Common use of Florida Tax Liability; Compliance Certificate; Indemnity Clause in Contracts

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.

Florida Tax Liability; Compliance Certificate; Indemnity. Within five (5) Business Days 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 the 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 each such Seller has not received a notice of audit, that such Seller has filed all required Tax tax returns and has paid all Tax 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 tax returns and has paid all Tax 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 Taxtax, 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 3.11 shall survive all Closings hereunderClosing.