Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (determined in accordance with GAAP) and are at least equal to Seller's liability for Taxes. There exists no proposed tax assessment or deficiency against Seller except as disclosed in the Pro Forma Balance Sheet or in Part 3.14(c).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Company are adequate (determined in accordance with GAAP) and are at least equal to Company's liability for Taxes. There exists no proposed Tax assessment or deficiency against Company.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller are adequate (as determined in accordance with GAAP).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Buyer are adequate (determined in accordance with GAAP) and are at least equal to Buyer’s liability for Taxes. There exists no proposed tax assessment or deficiency against Buyer except as disclosed in the Buyer Interim Balance Sheet or in Part 5.11(d).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Parascript are adequate (determined in accordance with GAAP) and are at least equal to Parascript’s liability for Taxes. There exists no proposed tax assessment or deficiency against Parascript except as disclosed in the Parascript Interim Balance Sheet or in Part 4.13(d).
Proper Accrual. The unpaid Taxes of the Company (i) did not, as of December 26, 2015, exceed the accruals and reserves with respect to Taxes on the Financial Statements (excluding any reserves for deferred Taxes to reflect any differences between book and Tax items), and (ii) do not exceed such accruals and reserves as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company in filing Tax Returns.
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Bizarre are adequate (determined in accordance with GAAP) and are at least equal to Bizarre's liability for Taxes. There exists no proposed tax assessment or deficiency against Bizarre except as disclosed in the Interim Balance Sheet or in Part 5.12(c).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Sellers and Foreign Subsidiaries are adequate (determined in accordance with GAAP) and are at least equal to Sellers’ and Foreign Subsidiaries’ liability for Taxes. There exists no proposed tax assessment or deficiency against any Seller except as disclosed in the Interim Statement of Assets and Liabilities or in Part 3.14(c).
Proper Accrual. The charges, accruals and reserves with respect to Taxes on the Records of Seller and Subsidiary are adequate or, as of the Closing Date, will be adequate (determined in accordance with GAAP) and are or will be at least equal to Seller’s current liability for Taxes. To Seller’s Knowledge and Subsidiary’s Knowledge, there exists no proposed tax assessment or deficiency against Seller or Subsidiary.
Proper Accrual. The charges, accruals and reserves, including in the Interim Balance Sheet and Closing Date Balance Sheet with respect to Taxes on the Records of Seller and each Targeted Subsidiary are adequate (determined in accordance with GAAP) and are at least equal to Seller’s liability for Taxes. There exists no proposed tax assessment or deficiency against Seller or any Seller Subsidiary except as disclosed in the Interim Balance Sheet or in Schedule 3.14(c).
