Secure Source definition
Examples of Secure Source in a sentence
Secure Source is a corporation duly organized, validly existing and in good standing under the laws of Delaware.
To the extent permitted by applicable law, the Shareholders shall include any income, gain, loss, deduction or other tax items for such periods on their tax returns in a manner consistent with the Schedule K-1s furnished by Secure Source to the Shareholders for such periods.
The Shareholders and Secure Source shall have performed and complied with all material agreements and conditions required by this Agreement to be performed or complied with by him and/or by Secure Source prior to or on the Closing Date.
Schedule 3.16 contains a complete list of all contracts of Secure Source, which involve consideration in excess of the equivalent of $10,000 or have a term of one year or more (the "Material Contracts").
Secure Source: (i) is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of its capital stock; or (ii) has no liability for dividends or other distributions declared or accrued, but unpaid, with respect to any capital stock.
NeoMedia and the Shareholders agree that the Merger Consideration and the liabilities of Secure Source (plus other relevant items) will be allocated to the assets of Secure Source for all purposes (including tax and financial accounting) in a manner consistent with the fair market values set forth on Schedule 2.11 hereto.
The buildings and equipment leased or owned by Secure Source are generally in good operating condition and repair, and are adequate for the uses to which they are being put.
On or before the execution of this Agreement, the respective Boards of Directors of NeoMedia and Secure Source shall have approved this Agreement, the Plan of Merger and the transactions contemplated hereby and thereby.
Secure Source has delivered to NeoMedia true and complete copies of all such plans and any related documents.
Secure Source has duly filed all federal, state, and material local and foreign tax returns and reports, and all returns and reports of all other governmental units having jurisdiction with respect to taxes imposed on it or on its income, properties, sales, franchises, operations or employee benefit plans or trusts, all such returns were complete and accurate when filed, and all taxes and assessments payable by Secure Source have been paid to the extent that such taxes have become due.