Examples of Clearance Certificates in a sentence
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.
The Seller shall indemnify, defend and hold the Buyer harmless from and against (x) any and all amounts which may be required to be paid to obtain all Tax Clearance Certificates and (y) any claims or other liabilities arising out of the Seller’s failure to obtain all such Tax Clearance Certificates, each to the extent due with respect to the operation of the Hotel prior to the Closing.
Seller shall provide Buyer with complete copies of such Tax Clearance Certificates when the same are received by Seller.
The Seller shall be liable for the payment of all amounts which may be required to be paid to obtain all Tax Clearance Certificates.
Marconi Canada shall provide the duplicate of such Clearance Certificate(s) to the Canadian Purchaser on the Closing Date.
Seller shall keep Buyer informed of its efforts to procure the Tax Clearance Certificates and shall copy Buyer and all correspondence received from any Governmental Body with respect to the same.
The Contributor shall indemnify, defend and hold the Acquirer harmless from and against (a) any and all amounts which may be required to be paid to obtain all Tax Clearance Certificates and (b) any claims or other liabilities arising out of the Contributor’s failure to obtain all such Tax Clearance Certificates, each to the extent due with respect to the operation of the Properties prior to the Closing.
Such indemnity shall survive until: (1) the delivery of the Clearance Certificates, except to the extent any such Clearance Certificate reflect a potential tax liability, in which case Sellers shall pay such liability in full and such liability shall survive until paid in full, or (2) any claim made pursuant to this Section 8.2(i) has been fully satisfied.
The Contributor shall be liable for the payment of all amounts which may be required to be paid to obtain all Tax Clearance Certificates.
The Acquirer acknowledges and agrees that the delivery of the Tax Clearance Certificates by the Contributor pursuant to this Section or any matters disclosed therein shall not be a condition precedent to the obligation of the Acquirer to consummate the transactions pursuant to the terms of this Agreement.