New Jersey Bulk Sales Clause Samples
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New Jersey Bulk Sales. Purchaser shall have the right to comply with N.J.S.A. 54:32B-22(c) and N.J.S.A. 54:50‑38 and Seller shall reasonably cooperate in connection with such compliance. In furtherance thereof: (a) Seller shall prepare and deliver to Purchaser the Asset Transfer Tax Declaration (the “NJ-TTD”) in the form prescribed by the Director of the New Jersey, Division of Taxation (the “NJ Tax Director”), so that such form is received by Purchaser not less than twenty (20) Business Days prior to the Closing; and (b) Purchaser shall deliver a Notification of Sale, Transfer, or Assignment in Bulk (Form C-9600), together with the completed NJ-TTD and a fully executed copy of this Agreement (the “NJ Tax Notification”), to the NJ Tax Director by registered or certified mail or overnight delivery so that such NJ Tax Notification is received by the NJ Tax Director not less than twenty (20) Business Days prior to Closing. Seller shall provide all information requested by Purchaser to enable Purchaser to complete the NJ Tax Notification, as soon as reasonably practicable after request from Purchaser. If, at any time prior to Closing, the NJ Tax Director informs Purchaser that a possible claim (the “NJ Tax Claim”) for taxes imposed or to be imposed on Seller, including any interest or penalties thereon, any cost or fees imposed by the NJ Tax Director related thereto and any tax on the gain from the sale of the Assets (collectively, “NJ Taxes”), exists and the amount thereof (the “NJ Tax Deficiency”), then Purchaser and Seller shall close as scheduled and without delay, and Purchaser shall withhold the portion of the Purchase Price equal to the amount of the Deficiency, which amount so withheld shall be placed in an escrow account (the “NJ Tax Escrow”), which NJ Tax Escrow shall be held pursuant to an escrow agreement substantially in the form annexed hereto as Exhibit E. The escrow agent shall be a title agent, title company, attorney or bank authorized to transact business in New Jersey selected by Purchaser and reasonably acceptable to Seller (“NJ Tax Escrow Agent”). For the avoidance of doubt, Purchaser shall not be liable for any NJ Taxes (including but not limited to, Taxes owed in connection with the use and operation of the Assets prior to Closing, or any NJ Taxes on any gain realized upon the sale, transfer or assignment of the Assets, the Internal Reorganization or the Company Equity Interests) other than Transfer Taxes, which shall be subject to the provisions of Section 1...
New Jersey Bulk Sales. Purchaser shall have the right to comply with N.J.S.A. 54:32 B-22 (c) and N.J.S.A54:50-38 by delivering a Notification of Sale, Transfer or Assignment in Bulk (Form C-9600) (the “Tax Notification”) to the Director of the Division of Taxation of the State of New Jersey (the “Director”) (together with a copy of this Agreement) by registered or certified mail or overnight delivery at least fifteen (15) business days prior to Closing. Seller shall call cooperate in connection with such compliance and shall provide all information necessary for Purchaser to complete the Tax Notification and provide Purchaser with a completed Asset Transfer Tax Declaration (Form A5002) (the “TTD”) which shall be submitted to the Director together with the Tax Notification. If the Director informs Purchaser that a possible claim for taxes, including any interest and penalties thereon, exists (the “Claim”) and the amount thereof (the “Deficiency”), then Purchaser and Seller shall Close as scheduled and without delay and an amount equal to the Deficiency shall be withheld from Seller’s proceeds at Closing (the “Tax Escrow”), which Tax Escrow shall be held in escrow by the Escrow Agent (which, for purposes of the Tax Escrow, will also be called in this Agreement the “Bulk Sales Tax Escrowee”).Any fees of the Bulk Sales Tax Escrowee with regard to the Tax Escrow shall be borne equally by Seller and Purchaser. The terms and conditions of such escrow shall be those set forth in this Section 11.19, together with (to the extent not inconsistent with this Section 11.19) the other protections for the Escrow Agent that are expressly set forth elsewhere in this Agreement. The Tax Escrow shall be maintained until such time as (i) the Director demands, in writing, from the Escrow Agent, payment out of the Tax Escrow for any State tax debts that exist and/or a payment for the Seller’s declared estimated tax on the gain from the transfer of Property (the “Demand”) and the requirements of sub-paragraphs (a) or (b) below have been satisfied, or, (ii) if the Seller has no State tax debts, the Director issues a letter of tax clearance to the Purchaser (who shall immediately provide copies of same to the Seller and the Escrow Agent in accordance with the notice provisions hereof) permitting the release of the Tax Escrow to Seller (the “Clearance Letter”).
(a) (i) upon receipt of the Demand, the Escrow Agent shall provide a copy of the Demand to Seller and its counsel in accordance with the notice pro...
New Jersey Bulk Sales. Seller acknowledges that Purchaser shall be entitled to file with the State of New Jersey, the Division of Taxation (the “Division”), a Notification of Sale, Transfer or Assignment in Bulk (Form C-9600) and an executed copy of this Agreement, enumerating the purchase price and the terms and the conditions hereof, as required by law and as necessary to obtain a letter of tax clearance from the Division. Seller acknowledges that Seller may be required by the Division to complete an asset transfer tax declaration in order for the Division to provide a letter of tax clearance. Seller and each of its partners, members or managers hereby agree to use commercially reasonable efforts to provide such completed declarations to the Division at least fifteen (15) days prior to the Closing, provided that Purchaser has previously filed its Form C-9600 with the Division. Seller agrees to use commercially reasonable efforts to cooperate in good faith with Purchaser with filing the above documents and obtaining a letter of tax clearance from the Division. The provisions of this Section 11.22 shall survive the Closing.