Buyer Balance Sheet means the unaudited consolidated balance sheet of Buyer and the Subsidiaries of Buyer as of the Buyer Balance Sheet Date.
Examples of Buyer Balance Sheet in a sentence
Buyer and the Buyer Subsidiaries have paid and discharged all Taxes shown as due on such Tax Returns, other than such Taxes that are adequately reserved as shown on the Buyer Financial Statements or have arisen in the ordinary course of business since the Buyer Balance Sheet Date.
Except as set forth in the Buyer Filed SEC Documents or otherwise disclosed in Section 4.01(l) of the Buyer Disclosure Schedule, all debts, liabilities, guarantees and obligations of Buyer and the Buyer Subsidiaries incurred since the Buyer Balance Sheet Date have been incurred in the ordinary course of business and are usual and normal in amount, both individually and in the aggregate.
Except as disclosed in the Buyer Balance Sheet and except for liabilities incurred since the date of the Buyer Balance Sheet in the Ordinary Course of Business, the Buyer and its Subsidiaries do not have any liabilities of any nature required by GAAP to be reflected on a consolidated balance sheet of the Buyer and its Subsidiaries, individually or in the aggregate, that have had, or would reasonably be expected to result in, a Buyer Material Adverse Effect.
Since the Buyer Balance Sheet Date, the Buyer has incurred no liability for Taxes under Sections 857(b), 857(f), 860(c) or 4981 of the Code, including without limitation any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code, and neither the Buyer nor any - 28 - 36 Subsidiary of the Buyer has incurred any material liability for Taxes other than in the ordinary course of business.
Neither Buyer nor any of its Subsidiaries has any Liabilities other than Liabilities that (i) are reflected or recorded on the Buyer Balance Sheet (including in the notes thereto), (ii) were incurred since the date of the Buyer Balance Sheet in the ordinary course of business, (iii) are incurred in connection with the transactions contemplated by this Agreement, or (iv) would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.