CERTIFICATE OF TAX AUTHORITIES Sample Clauses

CERTIFICATE OF TAX AUTHORITIES. On or before the Effective Date, the Company and the Shareholders will provide to Acquiror certificates from all appropriate taxing authorities stating that no Taxes are due to any state or other taxing authority, except for such certificates with respect to California.
Sample 1
AutoNDA by SimpleDocs
CERTIFICATE OF TAX AUTHORITIES. Sellers shall provide to Buyers all consents, authorizations and other reasonably requested assistance in connection with efforts by Buyers to obtain certificates from the appropriate taxing authority stating that as of a date on or close to the Closing Date no Taxes are due to any state, provincial or other taxing authority for which Buyers could have liability to withhold or pay Taxes with respect to the transfer of the Assets.
Sample 1
CERTIFICATE OF TAX AUTHORITIES. Certificates of clearance, good standing, or no tax due from certain taxing entities are attached hereto as Schedule 5.5. In the event Purchaser is subject to any claim, liability, damage or expense relating to an audit or otherwise relating to any tax liability of Seller other than any such liability relating to the Assets for periods after the Closing Date preceding the Closing Date, Seller hereby agrees to indemnify Purchaser for such amounts as described in Section 12.1 hereof.
Sample 1
CERTIFICATE OF TAX AUTHORITIES. On or before the Closing Date, and if that is not practicable after a good faith effort, on or before the Settlement Date, the Sellers shall provide, or Purchaser shall have otherwise received, copies of certificates from the appropriate taxing authority relating to any applicable unemployment, income, franchise, sales or use taxes stating that no taxes are due to any state or other taxing authority for which the Purchaser could have liability to withhold or pay taxes, provided that any failure to provide such certificates to the Purchaser, which is not the fault of the Sellers, shall not relieve the Purchaser of its obligations to enter into and complete the Closing. Each of the Purchaser and the Sellers hereby acknowledge that Hammxxx Xxxailing of Arlington, L.C. is currently under audit by certain taxing authorities in the State of Texas relating to sales and use taxes. In this regard, the parties agree that to the extent the Purchaser is subject to any claim, liability, damage or expense relating to such audit or otherwise relating to any tax liability of any of the Sellers' operations preceding the Closing Date, the Sellers and the Principal shall jointly and severally indemnify the Purchaser for such amounts as described in Section 11.01 hereof.
Sample 1

Related to CERTIFICATE OF TAX AUTHORITIES

  • Notice to Taxing Authorities and Insurance Companies The Seller shall transmit to the applicable taxing authorities and insurance companies (including primary mortgage insurance policy insurers, if applicable) and/or agents, notification of the transfer of the servicing to the Purchaser, or its designee, and instructions to deliver all notices, tax bills and insurance statements, as the case may be, to the Purchaser from and after the Transfer Date. The Seller shall provide the Purchaser with copies of all such notices within five (5) Business Days following the Transfer Date;

  • Preparation and Filing of Tax Returns; Payment of Taxes (a) The Seller shall cause to be timely prepared and filed when due all Tax Returns of the Company and each Subsidiary required to be filed (taking into account extensions) on or prior to the Closing Date.

  • Filing of Tax Returns; Payment of Taxes (a) Filing of Tax Returns; Payment of Income

  • Filing of Tax Returns and Payment of Taxes (a) Each Party shall execute and timely file each Tax Return that it is responsible for filing under applicable Law and shall timely pay to the relevant Taxing Authority any amount shown as due on each such Tax Return. The obligation to make payments pursuant to this Section 3.02(a) shall not affect a Party’s right, if any, to receive payments under Section 3.02(b) or otherwise be indemnified under this Agreement.

  • Preparation of Tax Returns The General Partner shall arrange for the preparation and timely filing of all returns of Partnership income, gains, deductions, losses and other items required of the Partnership for federal and state income tax purposes and shall use all reasonable efforts to furnish, within ninety (90) days of the close of each taxable year, the tax information reasonably required by Limited Partners for federal and state income tax reporting purposes.

  • Tax Returns and Payment of Taxes (A) All tax returns required to be filed by Ventas and each Subsidiary have been timely filed in all jurisdictions where such returns are required to be filed; (B) Ventas and each Subsidiary have paid all taxes, including, but not limited to, income, value added, property and franchise taxes, penalties and interest, assessments, fees and other charges due or claimed to be due from such entities or that are due and payable, other than those being contested in good faith and for which reserves have been provided in accordance with generally accepted accounting principles (“GAAP”) or those currently payable without penalty or interest; and (C) Ventas and each Subsidiary have complied with all withholding tax obligations; except in the case of any of clause (A), (B) or (C), where the failure to make such required filings, payments or withholdings is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

  • Filing of Tax Returns The Company has filed all necessary federal, state, local and foreign tax returns, and has paid all taxes shown as due thereon (other than those being contested in good faith and by appropriate proceedings and with respect to which adequate reserves are being maintained in accordance with GAAP), except where failure to so file or pay would not reasonably be expected to have a Material Adverse Effect and except as otherwise set forth in or contemplated in the Registration Statement, Statutory Prospectus and the Prospectus (exclusive of any supplement thereto).

  • Tax Notification The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Xxx 0000 (Cth) applies (subject to conditions in the Act).

  • Income Tax Returns and Reports The Trustee shall, to the extent necessary, prepare and file on behalf of the Trust appropriate United States and Canadian income tax returns and any other returns or reports as may be required by applicable law or pursuant to the rules and regulations of any securities exchange or other trading system through which the Exchangeable Shares are traded.

  • Tax Information Returns and Reports The Service Provider shall prepare and file, and require to be prepared and filed by any brokers or banks as to their Customers, with the appropriate governmental agencies, such information, returns and reports as are required to be so filed for reporting: (i) dividends and other distributions made; (ii) amounts withheld on dividends and other distributions and payments under applicable federal and state laws, rules and regulations; and (iii) gross proceeds of sales transactions as required.

Time is Money Join Law Insider Premium to draft better contracts faster.