Tax Clearance Letter definition
Examples of Tax Clearance Letter in a sentence
If Sellers have not obtained a Tax Clearance Letter by Closing then Sellers shall use commercially reasonable efforts post-Closing to obtain the same.
The escrow monies will be held in escrow in a non-interest bearing account until the Division makes a final determination as to the amount of any State taxes owed by Sellers, and the escrow monies will be released in accordance with, and only upon receipt of, a Tax Clearance Letter from the Division.
If Sellers fail to obtain a Tax Clearance Letter by Closing, then Sellers shall indemnify, defend and hold Buyers harmless from and against any and all Losses, which may be incurred by Buyers in connection with Sellers’ obligations under this Section 8.2(h).
Such indemnity shall survive until (1) the delivery of a Tax Clearance Letter, except to the extent any such certificate reflects a potential tax liability, in which case Seller 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(h) has been fully satisfied.
Seller and the Indemnifying Shareholders shall prepare, submit and file, or cause to be prepared, submitted and filed, all applications for approvals and actions as may be required by applicable law with respect to the transactions contemplated by this Agreement (including but not limited to, a liquidation of Seller as may be required by the Tax Clearance Letter), and shall use its best efforts to obtain such approvals and accomplish such results as expeditiously as possible.
The provisions of this Section 4.13 shall survive Closing until such time as Purchaser receives a Tax Clearance Letter.
Such indemnity shall survive until (1) the delivery of a Tax Clearance Letter, except to the extent any such certificate reflects a potential tax liability, in which case Seller 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(j) has been fully satisfied.
Any remaining balance of funds in the Division Escrow shall be disbursed to Seller only after the Division has authorized the release of such funds in writing by issuing a Tax Clearance Letter.
The escrow monies will be held in escrow in a non-interest bearing account until the Division makes a final determination as to the amount of any State taxes owed by Seller, and the escrow monies will be released in accordance with, and only upon receipt of, a Tax Clearance Letter from the Division.
A Tax Clearance Letter and/or Tax Lien Waiver, if applicable, issued by the appropriate Department of Revenue or comparable agency of each state in which a Station or Assets are located.