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, 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, TAS shall provide to Neptune copies of certificates from the New Jersey Division of Taxation stating that no Taxes are due to the State of New Jersey for which Neptune could have liability to withhold or pay Taxes with respect to the transfer of the TAS Assets or the TAS Business pursuant to New Jersey Statutes Annotated 54:32B-22, provided that any failure to provide such certificates to Neptune which is not the fault of TAS shall not relieve Neptune of its obligations to enter into and complete the Closing. If TAS shall fail to provide such certificates, Neptune shall withhold or, where appropriate, escrow such amount as necessary based upon Neptune'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 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.
Certificates of Tax Authorities. On the Closing Date, Acme 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. If Acme shall fail to provide such certificates, the Buyer shall withhold or, where appropriate, escrow such amounts 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.
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."
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."
Certificates of Tax Authorities. The Sellers shall provide to the Buyers all consents, authorizations and other reasonably requested assistance in connection with efforts by the 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 the Buyers could have liability to withhold or pay Taxes with respect to the transfer of the Assets or the Business.
