Bulk Sales Notice. The Seller has furnished all relevant parties with such notices required of it in a timely manner as are required under “bulk sale” laws of its state or any other relevant jurisdiction.
Bulk Sales Notice. Buyer shall have the right to comply with N.J.S.A. 54:32B-22(c) and N.J.S.A. 54:50-38 (the “Bulk Sales Law”) by delivering a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600) (the “Tax Notification”) to the Director (the “Director”) of the Division of Taxation of the State of New Jersey Department of the Treasury (the “Division”) by registered or certified mail or overnight delivery at least ten (10) business days prior to Closing. Sellers shall cooperate in connection with such compliance and shall provide all information necessary for Buyer to complete the Tax Notification, including, but not limited to, completion and filing of the Asset Transfer Tax Declaration Form (Form TTD) with the Director. Receipt of a letter from the Director setting forth whether a tax escrow is required or that no tax escrow is required shall be a condition precedent to Buyer’s obligation to close. If the Director informs Buyer that an escrow is required for a possible claim for taxes, including any interest and penalties thereon (the “Claim”) and the maximum amount thereof (the “Deficiency”), then Buyer and Sellers shall close as scheduled and without delay, the amount of the Deficiency shall be withheld from the Purchase Price and held and released by Escrow Agent pursuant to an escrow agreement in a form reasonably acceptable to Buyer and Sellers (“Tax Escrow”), If, after Closing, the Director demands payment of all or any portion of the Deficiency on behalf of Sellers, then Buyer shall direct the Escrow Agent to release to the Division of Taxation such amount from the Tax Escrow. If the Director sends a clearance letter informing Buyer that the Deficiency has been fully paid and that neither of Buyer or Sellers have any further liability for the Deficiency, then Buyer shall direct the Escrow Agent to release such difference to Sellers. Notwithstanding anything to the contrary contained herein, Sellers shall have the right to negotiate with the Director regarding the Claim and the Deficiency; provided , however, that such negotiation shall not delay for more than ten (10) Business Days any demand for payment made by the Division or subject Buyer to any liability or penalty and, except as hereinabove, provided, Buyer and the Escrow Agent shall be entitled to comply with all instructions of the Director and make any payment required by the Division from the Tax Escrow. Sellers shall indemnify and hold Buyer harmless from any actual losses, claims, liabilitie...
Bulk Sales Notice. Purchaser shall have obtained a tax clearance escrow letter from the New Jersey Division of Taxation prior to the Closing which limits Purchaser's liability to a specified amount, which amount shall be withheld from the amount otherwise due to Seller in accordance with Section 2.7(a) and shall be held by counsel for Purchaser in a non-interest bearing attorney trust account until written confirmation from the New Jersey Division of Taxation is received by counsel for Purchaser authorizing the release of such amount from escrow.
Bulk Sales Notice. Seller has complied with the notice provisions of the California Bulk Sales Law (Division 6 of the California Commercial Code). Schedule 3.21 is a list of all claims received by Seller based on the published Bulk Sales Notice.
Bulk Sales Notice. Section 20 of the Purchase Agreement is hereby amended to insert the following sentence: “Buyer shall submit the Tax Notification to the Director of the Division by January 31, 2016.”
Bulk Sales Notice. The Seller shall deliver to Purchaser a list of creditors, certified as true, complete and correct, as required by Indiana bulk sales law and Purchaser shall deliver to such creditors any notice required to be delivered by such law and any other similar laws to each of such creditors and any other persons entitled to receive such notice.
Bulk Sales Notice. Upon the execution and delivery of this Agreement, Sunny Farms shall give notice of bulk sale in accordance with Section 6105 of the California Commercial Code.
Bulk Sales Notice. Buyer and Seller waive any requirement for a Bulk Sales Escrow and/or Bulk Sales Reporting. If any Governmental Body asserts that Seller is liable for any Tax whether sales, use or excise taxes on inventory sold to Buyer, Seller shall promptly pay or in good faith contest any and all such amounts and shall provide evidence to Buyer that such Liabilities have been paid in full or otherwise satisfied or contested.
Bulk Sales Notice. Buyer shall comply with Section 1141(c), Article 28, of the New York State Sales and Use Tax Law and shall submit all required information to State of New York Department of Taxation and Finance in connection with the transactions contemplated hereby. Seller shall cooperate with Buyer in such regard.
Bulk Sales Notice. TRIP Holdings has furnished all relevant parties with such notices required of it in a timely manner as are required under “bulk sale” laws of its state or any other relevant jurisdiction.
