Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.
Tax Clearance Certificates. Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Sellers or where Sellers has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate could subject the Buyer Parties to any Taxes of Sellers. If any taxing authority asserts that the Sellers are liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such Liabilities have been paid in full or otherwise satisfied.
Tax Clearance Certificates. The Buyer shall use reasonable efforts to provide or obtain from any taxing authority any certificate, permit, license, or other document necessary to mitigate, reduce or eliminate any Taxes (including additions thereto or interest and penalties thereon) that otherwise would be imposed with respect to the transactions contemplated in this Agreement.
Tax Clearance Certificates. Consumers shall use commercially reasonable efforts to obtain a tax clearance certificate in each state where Consumers pays taxes, and, in the event that such tax clearance certificates may not be obtained prior to the Closing, Consumers shall provide LaSalle or CAC a ledger account of taxes owed and paid in each such state where ledger account information is available.
Tax Clearance Certificates. Promptly following the execution and delivery of this Agreement, Sellers shall, if required by applicable Law, notify the taxing authorities in the applicable jurisdictions that impose Taxes on any Seller or where any Seller has a duty to file Tax Returns reporting the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyers to any Taxes of such Seller.
Tax Clearance Certificates. The Sellers and Buyer shall cooperate and use their best efforts to cause the tax clearance certificates described in Schedule 5.20 of this Agreement to be issued by the appropriate taxing authorities prior to the Closing Date or as soon as practicable thereafter.
Tax Clearance Certificates. Surviving Corporation acknowledges that the Radiancy Group and their Affiliates have not taken, and do not intend to take, any action required to comply with any applicable bulk sale or bulk transfer laws or similar laws and hereby waives compliance therewith; it being understood that any liabilities arising out of the failure of the Company to comply with the requirements and provisions of any such Laws in any jurisdiction shall not limit Merger Sub’s rights under Section 7.2.
Tax Clearance Certificates. Sellers and Buyer shall cooperate and use their Commercially Reasonable Efforts to cause the tax clearance certificates described in Schedule 4.20 of this Agreement to be issued by the appropriate taxing authorities prior to the Closing Date or as soon as practicable thereafter. Buyer shall, at least ten (10) days prior to the Closing Date, file Form AU-196.10, Notification of Sale, Transfer or Assignment in Bulk, with the New York State Department of Taxation and Finance.
Tax Clearance Certificates. On or before the date that is 30 calendar days following the Closing Date, the Borrower shall provide to the Administrative Agent all tax clearance certificates not delivered to the Administrative Agent under Section 4.01(a)(iv) and permitted by such section to be delivered under this Section 6.13; provided that, if the Borrower is unable to deliver any such certificate by virtue of a delay in the ability of any applicable Governmental Authority to provide such certificate in the ordinary course (and not by virtue of any Loan Party not being in tax good standing) and the Borrower has provided to the Administrative Agent reasonable evidence of such inability, then the Borrower shall have such additional time to deliver such certificate(s) as the Administrative Agent shall reasonably determine.
Tax Clearance Certificates. With respect to each jurisdiction set forth on Section 8.07 of the Seller Disclosure Letter, Seller shall provide such cooperation as is reasonably requested by Purchaser for the purpose of obtaining any available tax clearance certificate (“Tax Clearance Certificate”) if the failure to obtain such Tax Clearance Certificate could subject Purchaser to any Taxes of Seller or any of its Subsidiaries. If, in respect to any application for a Tax Clearance Certificates made pursuant to this Section 8.07, any Governmental Authority asserts that Purchaser is liable for any Tax of Seller or any of its Subsidiaries, Seller shall promptly pay any and all such amounts and shall provide evidence to Purchaser that such liabilities have been paid in full or otherwise satisfied.
