Florida Tax Liability; Compliance Certificate; Indemnity Sample Clauses

Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days from the date hereof, for any Seller entity owning Properties in Florida who is transferring more than fifty percent (50%) of its assets to the Buyer pursuant to this Agreement, each applicable Seller shall request and shall use good faith diligent efforts to obtain a certificate of compliance issued by the Florida Department of Revenue and addressed to the Buyer showing that such Seller has not received a notice of audit, that such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business in accordance with Section 213.758, Florida Statutes. In connection therewith, each applicable Seller shall promptly furnish to the Buyer any certificate or statement received by such Seller from the Florida Department of Revenue. In the event that, prior to Closing, any applicable Seller receives and/or furnishes a certificate or statement from the Florida Department of Revenue stating that any amount is assessed but unpaid, the Buyer may withhold from the Gross Asset Value an amount equal to the amounts so stated. Until such time as each applicable Seller has delivered a certificate or statement from the Florida Department of Revenue, showing that the applicable Seller has not received a notice of audit and such Seller has filed all required Tax returns and has paid all Tax arising from the operation of the business identified on the returns filed, the Sellers hereby agree to indemnify, defend and hold the Buyer harmless from and against any and all liabilities, claims, demands, causes of action, losses, costs and expenses (including reasonable attorneys’ fees, court costs and disbursements) which may arise out of any Seller’s failure to pay any Tax, penalty or interest assessed against such Seller for which the Buyer is liable pursuant to Section 213.758, Florida Statutes. The provisions of this Section 3.7 shall survive all Closings hereunder.
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Related to Florida Tax Liability; Compliance Certificate; Indemnity

  • TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)

  • Compliance Certificates The Company shall deliver to the Trustee, within 120 days after the end of each fiscal year during which any Securities of any series were outstanding, an officer’s certificate stating whether or not the signers know of any Event of Default that occurred during such fiscal year. Such certificate shall contain a certification from the principal executive officer, principal financial officer or principal accounting officer of the Company that a review has been conducted of the activities of the Company and the Company’s performance under this Indenture and that the Company has complied with all conditions and covenants under this Indenture. For purposes of this Section 13.12, such compliance shall be determined without regard to any period of grace or requirement of notice provided under this Indenture. If the officer of the Company signing such certificate has knowledge of such an Event of Default, the certificate shall describe any such Event of Default and its status.

  • Insurance Certificate The Lender shall have received an insurance certificate in accordance with the provisions of Section 6.1.8 (Insurance).

  • Monthly Compliance Certificate Within thirty (30) days after the last day of each month and together with the Monthly Financial Statements, a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank shall reasonably request;

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N620FE), dated as of June 15, 1998, between the Lessee and the Owner Participant.

  • Officer’s Compliance Certificates As soon as practicable (and in any event within 60 days after the close of each of the first three quarters of its fiscal year and within 120 days after the close of each fiscal year), a statement signed by one of the Parent’s financial officers substantially in the form of Exhibit M (commencing with the fiscal quarter ending September 30, 2014) and such other information as the Facility Agent may reasonably request;

  • Quarterly Compliance Certificates Together with each delivery of any quarterly report pursuant to paragraph (a)(i) of this Section 8.2, the Borrower shall deliver Officer’s Certificates, substantially in the form of Exhibit F attached hereto of the Borrower and the Company (the “Quarterly Compliance Certificates”), signed by the Borrower’s and the Company’s respective Authorized Financial Officers representing and certifying (1) that the Authorized Financial Officer signatory thereto has reviewed the terms of the Loan Documents, and has made, or caused to be made under his/her supervision, a review in reasonable detail of the transactions and consolidated and consolidating financial condition of the Company, the Borrower and its Subsidiaries, during the fiscal quarter covered by such reports, that such review has not disclosed the existence during or at the end of such fiscal quarter, and that such officer does not have knowledge of the existence as at the date of such Officer’s Certificate, of any condition or event which constitutes an Event of Default or Potential Event of Default or mandatory prepayment event, or, if any such condition or event existed or exists, and specifying the nature and period of existence thereof and what action the General Partner and/or the Borrower or any of its Subsidiaries has taken, is taking and proposes to take with respect thereto, (2) the calculations (with such specificity as the Administrative Agent may reasonably request) for the period then ended which demonstrate compliance with the covenants and financial ratios set forth in Articles IX and X and, when applicable, that no Event of Default described in Section 11.1 exists, (3) a schedule of the Borrower’s outstanding Indebtedness, including the amount, maturity, interest rate and amortization requirements, as well as such other information regarding such Indebtedness as may be reasonably requested by the Administrative Agent, (4) a schedule of Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA, and (6) calculations, in the form of Exhibit G attached hereto, evidencing compliance with each of the financial covenants set forth in Article X hereof.

  • Insurance Certificates Except for California workers’ compensation insurance, Contractor’s certificate of liability documentation shall include Form CG 20 10 11 85 or equivalent naming District as an additional insured on all insurance policies hereunder and shall furnish a thirty (30)-day written notice prior to coverage reduction or cancellation. Each additional insured endorsement shall include a “primary insurance clause” stating to the effect that “the insurance afforded by this policy for the benefit of the additional insured shall be primary insurance, and any insurance maintained by the additional insured shall be excess and non-contributory with the insurance provided hereunder.” The coverage provided to the additional insured shall be at least as broad as the coverage provided to Contractor and shall not contain any additional exclusionary language or limitations applicable only to the additional insured.

  • Officer’s Compliance Certificate At each time financial statements are delivered pursuant to Sections 7.1(a) or (b) and at such other times as the Administrative Agent shall reasonably request, an Officer’s Compliance Certificate.

  • Annual Compliance Certificate Within one hundred and twenty (120) days after December 31, 2021 and each fiscal year of the Company ending thereafter, the Company will deliver an Officer’s Certificate to the Trustee stating (i) that the signatory thereto has supervised a review of the activities of the Company and its Subsidiaries during such fiscal year with a view towards determining whether any Default or Event of Default has occurred; and (ii) whether, to such signatory’s knowledge, a Default or Event of Default has occurred or is continuing (and, if so, describing all such Defaults or Events of Default and what action the Company is taking or proposes to take with respect thereto).

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