Common use of Tax Clearance Certificates Clause in Contracts

Tax Clearance Certificates. 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 Purchaser 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 Purchaser that such liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Contribution and Sale Agreement (Powersecure International, Inc.)

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Tax Clearance Certificates. The Seller Parties shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where any such Seller has a duty an obligation 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 would subject the Purchaser Buyer to any Taxes of Seller. If any taxing authority asserts that a Seller is liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to the Purchaser Buyer that such liabilities Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Andina Gold Corp.)

Tax Clearance Certificates. If requested by Purchaser, 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 Transactions 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 Purchaser 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 Purchaser that such liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Bancshares, Inc.)

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 Purchaser 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 Purchaser Buyer that such liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Foster L B Co)

Tax Clearance Certificates. Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller 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 (a “Tax Clearance Certificate”) could subject the Purchaser Buyer Parties to any Taxes of SellerSellers. If any taxing authority asserts that Seller is the Sellers are liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to the Purchaser Buyer that such liabilities Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcadia Biosciences, Inc.)

Tax Clearance Certificates. Seller shall notify all of the taxing authorities Tax 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 authoritiesTax Authorities, if the failure to make such notifications or receive any available tax Tax clearance certificate (a “Tax Clearance Certificate”) could subject the Purchaser to any Taxes of Seller. If any taxing authority Tax Authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Purchaser that such liabilities Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Elutia Inc.)

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Tax Clearance Certificates. If requested by Buyers, Seller shall notify all of the taxing authorities Governmental 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 authoritiesGovernmental Authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Purchaser Buyers to any Taxes of Seller. If any taxing authority Governmental Authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Purchaser Buyers that such liabilities Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Timmins Gold Corp.)

Tax Clearance Certificates. Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have 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 Purchaser Buyer to any Taxes of SellerSellers. If any taxing authority asserts that Seller is Sellers are liable for any Tax, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Purchaser Buyer that such liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Tax Clearance Certificates. Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have 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 Purchaser Buyer to any Taxes of SellerSellers. If any taxing authority asserts that Seller is Sellers are liable for any Tax, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Purchaser Buyer that such liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Finance CORP)

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