Liabilities Etc. (a) The Company has filed all federal, state and local tax returns which are required to be filed by it, through and including the date hereof and as of the Closing date, including, but not limited to, its federal income tax returns and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. The Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at or with respect to any period prior to the date of this Agreement. The federal income tax returns of the Company have never been audited by the Internal Revenue Service. The Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
Liabilities Etc. 2.3 Having regard to the principles set out above, the parties intend to agree the amounts of all dividends to their respective shareholders and to ensure that dividends paid to PLC and NV from companies within the Xxxx Elsevier Group and the Finance Group are sufficient to fund those dividends to the shareholders having regard to available assets and liabilities of PLC and NV respectively and any deficiencies in distributable reserves which may from time to time arise. However, it is further intended that any expenditure or liability of PLC or NV (a) directly or indirectly constituting, or resulting from or arising out of, any act of omission by or matter concerning the relevant party which has constituted a breach of this Agreement or the Original Governing Agreement or which would not have existed had clause 4.2 of the Implementation Agreement been observed by that party or (b) incurred in discharge of a liability, or being a liability, to pay to the other party damages or any other amount by way of compensation for breach of contract or other wrongful act or incurred in settlement of any claim by the other party (whether or not liability is admitted) or in discharge of expenses incurred in the settlement of such a claim, shall be left out of account in determining their dividend entitlements from the Xxxx Elsevier Group and/or the Finance Group in such a way that such expenditure or liability may result in dividend payments by PLC and NV not reflecting the Equalisation Ratio. Operation of principles
Liabilities Etc. The Continuing Bank shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of the banks so merged (including liabilities arising out of the operation of any trust departments). All rights of creditors and obligors and all liens on the property of each of the Bank and FUNB shall be preserved unimpaired.
Liabilities Etc. (a) The Company has filed all Federal, state and local tax returns which are required to be filed by it and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. The Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at, or with respect to, any period prior to the date of this Agreement. To the best knowledge of the Sellers, the Federal income tax returns of the Company have never been audited by the Internal Revenue Service. The Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
Liabilities Etc. 10.1 Each Development Partner is responsible for any direct damage incurred by IKEA by reason of any act or omission of such Development Partner or such Development Partner's employee or by any subcontractors hired by such Development Partner under this Agreement and resulting from or in connection with the Deliverables or Development Work under this Agreement. Each Development Partner's aggregated liability for each Assignment Order shall be limited to an amount equivalent to the Fees paid by IKEA under relevant Assignment Order. Notwithstanding the above, no limitation of liability shall apply to damages relating to a Development Partner's willful misconduct or gross negligence with exception that the Development Partners shall never be responsible for indirect damages.
Liabilities Etc. (a) The Company has filed all federal, state and local tax returns which are required to be filed by it, through and including the date hereof and as of the Closing date, including, but not limited to, its Federal Income Tax Returns and Florida Franchise Tax Returns and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. The Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at or with respect to any period prior to the date of this Agreement. The federal Income tax Returns of the Company have never been audited by the Internal Revenue Service. The Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
Liabilities Etc. Except as set forth on Schedule 6.09, there shall be no direct or indirect liabilities, indebtedness or other financial or similar obligations, contingent or otherwise, exceeding an aggregate of Five Thousand (AUD $5000) Australian Dollars of NetLive outstanding.
Liabilities Etc. (a) Since July 28, 2003, the Company has filed all Federal, state and local tax returns which are required to be filed by it and all taxes shown to be due thereon (together with any applicable penalties and interest) have been paid. Since July 28, 2003, the Company has not incurred any liability for taxes except in the ordinary course of business. The Company has paid or provided adequate reserves for all taxes which have become due for all periods prior to the date of this Agreement or pursuant to any assessments received by it or which the Company is obligated to withhold from amounts owing to any employee, creditor or other third party as at, or with respect to, any period prior to the date of this Agreement. To the best knowledge of Xxxxx, the Federal income tax returns of the Company have never been audited by the Internal Revenue Service. Except as set forth on Schedule 3.7(a) attached hereto, the Company has not waived any statute of limitations in respect of taxes, nor agreed to any extension of time with respect to a tax assessment or deficiency.
Liabilities Etc. Each member of the Company Group has no liabilities or obligations of any nature, whether known, absolute, accrued, contingent or otherwise and whether due or to become due, except (a) as set forth in Schedule 2.8 or Schedule 2.14, (b) obligations under any Contract, (c) as and to the extent reflected, reserved against or otherwise disclosed in the Financial Statements (including the notes thereto) and (d) for liabilities and obligations that (i) were incurred after March 31, 2003 in the ordinary course of business or (ii) would not reasonably be expected to result in a Material Adverse Effect.
Liabilities Etc. The Continuing Corporation shall thenceforth be responsible and liable for all the liabilities, obligations and penalties of the corporations so merged. All rights of creditors and obligors and all liens on the property of each of Bancorp and Acquisition Corp. shall be preserved unimpaired.
