Adequate Reserves definition
Examples of Adequate Reserves in a sentence
Except for items set forth on Schedule 3.1.19(b), with respect to which Transferor has Adequate Reserves, no Person has alleged any violation by Transferor and its Affiliates of any Environmental Permits or any applicable Environmental Law relating to the conduct of the Business or the use, ownership or transferability of the Real Property or the Assets.
Except for items set forth on Schedule 3.1.6(c), with respect to which Transferor has Adequate Reserves, neither the IRS nor any other Governmental Authority is now asserting or, to the Knowledge of Transferor, threatening to assert against Transferor any deficiency or claim for additional Taxes or any adjustment or Taxes that would, if paid by the Company, have a Material Adverse Effect, and there is no reasonable basis for any such assertion of which Transferor is or reasonably should be aware.
Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, there are no labor disputes currently subject to any grievance procedure, arbitration or litigation and there is no representation petition pending or, to the Knowledge of Transferor, threatened with respect to any employees employed in the operation of the Business.
Except for items disclosed in Schedule 3.1.11, with respect to which Transferor has Adequate Reserves, Transferor has good title to all the Assets free and clear of any and all Liens other than Permitted Liens.
Except for items set forth on Schedule 3.1.19(b), with respect to which Transferor has Adequate Reserves, Transferor currently holds, and at all times has held, all such Environmental Permits necessary to the operation of the Business or the ownership, occupancy or use of the Real Property or the Assets, and all such Environmental Permits shall be validly transferred to the Company on the Closing Date.
Except for items set forth on Schedule 3.1.20, with respect to which Transferor has Adequate Reserves, Transferor is not party to any agreement with any employee employed in the Business that contains change of control and/or severance provisions that would become operative by virtue of the consummation of the transaction that is the subject of this Agreement.
Except for items set forth on Schedule 3.1.19(b), with respect to which Transferor has Adequate Reserves, each of Transferor and its Affiliates have complied and is in compliance in all material respects with all Environmental Permits and all applicable Environmental Laws pertaining to the Real Property (and the ownership, occupancy, use or transferability thereof), the Business or the Assets.
Borrower shall comply in all material respects with all Applicable Laws and pay before delinquency, all taxes, assessments, and governmental charges imposed upon Borrower or its property, except for any such amounts that are being contested in good faith by appropriate proceedings and for which Adequate Reserves have been set aside for the payment thereof.
Except for items set forth in such Schedule 3.1.8, with respect to which Transferor has Adequate Reserves, since December 31, 1997, no material citations, fines or penalties have been asserted against Transferor with respect to the Division under any Environmental Law or any foreign, federal, state or local law relating to occupational health or safety.
Except for items set forth in such Schedule 3.1.8, with respect to which Transferor has Adequate Reserves, since December 31, 1997, no material citations, fines or penalties have been asserted against Transferor under any Environmental Law or any foreign, federal, state or local law relating to occupational health or safety.