Sales Tax Matters. Purchaser agrees to cooperate with and assist Seller in taking such actions as may be necessary in order to eliminate or minimize the imposition of any sales, use or other transfer taxes arising as a result of the transactions contemplated herein.
Sales Tax Matters. As soon as reasonably practicable following the Closing, Seller and Purchaser shall timely file with the appropriate governmental authority all state and local transfer, sales and use tax returns and shall make all other filings which may be required in connection with the transactions contemplated hereby.
Sales Tax Matters. As soon as practicable after Closing, Company shall obtain a sales tax clearance certificate from the Pennsylvania Department of Revenue.
Sales Tax Matters. (i) Notwithstanding any provision to the contrary, all consideration paid hereunder is exclusive of any sales, transfer, goods or services tax, or similar gross-receipts-based Tax (including any such Taxes that are required to be withheld, but excluding all other Taxes, including Taxes based upon or calculated by reference to net income, gain or capital) imposed against or on services provided (“Sales Taxes”) by a Provider hereunder and such Sales Taxes shall be added to the consideration to be paid to a Provider where applicable. The Parties shall cooperate in good faith to determine and to minimize the amount of such Sales Taxes, including either Party providing reasonable documentation that is necessary to evidencing an exemption from or reduced liability for such Sales Taxes. To the extent practicable, the relevant invoice submitted to the Recipient shall (a) state such Sales Taxes separately and (b) state the taxable services separately from the non-taxable services. In addition, the separately stated Sales Taxes shall not be charged in any case more than six months after the end of the tax year of the date in which the relevant invoice for the provision of services was sent; provided however, to the extent the amount of such Sales Taxes is in dispute between the Parties or with a taxing authority, the amount of such Sales Taxes shall be invoiced as soon as practicable after the dispute is resolved.
(ii) To the extent such Sales Taxes are payable by the Provider to the relevant taxing authority, the Recipient shall remit an amount equal to such Sales Taxes to the Provider. Where the Law is unclear or the Law provides that either Party may remit such Sales Taxes, the Person responsible for remitting the Sales Tax to the tax authority shall be determined by the Provider under the same methodologies Provider uses to determine taxation on services in its standard administrative services agreements it enters into with customers.
(iii) Notwithstanding any other proviso, the Recipient shall not be required in any case to indemnify the Provider for any (x) penalties, interest or additions to tax imposed with respect to a Sales Tax to the extent such amounts are imposed due to a failure by the Provider to timely collect or remit any such taxes to a taxing authority or timely file any tax return relating to such taxes except where such failure was directly due to the Recipient’s breach of any obligation herein or if the amount of such Sales Tax was timely and p...
Sales Tax Matters. At or prior to the Closing, Company shall obtain a sales tax clearance certificate from the Connecticut Department of Revenue. At or prior to the Closing Company shall surrender to the Connecticut Department of Revenue its Connecticut seller's permit so as to cause Company to qualify for an occasional sale exemption.
Sales Tax Matters. At or prior to the Closing, Company shall obtain a sales tax clearance certificate from the Tennessee Department of Revenue.
Sales Tax Matters. At or prior to the Closing, RAS1 and RAS2 shall obtain a sales tax clearance certificate from the Hawaii Department of Taxation.
Sales Tax Matters. Fintube shall have surrendered its sales tax permit to the Oklahoma Tax Commission along with payment for any unpaid or accrued Taxes such that Purchaser can receive a sales tax permit.