Clearance Certificates. The Charter School shall comply with O.C.G.A. § 20-2-211.1 which requires all teachers, school administrators, and other education personnel employed by a local unit of administration to hold a valid clearance certificate issued by the Georgia Professional Standards Commission (PSC).
Clearance Certificates. Sellers shall provide Buyer with a Tax clearance certificate or similar document(s) which may be required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price.
Clearance Certificates. To the extent required by Law and as reasonably requested by Purchaser as determined pursuant to its due diligence investigation, to relieve the Purchaser of any liability for unpaid sales or similar Taxes of the Seller attributable to periods prior to the Closing Date, the Seller shall, prior to the Closing Date, take all necessary action in order to obtain clearance certificates or similar documents from any applicable Tax authority and deliver such certificates and similar documentation to Purchaser at Closing.
Clearance Certificates. To the extent issued by such offices, Buyer shall have received certificates from the Franchise Tax Board and the Employment Development Department confirming the absence of any and all taxes, penalties, interest and/or other amounts due and owing by Seller to such governmental agency (or agencies) with respect to its operations prior to the Closing Date. Further, Buyer shall have received a certificate or other written confirmation from ADP or other financial institution or data payroll service dated as of the day immediately prior to the Closing Date to the effect that all withholding and payroll tax deposits required to have been made by Seller prior to the Closing Date have been timely made.
Clearance Certificates. Seller shall use its reasonable best efforts to provide Buyer, at the Closing, a clearance certificate or similar document(s) that may be required by any state Tax authority in order to relieve Buyer of any obligation to withhold any portion of the Initial Purchase Price or the Final Purchase Price.
Clearance Certificates. If any Sonus Common Shares or other consideration is deducted or withheld from a Non-Resident Holder pursuant to Section 116 of the ITA as described in section 4.8, Sonus or the Depositary, as the case may be, shall, subject to Section 4.8, remit such consideration to such Non-Resident Holder upon delivery by such Non-Resident Holder to Sonus or the Depositary, as the case may be, of a certificate of compliance (with a certificate limit not less than the fair market value of the aggregate consideration to be paid to such Non-Resident Holder for their OncoGenex Shares pursuant to the terms of the Arrangement) issued pursuant to section 116 of the ITA (a "Clearance Certificate"). If such Non-Resident Holder does not so deliver a Clearance Certificate and withholding payment is demanded by the CRA, Sonus will remit sufficient funds to the CRA to comply with this remittance requirement; provided that, if Sonus or the Depositary, as the case may be, is provided with a letter from the CRA advising that none of the amounts deducted or withheld in respect of such Non-Resident Holder are required to be remitted, Sonus or the Depositary, as the case may be, will continue to hold such amounts in accordance with that letter until a Clearance Certificate is provided or until the CRA requires the amounts to be remitted, whichever shall first occur. Subject to Section 4.8, to the extent that amounts are so deducted or Sonus Common Shares withheld, the corresponding amounts will be immediately due and payable to Sonus, provided that such amounts, are actually remitted upon demand to the CRA in accordance with this section. ARTICLE 5
Clearance Certificates. The Company will, upon request from Parent, use its best efforts to obtain any certificate or other document from any governmental authority or any other Person that may be necessary to mitigate, reduce or eliminate (i) any obligation of Parent or the Company to withhold Taxes in connection with the transactions contemplated by this Agreement and (ii) any liability of Parent or the Company for Taxes (determined without regard to provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document.
Clearance Certificates. Prior to the Closing, the Company shall deliver to Parent a clearance certificate or similar document(s) which may be required by any Tax Authority to relieve Parent of (i) any obligation to withhold Taxes in connection with the Transactions and (ii) any liability for Taxes (determined without regard to provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document.
Clearance Certificates. During the Pre-Closing Period, the Company will, upon request from Parent or Buyer, use its commercially reasonable efforts to obtain any certificate or other document from any governmental authority or any other Person that may be necessary to mitigate, reduce or eliminate (i) any obligation of Parent, Buyer, the Company or any of its Subsidiaries to withhold Taxes in connection with the transactions contemplated by this Agreement and (ii) any liability of Parent, Buyer, the Company or any of its Subsidiaries for Taxes (determined without regard to provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document. Asset Purchase Agreement and Plan of Reorganization – Page 51
Clearance Certificates. On or prior to the Closing Date, The Company will provide UOP, at UOP's request, with all clearance certificates or similar documents, that may be required by any governmental or taxing authority, in order to relieve UOP of any obligations to withhold or escrow any portion of the Purchase Price.
