Clearance Certificate. On or prior to the Closing Date, Seller will provide Buyer, at Buyer's request, with all clearance certificates or similar documents that may be required by any Taxing Authority (including, without limitation, those required with respect to Kansas sales and income taxes) in order to relieve Buyer of any obligation to withhold or escrow any portion of the Purchase Price.
Clearance Certificate. The contract employee shall be paid his retirement benefits upon completion of his assignment under this agreement upon production of a clearance certificate from the Royal Audit Authority and the employing Agency concerned.
Clearance Certificate. Each of Adenyo, Adenyo Telecom, Adenyo International, Adenyo Subsidiary, BrainTrain and Generation 5 shall obtain and provide to Canadian Buyer on the Effective Date, or as soon as is reasonably possible thereafter, a certificate (a “Clearance Certificate”) pursuant to section 6 of the Retail Sales Tax Act (Ontario) or similar legislation in those jurisdictions in which the Adenyo Purchased Assets are located, indicating that each Adenyo Company has paid all provincial sales taxes collectable or payable by such Adenyo Company up to the Effective Time or has entered into satisfactory arrangements for the payment of such taxes. Notwithstanding anything to the contrary in this Agreement, until such time as the appropriate Clearance Certificate(s) have been provided to Canadian Buyer, Adenyo agrees to indemnify and hold harmless Canadian Buyer, its officers, directors, employees and controlling persons for any provincial sales tax, penalties and interest payable or assessed against Canadian Buyer, directly or indirectly, by reason of, or in the event of, any non-compliance with Section 6 of the Retail Sales Tax Act (Ontario) or similar legislation in those jurisdictions in which the Adenyo Purchased Assets are located
Clearance Certificate. As a condition precedent to the consummation of the transactions contemplated by this Agreement, Shareholder shall provide Purchaser with a clearance certificate or similar document(s) that may be required by any state taxing authority in order to relieve Purchaser of any obligation to withhold any portion of the Purchase Price.
Clearance Certificate. 35 5.9.2 Affidavit....................................35 5.9.3 Payment of Pre-Closing Taxes by Seller.......35 5.9.4 Payment of Post-Closing Taxes by Buyer.......35 Section 5.10
Clearance Certificate. On or prior to the Closing Date, Sellers shall use commercially reasonable efforts to provide Buyer, at Buyer's request, with all clearance certificates or similar documents that may be required by any state, local or other taxing authority in order to relieve Buyer of any obligation to withhold or escrow any portion of the Purchase Price.
Clearance Certificate. Each of Seller and Canadian Subsidiary covenants that it will use commercially reasonable efforts to comply with section 6 of the Retail Sales Tax Act (Ontario) and to deliver a duplicate copy of the certificate issued under section 6 of Retail Sales Tax Act (Ontario) to Purchaser as soon as reasonably practicable. The Canadian Subsidiary undertakes that it will make said application to the Ontario Minister of Finance within 10 business days of the execution of this Agreement.
Clearance Certificate. FBWP shall provide CCBG with a clearance certificate or similar document(s) which may be required by any state taxing authority in order to relieve CCBG of any obligation to withhold any portion of the consideration under this Agreement.
Clearance Certificate. As a condition precedent to the consummation of the transactions contemplated by this Agreement, Seller shall provide Buyer with a clearance certificate or similar document(s) which may be required by any state taxing authority in order to relieve Buyer of any obligation to withhold any portion of the Purchase Price.
Clearance Certificate. A "tax clearance certificate" from the appropriate regulatory agencies in Washington and each other state in which Seller is qualified to do business stating that all sales and use taxes have been paid through a date no earlier than thirty (30) days prior to the Closing.
