Common use of Tax Escrow Clause in Contracts

Tax Escrow. The parties acknowledge Purchaser may have an obligation to withhold a portion of the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions of state law described on Schedule 4.9 to this Agreement (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "State Codes"). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's Purchase Consideration holdback for purposes of satisfying the State Codes. Within 30 days following the Closing, Seller will submit a written notice to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code (each a "No Tax Due Letter"). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such No Tax Due Letter, including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied with the requirements above and has used commercially reasonable efforts to obtain the related No Tax Due Letter), if any State pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction Documents, the parties agree that Purchaser may apply the provisions of Article VI with respect to such claim. Provided Purchaser has complied with the terms of this Agreement and the Escrow Agreement, Seller's sole recourse for the amount so paid to any State by Purchaser or the Escrow Agent shall be against the applicable State and not against Purchaser or Escrow Agent. If Purchaser has not received a No Tax Due Letter from any particular State by the end of the 12th month following the Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such letter as soon as practicable, and if Seller does not cooperate as reasonably requested by Purchaser then Purchaser may take such steps as may be reasonable under the circumstances in order to obtain such No Tax Due Letter on or before the end of the 23rd month following the Closing Date. The provisions of this Section shall survive the Closing.

Tax Escrow. The parties acknowledge Purchaser may have an Purchaser’s obligation to withhold a portion of the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions the laws of state law described on Schedule 4.9 to this Agreement each State in which the Business is conducted does business (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "“State Codes"”). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's ’s Purchase Consideration holdback for purposes of satisfying the State CodesCodes (collectively, the “Tax Holdback Provisions”). Within 30 days following the Closing, After Purchaser (i) receives from Seller will submit a written notice to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of a letter, certificate or any other reasonable documentation issued by each applicable State Department of Revenue, State Tax Commissioner or such written noticeother applicable governing body (each a “Commissioner”) pursuant that is sufficient to evidence that (a) Seller has paid all taxes described in the applicable State Code requestingCodes which accrued in connection with the Business through the Closing Date, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that (b) Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code taxes and will not be held personally liable for such taxes (each a "“No Tax Due Letter"”). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such No Tax Due Letter, including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, then Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied complying with the requirements above and has used commercially reasonable efforts to obtain the related No applicable State’s Tax Due Letter)Holdback Provisions. If, if however, any State Commissioner pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction DocumentsSeller, the parties agree that Purchaser may apply cause the provisions of Article VI with respect Escrow Agent to disburse directly to such claim. Provided Purchaser has complied with Commissioner such portion of the terms of this Agreement and Escrow Funds, in the manner contemplated in the Escrow Agreement, as may be necessary to satisfy such claim. Seller's ’s sole recourse for the amount so paid to any State Commissioner by Purchaser or the Escrow Agent shall be against the applicable State and the applicable Commissioner and not against Purchaser or Escrow Agent. If Purchaser has not received Immediately following the Closing Date, Seller will diligently, continuously and in good faith pursue the receipt of a No Tax Due Letter from any particular State by the end of the 12th month following the Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such letter as soon as practicable, and if Seller does not cooperate as reasonably requested by Purchaser then Purchaser may take such steps as may be reasonable under the circumstances in order to obtain such No Tax Due Letter on or before the end of the 23rd month following the Closing Date. The provisions of this Section shall survive the Closingeach Commissioner.

Tax Escrow. The parties acknowledge Purchaser may have an obligation to withhold a portion of the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions of state law described on Schedule 4.9 to this Agreement (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "State Codes"). The Escrow Funds being held pursuant In addition to the Escrow Agreement Funds, to secure the future payment of the taxes and assessments payable in connection with the ownership, operation and management of the Property, Borrower shall serve deposit with Lender's servicer, ShoptawJamex, Xxx., or such other servicer as Purchaser's Purchase Consideration holdback for purposes Lender may designate in writing to Borrower ("Shoptaw") on the tenth (10th) day of satisfying the State Codes. Within 30 days following the Closing, Seller will submit a written notice to each State pursuant and every month together with and in addition to the State Codes identified monthly payments required under the Note, a sum which, in Section A the reasonable estimation of Schedule 4.9 Lender, shall be equal to one-xxxxxxh (1/12) of said annual taxes and assessments related to the Property. Said deposit shall be held by Shoptaw free of any interest (unless required by law) and free of any liens or claims on the part of creditors of Borrower and as a part of the security of Lender, and shall send Purchaser a copy be used to pay current taxes and assessments on the Property as the same accrue and are payable. Such deposits shall not be, nor be deemed to be, trust funds but may be commingled with the general funds of Shoptaw. If said deposits are insufficient to pay the taxes and assessments in full as and when the same become payable, Borrower will deposit with Shoptaw within ten (10) days after notice from Lender of said deficiency, such additional sum or sums as may be required in order for Lender to pay such taxes and assessments in full. Upon any default under the Note or the Security Deed, which default extends beyond any applicable grace or cure period, Lender may, at its option, apply any money in the fund resulting from said deposit to the payment of the indebtedness under the Note in such manner as it may elect. The collection of such written notice) pursuant to the applicable State Code requesting, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated deposits by the applicable State Code to the effect that Purchaser Lender shall have no successor liability for not relieve Borrower of any of Seller's tax the obligations relating to such State Code (each a "No Tax Due Letter"). Also within 30 days of Borrower under the provisions of the Closing, Purchaser Security Deed; and under no circumstances shall submit a written notice Lender be liable for failure to each State pursuant to the State Codes identified in Section B make any payment on behalf of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such No Tax Due LetterBorrower, including, without limitation, making Sellerpayments of taxes and assessments. Simultaneously with the execution of this Third Amendment, Borrower has delivered to Lendxx xxx xum of $-0- as a partial payment under this Section 7. Said amount, together with Borrower's records available for audit upon the request initial monthly escxxx xxxxents of any applicable State$3,411.12 shall be used to pay such taxes and assessments when due. Upon receipt of The escrow provisions relative to taxes and assessments set forth in this Section 7 shall be a No Tax Due Letter from separate escrow arrangement, and shall not be considered a State, Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion part of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied with the requirements above and has used commercially reasonable efforts to obtain the related No Tax Due Letter), if any State pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction Documents, the parties agree that Purchaser may apply the provisions of Article VI with respect to such claim. Provided Purchaser has complied with the terms of this Agreement and held by Escrow Agent under the Escrow Agreement, Seller's sole recourse for the amount so paid to any State by Purchaser or the Escrow Agent shall be against the applicable State and not against Purchaser or Escrow Agent. If Purchaser has not received a No Tax Due Letter from any particular State by the end of the 12th month following the Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such letter as soon as practicable, and if Seller does not cooperate as reasonably requested by Purchaser then Purchaser may take such steps as may be reasonable under the circumstances in order to obtain such No Tax Due Letter on or before the end of the 23rd month following the Closing Date. The provisions of this Section shall survive the Closing.

Tax Escrow. The parties acknowledge Purchaser may have an obligation to withhold a portion of the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions of state law described on Schedule 4.9 to this Agreement (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "State Codes"). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's Purchase Consideration holdback for purposes of satisfying the State Codes. Within 30 days following the Closing, Seller will submit a written notice to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code (each a "No Tax Due Letter"). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such 29 <PAGE> No Tax Due Letter, including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied with the requirements above and has used commercially reasonable efforts to obtain the related No Tax Due Letter), if any State pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction Documents, the parties agree that Purchaser may apply the provisions of Article VI with respect to such claim. Provided Purchaser has complied with the terms of this Agreement and the Escrow Agreement, Seller's sole recourse for the amount so paid to any State by Purchaser or the Escrow Agent shall be against the applicable State and not against Purchaser or Escrow Agent. If Purchaser has not received a No Tax Due Letter from any particular State by the end of the 12th month following the Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such letter as soon as practicable, and if Seller does not cooperate as reasonably requested by Purchaser then Purchaser may take such steps as may be reasonable under the circumstances in order to obtain such No Tax Due Letter on or before the end of the 23rd month following the Closing Date. The provisions of this Section shall survive the Closing.. Section 4.10

Tax Escrow. The parties acknowledge Purchaser may have an Purchaser's obligation to withhold a portion of the Purchase Consideration Price pursuant to the purchase price holdback requirements of those provisions Sections 5739.14, 5747.06 and 5747.07 of state law described on Schedule 4.9 to this Agreement the Ohio Revised Code (each state identified on such schedule a "State" and collectively, the "States" Ohio Tax Code Provisions") and each such provision pursuant to the requirements of state law a "State Code" and collectively, Section 139.670 of the Kentucky Revised Statutes (the "State CodesKentucky Tax Code Provisions"). The Escrow Funds being held pursuant to the Escrow Agreement shall serve as Purchaser's Purchase Consideration Price holdback for purposes of satisfying the State CodesOhio Tax Code Provisions and the Kentucky Tax Code Provisions (collectively, the "Tax Holdback Provisions"). Within 30 days following the Closing, After Purchaser (i) receives from Seller will submit a written notice to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of a letter, certificate or any other reasonable documentation issued by the Ohio Tax Commissioner or such written noticeother applicable governing body (collectively, the "Commissioner") pursuant that is sufficient to evidence that (a) Seller has paid all taxes described in the applicable State Ohio Tax Code requestingProvisions which accrued in connection with the Business through the Closing Date, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that (b) Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code taxes and will not be held personally liable for such taxes (each a "Ohio No Tax Due Letter"). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 and (and shall send ii) receives from Seller a copy of a letter, certificate or any other reasonable documentation issued by the Kentucky Revenue Cabinet or such written noticeother applicable governing body (collectively, the "Cabinet") pursuant that is sufficient to evidence that (a) Seller has paid all taxes described in the applicable State Kentucky Tax Code requestingProvisions which accrued in connection with the Business through the Closing Date, and thereafter (b) Purchaser shall have no successor liability for such taxes and will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to not be held personally liable for such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such taxes ("Kentucky No Tax Due Letter"), including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, then Purchaser shall no longer be entitled to cause the Escrow Agent to release any portion of the Escrow Funds for purposes of paying the tax that is the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received (provided, in the case of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied complying with the requirements above and has used commercially reasonable efforts to obtain Tax Holdback Provisions. If, however, either the related No Tax Due Letter), if any State Commissioner or the Cabinet pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction DocumentsSeller, the parties agree that Purchaser may apply cause the provisions Escrow Agent to disburse directly to the Commissioner or the Cabinet, as the case may be, such portion of Article VI with respect to such claim. Provided Purchaser has complied with the terms of this Agreement and Escrow Funds, in the manner contemplated in the Escrow Agreement, as may be necessary to satisfy such claim. Seller's sole recourse for the amount so paid to any State either the Commissioner or the Cabinet by Purchaser or the Escrow Agent shall be against the applicable State and the applicable State department of revenue (either the Commissioner or the Cabinet, as applicable) and not against Purchaser or Escrow Agent. If Purchaser has not received a Immediately following the Closing Date, Seller will diligently, continuously and in good faith pursue the receipt of (i) the Ohio No Tax Due Letter from any particular State by the end of the 12th month following the Closing Date, Purchaser and Seller shall reasonably cooperate to obtain such letter as soon as practicableCommissioner, and if Seller does not cooperate as reasonably requested by Purchaser then Purchaser may take such steps as may be reasonable under (ii) the circumstances in order to obtain such Kentucky No Tax Due Letter on or before from the end of the 23rd month following the Closing DateCabinet. The provisions of this This Section 4.13 shall survive the Closing.

Tax Escrow. The parties acknowledge Purchaser may have an obligation amount in cash equal to withhold a portion of $2,000,000.00 (the Purchase Consideration pursuant to the purchase price holdback requirements of those provisions of state law described on Schedule 4.9 to this Agreement (each state identified on such schedule a "State" and collectively, the "States" and each such provision of state law a "State Code" and collectively, the "State Codes"“Tax Escrow Amount”). The Tax Escrow Funds being held Amount shall be available to Buyer solely to satisfy any Seller indemnification obligations pursuant to and in accordance with the provisions of Article VIII applicable to (i) the Tax representations set forth in Section 3.9 with respect to state and local tax compliance, (ii) the disclosures in the second paragraph of Schedule 3.8 , and (iii) any Seller obligations under Section 7.7(e) or (g). For purposes of distribution of the Tax Escrow Amount, Seller shall submit to Buyer, not more frequently than once per month, a draft Disbursement Request (as defined in the Escrow Agreement). As long as the draft Disbursement Request is accompanied by reasonable documentation supporting the basis for the disbursement (including basis for amount(s) and payee(s)) and sufficient funds for the disbursement remain in the Tax Escrow, Buyer shall agree to the Disbursement Request and it shall be submitted to the Escrow Agreement shall serve as Purchaser's Purchase Consideration holdback for purposes of satisfying the State CodesAgent. Within 30 days following the Closing, Seller will submit a written notice Buyer hereby agrees not make to each State pursuant to the State Codes identified in Section A of Schedule 4.9 (and shall send Purchaser a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Seller will use commercially reasonable efforts to obtain, such response contemplated by the applicable State Code to the effect that Purchaser shall have no successor liability for any of Seller's tax obligations relating to such State Code (each a "No Tax Due Letter"). Also within 30 days of the Closing, Purchaser shall submit a written notice to each State pursuant to the State Codes identified in Section B of Schedule 4.9 (and shall send Seller a copy of such written notice) pursuant to the applicable State Code requesting, and thereafter Purchaser will use commercially reasonable efforts to obtain, a No Tax Due Letter with respect to such State Code. Seller shall reasonably cooperate with Purchaser's efforts to obtain any such No Tax Due Letter, including, without limitation, making Seller's records available for audit upon the request of any applicable State. Upon receipt of a No Tax Due Letter from a State, Purchaser shall no longer be entitled to cause claim under the Escrow Agent to release Agreement for any portion of the Tax Escrow Funds Amount for purposes any claim other than those described in this Section 7.11(b) and shall take all actions required or reasonably requested by Seller, including a joint instruction with respect thereto, for the release of paying any remaining Tax Escrow Amount (not then subject to claims contemplated by this Section 7.11(b)) upon the tax that is expiration of the subject of such No Tax Due Letter. With respect to any tax for which a No Tax Due Letter has not been received Escrow Period (provided, as defined in the case Escrow Agreement) notwithstanding the pendency or amount of those State Codes identified in Section B of Schedule 4.9, that Purchaser has complied with the requirements above and has used commercially reasonable efforts to obtain the related No Tax Due Letter), if any State pursues a claim against Purchaser for unpaid taxes of Seller for which Purchaser is not obligated pursuant to the Transaction Documents, the parties agree that Purchaser may apply the provisions of Article VI with respect to such claimthe matters described in Section 7.11(a). Provided Purchaser has complied with the terms of this Agreement and Buyer hereby agrees not to make any claim under the Escrow Agreement, Seller's sole recourse Agreement for the amount so paid to any State by Purchaser or the Escrow Agent shall be against the applicable State and not against Purchaser or Escrow Agent. If Purchaser has not received a No Tax Due Letter from any particular State by the end portion of the 12th month following the Closing Date, Purchaser Indemnity Escrow Amount for any claim other than those described in Section 7.11(a) and Seller shall reasonably cooperate to obtain such letter as soon as practicable, and if Seller does not cooperate as take all actions required or reasonably requested by Purchaser Seller, including a joint instruction with respect thereto, for the release of any remaining Indemnity Escrow Amount (not then Purchaser may take such steps as may be reasonable under subject to claims contemplated by Section 7.11(a)) upon the circumstances in order to obtain such No Tax Due Letter on or before the end expiration of the 23rd month following Escrow Period notwithstanding the Closing Date. The provisions pendency or amount of any claim with respect to the matters described in this Section shall survive the Closing7.11(b).