess of US $100,000 in respect of Taxes (whether actual or contingent) for taxable periods covered by the Accounts or for taxable periods ending prior to the period covered by the Accounts, in each case that have not been paid or that are not adequately provided for in the Accounts or in respect of which the applicable statute of limitations has expired.
The Accounts and Tax. 20.1 No member of the Baltic Group has any liability in respect of Taxation (whether actual or contingent) that is not disclosed or provided for in the Management Accounts and, in particular, has no outstanding liability for:-
(A) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distributions earned, received or paid or arising or deemed to arise on or at any time prior to the 1998 Accounts Date or in respect of any period starting before the 1998 Accounts Date; or
(B) for purchase, value added, sales or other similar tax in any part of the world referable to transactions effected on or before the 1998 Accounts Date that is not provided for in the Management Accounts.
20.1 The amount of the provision for deferred Taxation in respect of each member of the UK Group contained in the Management Accounts was, at the 1998 Accounts Date adequate and in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by that member of the UK Group.
The Accounts and Tax. 27.1 The Company has no liability in respect of Taxation (whether actual or contingent) that is not fully provided for in the Accounts and, in particular, has no outstanding liability for:-
(A) Taxation in any part of the world assessable or payable by reference to profits, gains, income or distributions earned, received or paid or arising or deemed to arise on or at any time prior to the Accounts Date or in respect of any period starting before the Accounts Date; or
(B) for purchase, value added, sales or other similar tax in any part of the world referable to transactions effected on or before the Accounts Date that is not provided for in full in the Accounts.
27.2 The amount of the provision for deferred Taxation in respect of the Company contained in the Accounts was, at the Accounts Date, adequate and fully in accordance with accountancy practices generally accepted in the United Kingdom and commonly adopted by companies carrying on businesses similar to those carried on by the Company and, in particular, was in accordance with SSAP 15 (or any replacement of it instituted by the Accounting Standard Board).
27.3 If all facts and circumstances which are now known to the Company or the Seller had been known at the time the Accounts were drawn up, the provision for deferred Taxation that would be contained in the Accounts would be no greater than the provision which is so contained.
