Sales Tax Escrow Sample Clauses

Sales Tax Escrow. For a period of four months following the Closing Date, Buyer shall cause to be paid out of the funds held in the Tax Escrow Account those certain sales tax amounts then due and payable by Sellers which sales taxes relate directly to the sale or license of products and services of the Business and which are identified in Schedule 2.09 (the amount set forth in Schedule 2.09, as reduced by payment, abatement, settlement or otherwise prior to Closing, is referred to herein as the “Accrued Sales Tax Amount”). In no event shall the aggregate amount paid or payable from the Tax Escrow Amount under this Section 2.09 exceed the Accrued Sales Tax Amount. Payments under this Section 2.09 shall be made directly to the applicable state taxing authorities on behalf of Sellers. Buyer’s obligation to remit any such payments from the Tax Escrow Account shall be subject to Buyer’s prior receipt of written notice from Sellers identifying the exact amount of tax due, the name of the appropriate taxing authority, a statement as to the basis for such tax and its relation to the Business, and such other information as necessary to remit payment to the taxing authority. Sellers shall present to Buyer evidence of such tax obligation upon request, which evidence shall be reasonably satisfactory to Buyer. On the four month anniversary of the Closing Date, all amounts remaining in the Tax Escrow Account shall be released to Buyer. The parties hereto acknowledge and agree that (i) the Tax Escrow Account shall at all times remain the property and asset of Buyer, (ii) Sellers have no right, title or interest in or to the Tax Escrow Account and the funds therein, and (iii) Buyer is not, under this Section 2.09 or otherwise, assuming any tax obligations or tax liabilities of Sellers or any of their Affiliates.
Sample 1
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Sales Tax Escrow. Pursuant to Section 212.10, Florida ---------------- Statutes (2003), the parties agree to establish a sales tax escrow at Closing sufficient to pay any reasonably anticipated sales tax due from Seller to the State of Florida for the operation of Seller's rental business on the Real Properly (the "Sales Tax Escrow"). The amount of the Sales Tax Escrow will be established by mutual agreement of the parties based upon a fair estimate of the sales tax owed by Seller as of the Closing Date. The Sales Tax Escrow will be held by Escrow Agent. Within fifteen (15) days following the Closing, Seller shall prepare a final return of all remaining sales tax due, and shall deliver the return to Escrow Agent with instructions to file the return and pay the tax due thereon from the Sales Tax Escrow to the Florida Department of Revenue (the "Department"). In the event the Sales Tax Escrow is insufficient to pay the full amount due and owing to the Department, Seller shall immediately remit to Escrow Agent the additional funds necessary to pay the sales tax in full. In the event Seller fails to immediately deliver such additional funds, Buyer may deliver the additional funds to Escrow Agent to assure full payment of Seller's tax liability, in which case Seller shall be deemed in breach of this Agreement. Neither party shall request an audit by the Department of Seller's books and records for purposes of determining any remaining sales tax liability of Seller. However, within ninety (90) days following the Closing Date, Seller shall deliver to Buyer a sales tax audit performed by a licensed independent contractor for the Department (the "Audit"), provided the results of such Audit are not given to the Department. Seller will be responsible for the full cost of the Audit. In the event the Audit shows any additional tax due, Seller shall promptly remit such additional tax to the Department. In the event the Sales Tax Escrow exceeds the final tax owed to the Department, Escrow Agent will disburse the excess to Seller promptly. The provisions of this Paragraph shall expressly survive Closing.
Sample 1
Sales Tax Escrow. (i) All sales and use taxes assessed to Poly- Cell, whether before or after the Closing Date, shall be the responsibility of Poly-Cell. The sum of $20,000 shall be tendered by Polypride from out of the Purchase Price to Xxxxxx Xxxxxx, L.L.P. as the escrow agent, on the Closing Date (the "Sales Tax Escrow"). This sum shall be held by Xxxxxx Xxxxxx, L.L.P., as escrow agent of the Sales Tax Escrow, to cover the amount of any sales taxes, damages and interest due on the Closing Date from Poly-Cell to the Mississippi State Tax Commission pursuant to Sections 27-65-1 et. seq. of the Mississippi Code of 1972, as amended. This sum shall be held by Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, until such time as Poly-Cell delivers a certificate, acceptable to Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, from the Mississippi State Tax Commission indicating that there are not sales taxes, damages or interest due from Poly-Cell. Upon the receipt of an acceptable certificate, Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, shall transfer the balance held in the Sales Tax Escrow to Poly-Cell.
Sample 1
Sales Tax Escrow. Seller and/or the Acquired Entity will, prior to the Closing, reach a binding agreement with the State of California Board of Equalization under which Seller will pay for all liability for sales and use tax due to sale-leaseback transactions entered into between 1998 and 2001 and the Acquired Entity will be released from any claims for said tax liability. Seller and/or the Acquired Entity will, at least three (3) Business Days prior to the Closing, provide Schwarzkopf with adequate documentation that demonstrates that such a binding agreement ("Novation Agreement") has been reached; if no such resolution is possible by the Closing Date, Schwarzkopf shall deduct the amount in dispute ("Sales Tax Escrow Amount") from the purchase price to be paid at Closing and the amount so deducted will be added to the Escrow Fund to be held pending the resolution of such claim or the execution of a Novation Agreement and the Escrow Fund as a whole will be dealt with as provided for in Sections 1.5 and 1.6 of this Agreement and as provided for immediately below. Upon execution of a Novation Agreement, the Sales Tax Escrow Amount shall be released from escrow and paid over to the Seller. If a Novation Agreement is not executed and instead the claim is resolved, then upon resolution of such claim, the amount required to be paid to the State of California Board of Equalization shall be paid out of the Escrow Fund and the balance of the Sales Tax Escrow Amount, if any, shall be paid to the Seller. Conversely, if the amount required to be paid to the State of California Board of Equalization exceeds the Sales Tax Escrow Amount, Seller will pay the deficit to the State of California Board of Equalization in compliance with said Board's payment deadline.
Sample 1

Related to Sales Tax Escrow

  • Sales Tax Each Participating Entity is responsible for supplying the Supplier with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

  • Sales Taxes Contractor shall be responsible for the administration and timely payment, with reimbursement therefor as provided in this Agreement, of all (a) sales and use taxes imposed by Applicable Legal Requirements upon Contractor that are properly payable (“Sales Taxes”) in connection with or arising from the Work, (b) Sales Taxes on items incorporated into the Work or imposed by Applicable Legal Requirements upon Owner and for which Contractor has the responsibility to collect such Tax from Owner and (c) value added, excise taxes and import duties that are properly payable by Contractor or any Subcontractor in performance of the Work. All other Taxes (except to the extent similar to those set forth in Section 2.2.9.2) imposed by non-U.S. Governmental Authorities, duties and fees of any kind, in each case that are properly payable in connection with or arising from the performance of the Work will be reimbursed by Owner to Contractor. Owner shall reimburse Contractor for Sales Taxes in connection with or related to the Work that are incorporated into the Work or that are imposed by Applicable Legal Requirements upon Owner and are paid by Contractor. Such reimbursement shall be made only upon the furnishing of reasonable documentation establishing that such Taxes have in fact been paid to the appropriate taxing jurisdiction. Reimbursement for the Sales Taxes as provided in Section 3.4.2 shall be part of the Reimbursable Component, and Owner does not assume any further liability in connection with such Taxes. Reimbursement for Sales Taxes on items incorporated into the Work shall be a contractual commitment to Contractor and Owner shall not have any direct liability to any taxing jurisdiction for Contractor’s failure to properly pay such Taxes. Contractor agrees to indemnify and hold Owner harmless for any Taxes, interest, penalties or other costs that arise from the failure of Contractor to remit or timely remit Sales Taxes as required by Applicable Legal Requirements and this Agreement or arising from the failure of Contractor to allow Sales Tax audits or to comply with any other requirements of the state and local taxing authorities in connection with the Work. In circumstances where a Sales Tax is imposed for purchases that are not exempt from Sales Tax pursuant to exemption programs identified by Owner to Contractor or for which an exemption is not applicable, Contractor shall be reimbursed in accordance with Section 3.4 for its payment of all such Sales Taxes; provided, however, that if Sales Taxes (for which an exemption would have otherwise applied) are paid on a purchase identified by Owner as tax benefit-qualified because of Contractor’s failure to furnish or cause to be furnished properly completed Sales Tax certificates as provided in Appendix L or any other failure by Contractor to perform its obligations hereunder, then Contractor shall reimburse Owner, at Contractor’s expense, for the reasonable costs incurred by Owner in seeking a refund of such Sales Taxes from appropriate authorities. With respect to all purchases identified by Owner as tax benefit-qualified, Contractor shall furnish to the appropriate taxing authorities all required information and reports in connection with all Contractor Taxes and Sales Taxes. Contractor shall furnish to Owner all required information and reports in connection with all Sales Taxes as are as described in Appendix L or otherwise reasonably requested in a Notice from Owner to Contractor. Contractor shall provide assistance as reasonably requested by Owner or its tax consultant(s), in confirming eligibility and qualification for exemptions from Sales Taxes (and any other tax exemptions) to the relevant Governmental Authorities. From time to time and within 30 days of a request therefor, Contractor shall provide Owner with information regarding quantities, descriptions, and costs of property installed at the Project reasonably requested by Owner in connection with the preparation of Owner’s tax returns, satisfying regulatory requirements or as otherwise required in connection with Financing or with obtaining exemption from, or rebate of, Sales Tax. Contractor agrees to participate in any Sales Tax exemptions or rebate programs identified by Owner, to complete and deliver the applicable documentation to obtain tax-exemption for purchases of Equipment and Materials, and to pass any Sales Tax savings or rebates through to Owner. Owner hereby notifies Contractor that all Equipment and certain Materials and Consumables will be installed or used within an “enterprise zone” and therefore may be subject to Sales Tax rebates under the Louisiana Quality Jobs Act Program or the Louisiana Enterprise Zone Program upon Contractor’s proper completion and presentation of the Sales Tax certificates set forth in Appendix L for purchases identified by Owner, subject to certain other terms and conditions of Sales Tax exemption and rebate programs.

  • SALES TAX EXEMPTION The Services under the Contract will be paid for from the Department’s funds and used in the exercise of the Department’s essential functions as a State of Utah entity. Upon request, the Department will provide Contractor with its sales tax exemption number. It is Contractor’s responsibility to request the Department’s sales tax exemption number. It is Contractor’s sole responsibility to ascertain whether any tax deductions or benefits apply to any aspect of the Contract.

  • Tax and Insurance Escrow Fund (a) If (and for so long as) a Trigger Event shall have occurred and shall not have been cured by a Trigger Event Cure, on each Payment Date during such period, Borrower shall pay to Lender (or Servicer, as directed by Lender) an amount equal to (i) one-twelfth of the Taxes that Lender estimates will be payable during the next ensuing twelve (12) months in order to accumulate with Lender sufficient funds to pay all such Taxes at least thirty (30) days prior to their respective due dates, and (ii) one-twelfth of the Insurance Premiums that Lender estimates will be payable for the renewal of the coverage afforded by the Policies upon the expiration thereof in order to accumulate with Lender sufficient funds to pay all such Insurance Premiums at least thirty (30) days prior to the expiration of the Policies (said amounts in (i) and (ii) above hereinafter called the “Tax and Insurance Escrow Fund”). Lender shall apply the Tax and Insurance Escrow Fund to payments of Taxes and Insurance Premiums required to be made by Borrower pursuant to Section 5.1.2 hereof and under the Mortgage Loan Agreement. In making any payment relating to the Tax and Insurance Escrow Fund, Lender may do so according to any xxxx, statement or estimate procured from the appropriate public office (with respect to Taxes) or insurer or agent (with respect to Insurance Premiums), without inquiry into the accuracy of such xxxx, statement or estimate or into the validity of any tax, assessment, sale, forfeiture, tax lien or title or claim thereof. If the amount of the Tax and Insurance Escrow Fund shall exceed the amounts due for Taxes and Insurance Premiums pursuant to Section 5.1.2 hereof, provided no Event of Default shall have occurred and be continuing, then Lender shall return any excess to Borrower (or to Operating Company, if so directed by Borrower). In allocating such excess, Lender may deal with the Person shown on the records of Lender to be the owner of the Properties. If at any time Lender reasonably determines that the Tax and Insurance Escrow Fund is not or will not be sufficient to pay Taxes and Insurance Premiums by the dates set forth in (i) and (ii) above, Lender shall notify Borrower of such determination and Borrower shall increase its monthly payments to Lender by the amount that Lender estimates is sufficient to make up the deficiency at least thirty (30) days prior to the due date of the Taxes and/or thirty (30) days prior to expiration of the Policies, as the case may be. (b) Notwithstanding the foregoing, Borrower shall not be required to make any deposits into the Tax and Insurance Escrow Fund on account of Insurance Premiums if (and for so long as) Borrower shall maintain a blanket insurance policy in respect of the Properties that is in accordance with the provisions of Section 6.1(a) and otherwise satisfactory to Lender in all material respects. (c) Any amount remaining in the Tax and Insurance Escrow Fund following the occurrence of a Trigger Event Cure shall be returned to Borrower (or Operating Company, as directed by Borrower).

  • Collection of Taxes, Assessments and Similar Items; Escrow Accounts (a) To the extent required by the related Mortgage Note and not violative of current law, the Master Servicer shall establish and maintain one or more accounts (each, an "Escrow Account") and deposit and retain therein all collections from the Mortgagors (or advances by the Master Servicer) for the payment of taxes, assessments, hazard insurance premiums or comparable items for the account of the Mortgagors. Nothing herein shall require the Master Servicer to compel a Mortgagor to establish an Escrow Account in violation of applicable law. (b) Withdrawals of amounts so collected from the Escrow Accounts may be made only to effect timely payment of taxes, assessments, hazard insurance premiums, condominium or PUD association dues, or comparable items, to reimburse the Master Servicer out of related collections for any payments made pursuant to Sections 3.01 hereof (with respect to taxes and assessments and insurance premiums) and 3.09 hereof (with respect to hazard insurance), to refund to any Mortgagors any sums determined to be overages, to pay interest, if required by law or the terms of the related Mortgage or Mortgage Note, to Mortgagors on balances in the Escrow Account or to clear and terminate the Escrow Account at the termination of this Agreement in accordance with Section 9.01 hereof. The Escrow Accounts shall not be a part of the Trust Fund. (c) The Master Servicer shall advance any payments referred to in Section 3.06(a) that are not timely paid by the Mortgagors on the date when the tax, premium or other cost for which such payment is intended is due, but the Master Servicer shall be required so to advance only to the extent that such advances, in the good faith judgment of the Master Servicer, will be recoverable by the Master Servicer out of Insurance Proceeds, Liquidation Proceeds or otherwise.

  • Goods and Services Tax (GST (a) For the purposes of clause 9:

  • Ad Valorem Taxes Prior to delinquency, Tenant shall pay all taxes and assessments levied upon trade fixtures, alterations, additions, improvements, inventories and personal property located and/or installed on or in the Premises by, or on behalf of, Tenant; and if requested by Landlord, Tenant shall promptly deliver to Landlord copies of receipts for payment of all such taxes and assessments. To the extent any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced by Landlord.

  • REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property. (b) All income and all operating expenses from the Entire Property shall be prorated between the parties and adjusted by them as of the date of Closing. Seller shall be entitled to all income earned and shall be responsible for all expenses incurred prior to the date of Closing, and Buyer shall be entitled to its proportionate share of all income earned and shall be responsible for its proportionate share of all operating expenses of the Entire Property incurred on and after the date of closing.

  • Tax Payments Each Company shall be liable for and shall pay the Taxes allocated to it by this Section 2 either to the applicable Tax Authority or to the other Company in accordance with Section 4 and the other applicable provisions of this Agreement.

  • Data Escrow Registry Operator shall comply with the registry data escrow procedures set forth in Specification 2 attached hereto (“Specification 2”).

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