Clearance Certificates. The Charter School shall comply with O.C.G.A. § 20-2-211.1 which requires all teachers, school administrators, and other education personnel employed by a local unit of administration to hold a valid clearance certificate issued by the Georgia Professional Standards Commission (PSC).
Clearance Certificates. Sellers shall provide Buyer with a Tax 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 Certificates. To the extent required by Law and as reasonably requested by Purchaser as determined pursuant to its due diligence investigation, to relieve the Purchaser of any liability for unpaid sales or similar Taxes of the Company attributable to periods prior to the Closing Date, the Company shall, prior to the Closing Date, take all necessary action in order to obtain clearance certificates or similar documents from any applicable Tax authority and deliver such certificates and similar documentation to Purchaser at Closing.
Clearance Certificates. To the extent required by law to relieve Purchaser of any secondary Liability for unpaid sales or similar Taxes of Seller attributable to periods prior to the Closing Date, Seller shall, following execution of this Agreement, use reasonable efforts to obtain clearance certificates or similar documents from any state Tax authority.
Clearance Certificates. To the extent issued by such offices, Buyer shall have received certificates from the Franchise Tax Board and the Employment Development Department confirming the absence of any and all taxes, penalties, interest and/or other amounts due and owing by Seller to such governmental agency (or agencies) with respect to its operations prior to the Closing Date. Further, Buyer shall have received a certificate or other written confirmation from ADP or other financial institution or data payroll service dated as of the day immediately prior to the Closing Date to the effect that all withholding and payroll tax deposits required to have been made by Seller prior to the Closing Date have been timely made.
Clearance Certificates. If any Sonus Common Shares or other consideration is deducted or withheld from a Non-Resident Holder pursuant to Section 116 of the ITA as described in Section 9(a), Sonus or the Depositary, as the case may be, shall, subject to Section 9(a), remit such consideration to such Non-Resident Holder upon delivery by such Non-Resident Holder to Sonus or the Depositary, as the case may be, of a certificate of compliance (with a certificate limit not less than the fair market value of the aggregate consideration to be paid to such Non-Resident Holder for their OncoGenex Shares pursuant to the terms of the Arrangement) issued pursuant to section 116 of the ITA (a “Clearance Certificate”). If such Non-Resident Holder does not so deliver a Clearance Certificate and withholding payment is demanded by the CRA, Sonus will remit sufficient funds to the CRA to comply with this remittance requirement; provided that, if Sonus or the Depositary, as the case may be, is provided with a letter from the CRA advising that none of the amounts deducted or withheld in respect of such Non-Resident Holder are required to be remitted, Sonus or the Depositary, as the case may be, will continue to hold such amounts in accordance with that letter until a Clearance Certificate is provided or until the CRA requires the amounts to be remitted, whichever shall first occur. Subject to Section 9(a), to the extent that amounts are so deducted or Sonus Common Shares withheld, the corresponding amounts will be immediately due and payable to Sonus, provided that such amounts, are actually remitted upon demand to the CRA in accordance with this section.
Clearance Certificates. Prior to the Closing, the Company shall deliver to Parent a clearance certificate or similar document(s) which may be required by any Tax Authority to relieve Parent of (i) any obligation to withhold Taxes in connection with the transactions contemplated by this Agreement and (ii) any liability for Taxes (determined without regard to provisions of this Agreement assigning responsibility therefor) for which relief is available by reason of the filing of an appropriate certificate or other document.
Clearance Certificates. The Stockholders will on or before the Closing Date hereof provide Parent with any clearance certificates or similar documents that may be required by any Governmental Authority in order to relieve Parent of any obligation to withhold any portion of the Merger Consideration.
Clearance Certificates. All applicable clearance certificates pursuant to section 6 of the Retail Sales Tax Act (Ontario) shall have been obtained. If any of the conditions contained in this section 7.2 shall not be fulfilled or performed at or prior to the Time of Closing to the satisfaction of the Vendors (acting reasonably), the Vendors may, by notice to the Purchaser, terminate this Agreement and the obligations of the Vendors and the Purchaser under this Agreement. Any condition may be waived in whole or in part by the Vendors without prejudice to any claims it may have for breach of covenant, representation or warranty; provided that, notwithstanding anything in this section 7.2 or in the Support Agreement to the contrary, the Vendors shall be permitted to waive the condition in section 7.2.5 if, at or prior to the Time of Closing, the Vendors are in receipt of documentation satisfactory to them, each acting reasonably, that the Retail Sales Tax collectable or payable by the Vendors at the Time of Closing is not reasonably likely to exceed an aggregate amount of $60,000, it being acknowledged that the Purchaser shall be responsible for and shall pay such amount. For greater certainty, the Vendors acknowledge and agree that any waiver of section 7.2.5 pursuant to the foregoing shall not give the Vendors any right to claim that the Purchaser shall have breached any covenant, representation or warranty in connection with such condition or waiver by the Vendors thereof.
Clearance Certificates. The Vendors shall use best efforts to deliver, at or prior to the Time of Closing, all applicable clearance certificates pursuant to section 6 of the Retail Sales Tax Act (Ontario).
