Examples of Parent Financials in a sentence
There are no claims, assessments, audits, examinations, investigations or other proceedings pending against the Parent or Merger Sub in respect of any Tax, and neither the Parent nor Merger Sub has been notified in writing of any proposed Tax claims or assessments against the Parent or Merger Sub (other than, in each case, claims or assessments for which adequate reserves in the Parent Financials have been established in accordance with GAAP or are immaterial in amount).
There are no material Encumbrances with respect to any Taxes upon any of the Parent’s or Merger Sub’s assets, other than (i) Taxes, the payment of which is not yet due, or (ii) Taxes or charges being contested in good faith by appropriate proceedings and for which adequate reserves in the Parent Financials have been established in accordance with GAAP.
There are no audits, examinations, investigations or other proceedings pending against the Parent in respect of any Tax, and the Parent has not been notified in writing or, to the Knowledge of the Parent, orally of any proposed Tax claims or assessments against the Parent (other than, in each case, claims or assessments for which adequate reserves in the Parent Financials have been established in accordance with GAAP or are immaterial in amount).
Parent and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens or encumbrances except as reflected in the Parent Financials and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Parent.
The provisions for Taxes of Parent as shown in the Parent Financials are adequate in all material respects for Taxes due or accrued as of the date hereof.
The Parent Financials are correct in all ----------------- material respects and have been prepared in accordance with USGAAP applied on a basis consistent throughout the periods indicated and consistent with each other.
The Parent has or will have timely filed, or caused to be timely filed, all material Tax Returns by it, which such Tax Returns are true, accurate, correct and complete in all material respects, and has paid, collected or withheld, or caused to be paid, collected or withheld, all material Taxes required to be paid, collected or withheld, other than such Taxes for which adequate reserves in the Parent Financials have been established in accordance with GAAP.
Parent has provided to the Company --------------------------- certain financial statements of Parent as of the date of the last audited period and any subsequent quarter for which unaudited financial statements are available (the "Parent Financials").
There shall not have occurred any --------------------------- material adverse change in the business, assets (including intangible assets), financial condition, results of operations of the Parent, taken as a whole since the date of the most recent balance sheet in the Parent Financials.
In connection with the periods covered by the Parent Financials since January 1, 2007, Parent has disclosed to the Company all significant deficiencies and material weaknesses identified in writing by Parent or Parent’s independent auditors (whether current or former) in the design or operation of the internal control over financial reporting utilized by Parent and its Subsidiaries.