Tax Clearance Letters. Prior to Closing, Target and Merger Sub shall each request from the Oklahoma Tax Commission a letter stating that Target's franchise tax has been paid for the current fiscal year, which letters, upon Closing, shall be included with the Certificate of Merger for filing with the Oklahoma Secretary of State (the "Tax Clearance Letters").
Tax Clearance Letters. The Targets and Merger Sub shall have each delivered a Tax Clearance Letter from the OTC as described in Section 6.10 hereof.
Tax Clearance Letters. The Company shall have delivered to Parent Tax clearance letters from the Kentucky Department of Revenue and any other Governmental Body that may issue such clearance letters with respect to the Taxes of any of the Company Entities filed in other jurisdictions, dated as of a recent date prior to the Closing Date confirming that as of such date, each Company Entity has paid any and all Taxes required to be paid with respect to operations of such Company Entity, including without limitation any and all business, sales, contractors’ excise, municipal, and real and personal property Taxes.
Tax Clearance Letters. Clean “tax clearance” letters, as current as possible, but in no event dated earlier than fourteen (14) days prior to the Closing Date, confirming the payment of any sales or transaction privilege tax from each applicable sales taxing authority (state and county) with respect to the Property; provided, further, however, that if Seller is not able to provide at Closing such tax clearance letters despite using commercially reasonable efforts, Seller shall (i) provide such other proof of payment of all sales, contracting and/or transaction privilege taxes due to the State of Arizona and the County of Maricopa from all activity undertaken for or on behalf of Seller on the Property, and (ii) escrow such funds at Closing as Purchaser determines are reasonably required to cover the amount of any unpaid taxes, pursuant to an escrow agreement in form reasonably acceptable to Seller and Purchaser, which escrowed funds shall be released to Seller upon delivery of the tax clearance letters.
Tax Clearance Letters. Clean “tax clearance” letters, as current as possible, but in no event dated earlier than five (5) days prior to the Closing Date, confirming the payment of any sales or transaction privilege tax from each applicable sales taxing authority (state, county and city) with respect to the Property; provided, further, however, that if Seller is not able to provide at Closing such tax clearance letters despite using commercially reasonable efforts, Seller shall (i) provide such other proof of payment of all sales, contracting and/or transaction privilege taxes due to the State of Arizona, County of Maricopa, and the City of Phoenix from all activity undertaken for or on behalf of Seller on the Property, and (ii) escrow such funds at Closing as Purchaser determines are reasonably required to cover the amount of any unpaid taxes, which escrowed funds shall be released to Seller upon delivery of the tax clearance letters.
Tax Clearance Letters. Buyer shall have received Tax clearance letters from the New York and New Jersey Departments of Revenue satisfactory to Buyer. If such Tax clearance letters have not been delivered to Buyer by the Closing, the Initial Payment and cash delivered by Buyer at the Closing shall be adjusted as described in Section 2.2(a) of this Purchase Agreement.
Tax Clearance Letters. Prior to the Effective Date, each Seller submitted a Tax Clearance Application to the Arizona Department of Revenue (the “Department”) requesting that the Department issue a Letter of Good Standing (each, a “Letter of Good Standing”) with respect to each Seller. In addition, each Seller is in the process of trying to procure updated letters from the City of Phoenix Financing Department Tax Division stating that no privilege taxes are due and owing to the City of Phoenix by such Seller (each, a “City of Phoenix Clearance Letter”). If, as of the Closing, a particular Seller fails to deliver a Letter of Good Standing and City of Phoenix Clearance Letter to Purchaser dated from and after April 1, 2015, then such Seller shall indemnify, defend and hold Purchaser harmless from any claims asserted by the Department and/or the City of Phoenix with respect privilege taxes due and owing by such Seller to the Department and/or City of Phoenix with respect to the period of time prior to Closing, which indemnity shall survive Closing but shall be rendered null and void upon the issuance and receipt by Purchaser of a Letter of Good Standing and City of Phoenix Clearance Letter with respect to such Seller.
Tax Clearance Letters. Seller shall obtain tax clearance letters in respect of Seller from applicable state authorities in respect of Seller's outstanding income, employment, withholding, sales and use, and similar tax liabilities, if any.
Tax Clearance Letters. The Buyer shall have received Tax clearance letters from the applicable state Taxing agencies of the states of California, Florida, New York, New Jersey and Pennsylvania.
Tax Clearance Letters. The Company shall have delivered to Parent Tax clearance letters from the South Dakota Department of Revenue and any other Governmental Body that may issue such clearance letters with respect to the Taxes of the Company filed in other jurisdictions, dated as of a recent date prior to the Closing Date confirming that as of such date, the Company has paid any and all Taxes required to be paid with respect to operations of the Company, including without limitation any and all business, sales, contractors’ excise, municipal, and real and personal property Taxes.
