Liabilities Etc. (a) Since December 15, 1999 (inception), 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 December 15, 1999, 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 CEO, 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. (b) On the date hereof, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise not otherwise disclosed in the financial statements of the Company ("Liabilities").
Appears in 1 contract
Liabilities Etc. (a) Since December 15, 1999 (inception), the 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 December 15, 1999, the 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 CEOthe Majority Holders, the Federal income tax returns of the Company have never been audited by the Internal Revenue Service. The Except as set forth on Schedule 2.11(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.
(b) On the date hereofof Closing, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise not otherwise disclosed in the financial statements of the Company ("“Liabilities"”).
Appears in 1 contract
Sources: Share Purchase and Sale Agreement (Dragon's Lair Holdings, Inc.)
Liabilities Etc. (a) Since December 15, 1999 (inception), the 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 December 15, 1999, the 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 CEOthe Jordans, the Federal income tax returns of the Company have never been audited by the Internal Revenue Service. The Except as set forth on Schedule 2.11(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.
(b) On the date hereofof Closing, there are no liabilities, debts or obligations of the Company, whether accrued, absolute, contingent or otherwise not otherwise disclosed in the financial statements of the Company ("“Liabilities"”).
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Southern Sauce Company, Inc.)