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. (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.
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. Each Company shall cooperate fully with Buyer to the extent necessary for Buyer to obtain information regarding unpaid sales Taxes, if any, of the Business.
Sales Tax Matters. Within ten (10) days after each Closing for the sale of any Business hereunder or as soon thereafter or practicable, Sellers shall obtain all sales tax clearance certificates from each applicable state agency regarding Sellers' liability for sales and use tax and otherwise take all reasonable actions to assist Buyers in qualifying for any applicable occasional sale exemption. Additionally, BFIP shall deliver, within ten (10) days after the Closing Date for the sale of the DuBois Business or as soon thereafter as practicable: (x) xx the Pennsylvania Department of Revenue, a notice in accordance with the provisions of 72 Pa. Stat. Ann. Section 7240 regarding BFIP's liability for sales and use xxx if such statute so provides for such liabilities; (ii) to the Pennsylvania Department of Revenue, a notice in accordance with the provisions of 72 Pa. Stat. Ann. Section 7321.1 regarding BFIP's liability for persxxxl income tax withholding if such statute so provides for such liabilities; (iii) to the Pennsylvania Department of Revenue, a notice in accordance with the provisions of 72 Pa. Stat. Ann. Section 1403 regarding BFIP's liability for corporate taxes if such statute so provides for such liabilities; and (iv) to the Pennsylvania Department of Labor and Industry, a notice in accordance with the provisions of 43 Pa. Stat. Ann. Section 788.3 regarding BFIP's liability for unempxxxment compensation taxes if such statute so provides for such liabilities. Additionally, BFIP and HCL shall deliver to Buyer, within ten (10) days after the Closing Date for the sale of the DuBois Business or as soon thereafter as practicable, txx xxxn certificates from the Pennsylvania Department of Revenue showing no Liens against BFIP or HLC. BFIP shall file with the Pennsylvania Department of Revenue an Application For Tax Clearance Certificate within ninety (90) days of the Closing Date for the sale of the DuBois Business or as soon thereafter as practicable anx xxxxl deliver a Tax Clearance Certificate from the Pennsylvania Department of Revenue to Buyers upon issuance of that certificate.
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.
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. Company, Shareholder and Buyer agree that Buyer shall be entitled to provide notice of the transactions contemplated by this Agreement to the New Jersey Division of Taxation (the "Division") in accordance with the requirements of N.J.S.A. 54:32B-22. Company, Shareholder and Buyer further agree that, should the Division notify Buyer that Buyer should withhold from the Purchase Price any amount of money as an escrow against any possible tax liability of Company or the Shareholder, Buyer shall be entitled to withhold such sum from the proceeds to be paid to or for the benefit of Company at the Closing, with the withheld sum to be held in a third party escrow until such time as Company shall deliver to Buyer an original certificate from the Division authorizing Buyer to release the escrowed sums to Company. Buyer shall be entitled to deliver the escrowed sum to the Division instead of to Company to the extent that the Division provides written direction to Buyer to do so. Buyer shall notify the Division of the pending transactions contemplated by this Agreement within four business days after the execution of this Agreement.
