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.
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Samples: Stock and Asset Purchase Agreement (General Cable Corp /De/), Stock and Asset Purchase Agreement (Standard Motor Products Inc)
Tax Clearance Certificates. Promptly following the execution and delivery If requested by Purchaser, Seller shall notify all 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 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 Buyers Purchaser to any Taxes of such Seller.. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all
Appears in 1 contract
Samples: Asset Purchase Agreement (Federal Signal Corp /De/)
Tax Clearance Certificates. Promptly following the execution and delivery Seller shall notify all 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 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 Buyers Buyer to any Taxes of such Seller.
Appears in 1 contract
Tax Clearance Certificates. Promptly following the execution and delivery If requested by Buyer, Seller shall notify all 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 of the transactions contemplated by this Purchase 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 Certificate asserts that any Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide prompt written evidence to any Taxes of Buyer that such Sellerliabilities have been paid in full or otherwise satisfied.
Appears in 1 contract
Samples: Asset Purchase Agreement
Tax Clearance Certificates. Promptly following If reasonably requested by Purchaser, the execution and delivery Sellers shall notify all of this Agreement, Sellers shall, if required by applicable Law, notify the taxing authorities in the applicable jurisdictions that impose Taxes on any Seller the Sellers or where any Seller has the Sellers have a duty to file Tax Returns reporting 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 reasonably subject the Buyers Purchaser to any Taxes of such Sellerthe Sellers.
Appears in 1 contract
Samples: Asset Purchase Agreement (Clean Diesel Technologies Inc)