Certificate of No Tax Due Sample Clauses

Certificate of No Tax Due. On or before ninety days after the Closing Date, the Shareholders shall deliver to Buyer its Texas Certificate of No Tax Due, which will show no franchise or state sales and use tax due in respect of the Company as of the Closing Date.
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Certificate of No Tax Due. Within thirty (30) days following the Closing date, Seller shall obtain from the Comptroller or Treasurer of California, Arizona, Utah and Delaware and deliver to Purchaser a "Certificate of No Tax Due" issued by such Comptrollers and/or Treasurers stating that Seller has no outstanding state tax liabilities or obligations as of the Closing date.
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Certificate of No Tax Due. Any necessary certificate of no Taxes due or similar certificate from any Tax authority shall have been delivered to Insituform.
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Certificate of No Tax Due. Each Seller shall use commercially reasonable efforts to obtain from the Office of the Comptroller for the State of Texas a Certificate of No Tax Due with respect to such Seller, evidencing compliance with sales and use tax obligations, on or prior to the Closing Date. Sellers shall promptly provide to Purchaser each certificate as and when such certificate is received by any Seller.
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Certificate of No Tax Due. Within thirty (30) days following the Closing date, the Company shall obtain from the Texas Comptroller and deliver to Purchaser a "Certificate of No Tax Due" issued by the Texas Comptroller stating that the Company has no outstanding state tax liabilities or obligations as of the Closing date.
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Certificate of No Tax Due. 23 ASSET PURCHASE AGREEMENT EXECUTION COPY EXHIBITS AND SCHEDULES ---------------------- Exhibit A Nonsolicitation Agreement Exhibit B Transitional Services Agreement Exhibit C Note Exhibit D Bill of Sale and Assignment Exhibit E Assignment and Assumxxxxn Agreement Exhibit F Ardmore Lease Agreement Exhibit G Security Agreement Schedule 1.1 Equipment Schedule 1.2 Inventory Schedule 1.3 Receivables Schedule 1.5 Outstanding Customer Purchase Orders Schedule 1.6 Other Assets Schedule 1.7 Assumed Contracts Exhibit 2.7 SOFTECH Leases Schedule 3.1(a) Trade Accounts Payable Schedule 3.1(b) Other Accrued Payables Schedule 3.1(c) Outstanding Supplier Purchase Orders Schedule 3.1(g) Other Leases Schedule 8.2(a)(iii) Permitted Liens Schedule 9.3(a) Existing Agreements Schedule 9.3(b) Other Approvals Schedule 9.5 Financial Statements Schedule 9.7 Conduct of Business Schedule 9.10 Contracts and Commitments Schedule 9.11 Title to Purchased Assets; Liens Schedule 9.15 Brokers Schedule 9.16 Intellectual Property ASSET PURCHASE AGREEMENT EXECUTION COPY ASSET PURCHASE AGREEMENT THIS AGREEMENT (the "Agreement") is made on November 6, 2001, between LANDRETH METAL FORMING, INC., a Texas corporation (the "Seller"), INDXXXXXXX HOLDINGS, INC., a Texas corporation ("IHI") (the Seller and IHI sometimes collectively referred to herein as the "Seller Parties"), and LANDRETH FASTENER CORPORATION, a Texas corporation (the "Buyer").
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Certificate of No Tax Due. Seller ordered on November 2, 2001, a Certificate of No Tax Due (under Section 111.020 of the Texas Tax Code) from the Comptroller of Public Accounts of the State of Texas with respect to each Tax under Title 2 of the Texas Tax Code with respect to which Seller is or has been liable or filed Tax returns (including, but not limited to, Texas franchise Taxes and Texas sales and use Taxes). Seller covenants to deliver such Certificate of No Tax due to Buyer as promptly as practicable after receipt of such certificate.
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Certificate of No Tax Due. Within three (3) business days after Purchaser has delivered the Initial Deposit to the Title Company Seller agrees to request from the Texas Comptroller of Public Accounts a Certificate of No Tax Due with respect to Seller. If Seller receives the same prior to Closing, Seller shall deliver a copy thereof to Purchaser. If the Certificate of No Tax Due with respect to Seller has not been issued on or before the Closing Date, then Seller shall deliver same to Purchaser as soon thereafter as received by Seller. Seller agrees to promptly pay all amounts to the Texas Comptroller of Public Accounts as may be necessary for the issuance of a Certificate of No Tax Due with respect to Seller. The obligations set forth in this Section 9.18 shall survive Closing.
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Certificate of No Tax Due. [Intentionally Omitted]
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Related to Certificate of No Tax Due

  • Certificate of No Default A certificate signed by an appropriate officer of Borrower to the effect that: (A) no Event of Default or Unmatured Event of Default has occurred and is continuing or will result from the making of the first Loan; and (B) the representations and warranties of Borrower contained herein are true and correct as at the date of the first Loan as though made on that date.

  • Certificate of Non-Foreign Status Section 1445 of the Internal Revenue Code of 1986, as amended (the “Code”), provides that under specified circumstances, a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. For United States tax purposes (including Section 1445), the owner of a disregarded entity (which has legal title to a United States real property interest under local law) will be the transferor of the real property interest and not the disregarded entity. To inform (the “Transferee”), that withholding of tax is not required upon the disposition of a United States real property interest by (the “Transferor”), the undersigned hereby certifies the following:

  • Certificate of Adjustment Whenever the Purchase Price is adjusted, as herein provided, the Company shall promptly deliver to the Holder a certificate of the Company’s chief financial officer setting forth the Purchase Price after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

  • Tax Certificate The Company shall have delivered to Parent a properly executed Foreign Investment and Real Property Tax Act of 1980 notification letter which states that the Shares do not constitute “United States real property interests” under Section 897(c) of the Code for purposes of satisfying Parent’s obligations under Treasury Regulation Section 1.1445-2(c)(3), and a form of notice to the IRS prepared in accordance with the requirements of Treasury Regulation Section 1.897-2(h)(2), each in substantially the form of Exhibit B hereto.

  • Certificate of Adjustments Upon each adjustment of the Exercise Price and/or Exercise Shares, the Company shall promptly notify the Holder in writing and furnish the Holder with a certificate of its Chief Financial Officer setting forth such adjustment and the facts upon which such adjustment is based.

  • Closing Certificate; Certified Certificate of Incorporation; Good Standing Certificates The Administrative Agent shall have received (i) a certificate of each Loan Party, dated the Closing Date, substantially in the form of Exhibit C, with appropriate insertions and attachments, including the certificate of incorporation of each Loan Party that is a corporation certified by the relevant authority of the jurisdiction of organization of such Loan Party, and (ii) a long form good standing certificate for each Loan Party from its jurisdiction of organization.

  • Certificate of Merger or Certificate of Conversion Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion or other filing, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware or the appropriate filing office of any other jurisdiction, as applicable, in conformity with the requirements of the Delaware Act or other applicable law.

  • FORM OF U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Reference is hereby made to that certain Receivables Financing Agreement, dated as of April 28, 2017 among BrightView Funding LLC (the “Borrower”), BrightView Landscapes, LLC, as Servicer (the “Servicer”), the Lenders party thereto, the LC Participants party thereto, PNC Bank, National Association, as Administrative Agent (in such capacity, the “Administrative Agent”) and as the LC Bank, and PNC Capital Markets LLC, as Structuring Agent (as amended, supplemented or otherwise modified from time to time, the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Agreement. Pursuant to the provisions of Section 5.03(f) of the Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C) of the Code. The undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments. [NAME OF LENDER] By: Name: Title: Date: ________ __, 20[ ]

  • Reliance on Judicial Order or Certificate of Liquidating Agent Subject to Section 15.01, upon any payment or distribution of assets of the Company referred to in this Article XV, the Trustee and the Holders of the Securities shall be entitled to conclusively rely upon any order or decree entered by any court of competent jurisdiction in which such insolvency, bankruptcy, receivership, liquidation, reorganization, dissolution, winding up or similar case or proceeding is pending, or a certificate of the trustee in bankruptcy, liquidating trustee, custodian, receiver, assignee for the benefit of creditors, agent or other person making such payment or distribution, delivered to the Trustee or to the Holders of Securities, for the purpose of ascertaining the Persons entitled to participate in such payment or distribution, the holders of Senior Indebtedness and other indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article XV.

  • Certification of Non-Foreign Status Each Limited Partner or transferee of an Interest or a portion of an Interest from a Limited Partner who or that is admitted to the Partnership in accordance with this Agreement will certify, upon admission to the Partnership and at any other time as the General Partner may request, whether the Limited Partner or transferee is a “United States Person” within the meaning of the Code on forms to be provided by the Partnership, and will notify the Partnership within 30 days of any change in the status of the Limited Partner or transferee. Any Limited Partner or transferee who or that fails to provide certification when requested to do so by the General Partner may be treated as a non-United States Person for purposes of U.S. Federal tax withholding.

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