Examples of Acquired Entity in a sentence
Except as would not have a Material Adverse Effect, each Acquired Entity is in good standing under the Laws of the jurisdiction of its organization or formation, and has all requisite Entity power and authority to own, lease and operate its properties and assets and to conduct the Business in the manner in which the Business is currently being and has been conducted.
Section 3.23 of the Disclosure Schedule sets forth a true, correct and complete list of all of (a) each insurance policy maintained by Sellers or their Affiliates under which any Acquired Entity is a beneficiary or the Business is covered, (b) the coverage amounts thereof, (c) the scope of coverage thereunder and (d) a description of any self-insurance or co-insurance arrangements, including reserves.
Except as set forth on Section 3.12 of the Disclosure Schedule, during the last five (5) years, there is no Claim pending or, to the Company’s Knowledge, threatened against any Acquired Entity and, to the Company’s Knowledge, no facts or circumstances exist which would reasonably be expected to give rise to a Claim against any Acquired Entity.
The amount of the Acquired Entities’ Liability for unpaid Taxes for all periods following the date of the Latest Balance Sheet shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes established to reflect timing differences between accounting and tax income) as adjusted for the passage of time in accordance with the past custom and practice of the applicable Acquired Entity in filing its Tax Returns.
Since the date of the Latest Balance Sheet, no Acquired Entity has incurred any material liability for Taxes outside the Ordinary Course of Business consistent with past custom and practice.