IMSAMET definition
Examples of IMSAMET in a sentence
IMSAMET and each of its corporate Subsidiaries have the full corporate power and authority to own, lease and operate their properties and assets and to carry on their businesses as presently conducted.
IMSAMET owns all the outstanding capital stock of Imsamet of Idaho, Inc., a Delaware corporation and Imsamet of Utah, Inc., a Delaware corporation, and a 70% partnership interest in Imsamet of Arizona, an Arizona partnership and a 50% partnership interest in Solar Aluminum Technology Services, a Utah partnership.
Since September 30, 1996, IMSAMET, on a consolidated basis, has incurred no indebtedness, liabilities or obligations of any nature whatsoever except for those incurred in the ordinary course of business or as disclosed in the Disclosure Schedule.
No notice has been received of any Tax deficiency outstanding, proposed or assessed against or allocable to IMSAMET, any Subsidiary or SALTS, and there is no waiver of any statute of limitations on the assessment or collection of any such Tax.
If, notwithstanding (x) any failure of such condition as provided in the foregoing clause "(3)", or (y) any misrepresentation on the part of Seller and/or IMSAMET as to which Purchaser has received written notice from or on behalf of Seller prior to the Closing, Purchaser proceeds with the Closing, then such failure of condition and/or such misrepresentation (as the case may be) shall be deemed for all purposes to be waived.
Each officer, general manager and member of the operating committee of I/Arizona appointed by IMSAMET, if any, holding such positions immediately prior to the Closing Date shall have executed and delivered to the Purchaser a resignation from such positions.
There are no Tax Liens upon, pending against or, to the best knowledge of IMSAMET and Seller, threatened against the Shares or any asset of IMSAMET.
Neither the Companies, SALTS nor Seller is in default with respect to any provisions of any such policy (as it applies to any Company or SALTS) nor, to the best knowledge of IMSAMET and Seller, has any of them failed to give notice or present any claim of any Company or SALTS thereunder in a due and timely fashion.
Except as required by Law, neither IMSAMET nor Purchaser shall take any action with respect to Taxes or Tax Returns which could result in any liability, payment or obligation to Seller in respect of any Taxes owing by the Companies under this Agreement or otherwise, without the prior written consent of Seller.
IMSAMET has no other equity interest in any other entity except for its 50% partnership interest in SALTS.