Certificates of Tax Authorities. On or before the Closing Date, to the extent such taxing authorities grant certificates, Transferor shall provide to the Company copies of certificates from all taxing authorities in which Transferor files (or should file) Tax Returns stating that no Taxes are due to any such state or other taxing authority for which the Company could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Business
Certificates of Tax Authorities. MTI shall provide to the Company copies of certificate from the appropriate taxing authority for which the Company could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Fuel Cell Business within _______ days following the Contribution Date.
Certificates of Tax Authorities. Certificates dated as of a date not earlier than the fifth business day prior to the Closing Date as to the good standing and dated at the latest practicable date as to the payment of all applicable sales taxes by Seller, executed by the appropriate official of the state of its incorporation and each jurisdiction in which Seller is licensed or qualified to do business as a foreign corporation; provided, however, that Seller's failure to deliver any such sales tax certificates from jurisdictions where the effect of such failure would not reasonably be expected to have a Material Adverse Effect shall not be a condition to Closing;
Certificates of Tax Authorities. On or before the Closing Date, Neptune shall provide to TAS copies of certificates from the New Jersey Division of Taxation stating that no Taxes are due to the State of New Jersey for which TAS could have liability to withhold or pay Taxes with respect to the transfer of the Neptune Assets or the Neptune Business pursuant to New Jersey Statutes Annotated 54:32B-22, provided that any failure to provide such certificates to TAS which is not the fault of Neptune shall not relieve TAS of its obligations to enter into and complete the Closing. If Neptune shall fail to provide such certificates, TAS shall withhold or, where appropriate, escrow such amount as necessary based upon TAS's reasonable estimate of the amount of such potential liability, or as determined by the New Jersey Division of Taxation, to cover such Taxes until such time as certificates are provided.
Certificates of Tax Authorities. On or before the Closing Date, the Seller shall provide to the Buyer copies of certificates from the appropriate taxing authority stating that no Taxes are due to any state or other taxing authority for which the Buyer would reasonably be expected to have liability to withhold or pay Taxes with respect to the Transfer of the Assets or the Business.
Certificates of Tax Authorities. On or before the Closing Date, Seller shall provide to Buyer a clearance certificate issued by the Ministry of Finance of British Columbia under Section 187 of the Provincial Sales Tax Act (BC) (“PSTA”) attesting to the payment of all applicable taxes under the PSTA. If Seller Table of Contents shall fail to provide such certificate, Buyer may withhold or, where appropriate, escrow such amount as determined by the Ministry of Finance of British Columbia (or, in the absence of such determination, such amount as determined by KPMG LLP taking into account information provided by Seller), to cover such Taxes until such time as the certificate is provided.
Certificates of Tax Authorities. Seller shall use its best efforts to provide to Buyer copies of certificates from the taxing authorities listed on Schedule 5.20(g) for the Subsidiaries listed on Schedule 5.20(g) within 60 days following the Closing Date stating that no Taxes are due to such taxing authority for which Buyer could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Business; except that, with respect to Taxes which Seller is contesting in good faith, Seller shall use its best efforts to provide to Buyer copies of certificates from such taxing authority within the earlier of (a) sixty (60) days following the Closing Date or (b) ten (10) days following the resolution of such contest."
9. The forth sentence of Section 6.1 is hereby amended to read in its entirety as follows: "The Subsidiaries shall remain responsible for wages, salaries and benefits (including vacations), and any claims for any of the foregoing, of employees until they become Transferred Employees, and for all such benefits (and claims therefor) earned prior to the Closing Date."
10. The second and third sentences of Section 6.3(b) are hereby amended to read in their entirety as follows: "Seller shall be responsible for medical expenses covered under the terms of the Seller Medical Plan incurred by a Transferred Employee and/or his covered dependents on or prior to the Closing Date (or if later, for the period prior to the date such person becomes a Transferred Employee) if such coverage is provided under the terms of the Seller Medical Plan. If a Transferred Employee or a covered dependent of a Transferred Employee enrolled in the Seller Medical Plan is hospitalized on the Closing Date, the Seller Medical Plan shall continue to provide existing coverage for such person until he or she is discharged from the hospital. Nothing herein shall imply that Buyer is assuming or becoming responsible for any medical expenses incurred by a Transferred Employee and/or his covered dependents prior to the Closing Date or the date such person becomes a Transferred Employee, whichever date is later."
11. Schedule 7.2(i) of the Asset Purchase Agreement is hereby amended by deleting the reference in such schedule to the terms of the proposed subordinated debt. In place of such subordinated debt, Buyer will issue the IFCO Promissory Note and IFCO Warrant, and Buyer shall also issue a subordinated promissory note to PalletOne Mezzanine Partners, L.P. in the original principal amount of $8,24...
Certificates of Tax Authorities. Subject to the provisions of Section 5.20(g), on or before the Closing Date, Seller shall provide to Buyer copies of certificates from the appropriate taxing authority stating that no Taxes are due to any state or other taxing authority for which Buyer could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Business."
13. Section 7.2(n) of the Asset Purchase Agreement is hereby amended to read in its entirety as follows:
Certificates of Tax Authorities. On or before the Closing Date, Sellers shall provide to eStara copies of certificates from the appropriate taxing authority stating that no Taxes are due to any State or other taxing authority for which eStara could have liability to withhold or pay Taxes with respect to the transfer of the Assets or ITXC's eCommerce Business, provided -------- that any failure to provide such certificates to eStara which failure is not the fault of the Sellers shall not relieve eStara of its obligations to consummate the Closing.
Certificates of Tax Authorities. On or before the Closing Date, the Seller shall provide to the Buyer copies of certificates from the appropriate taxing authority stating that no Taxes are due to any state or other taxing authority for which the Buyer could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the business or operations of the Division, provided that any failure to provide such certificates to the Buyer which is not the fault of the Seller shall not relieve the Buyer of its obligations to enter into and complete the Closing. If the Seller shall fail to provide such certificates, the Buyer shall withhold or, where appropriate, escrow such amount as necessary based upon the Buyer's reasonable estimate of the amount of such potential liability, or as determined by the appropriate taxing authority, to cover such Taxes until such time as certificates are provided.
