Sales Tax Escrow. Pursuant to Section 212.10, Florida ---------------- Statutes (2003), the parties agree to establish a sales tax escrow at Closing sufficient to pay any reasonably anticipated sales tax due from Seller to the State of Florida for the operation of Seller's rental business on the Real Properly (the "Sales Tax Escrow"). The amount of the Sales Tax Escrow will be established by mutual agreement of the parties based upon a fair estimate of the sales tax owed by Seller as of the Closing Date. The Sales Tax Escrow will be held by Escrow Agent. Within fifteen (15) days following the Closing, Seller shall prepare a final return of all remaining sales tax due, and shall deliver the return to Escrow Agent with instructions to file the return and pay the tax due thereon from the Sales Tax Escrow to the Florida Department of Revenue (the "Department"). In the event the Sales Tax Escrow is insufficient to pay the full amount due and owing to the Department, Seller shall immediately remit to Escrow Agent the additional funds necessary to pay the sales tax in full. In the event Seller fails to immediately deliver such additional funds, Buyer may deliver the additional funds to Escrow Agent to assure full payment of Seller's tax liability, in which case Seller shall be deemed in breach of this Agreement. Neither party shall request an audit by the Department of Seller's books and records for purposes of determining any remaining sales tax liability of Seller. However, within ninety (90) days following the Closing Date, Seller shall deliver to Buyer a sales tax audit performed by a licensed independent contractor for the Department (the "Audit"), provided the results of such Audit are not given to the Department. Seller will be responsible for the full cost of the Audit. In the event the Audit shows any additional tax due, Seller shall promptly remit such additional tax to the Department. In the event the Sales Tax Escrow exceeds the final tax owed to the Department, Escrow Agent will disburse the excess to Seller promptly. The provisions of this Paragraph shall expressly survive Closing.
Sales Tax Escrow. (i) All sales and use taxes assessed to Poly- Cell, whether before or after the Closing Date, shall be the responsibility of Poly-Cell. The sum of $20,000 shall be tendered by Polypride from out of the Purchase Price to Xxxxxx Xxxxxx, L.L.P. as the escrow agent, on the Closing Date (the "Sales Tax Escrow"). This sum shall be held by Xxxxxx Xxxxxx, L.L.P., as escrow agent of the Sales Tax Escrow, to cover the amount of any sales taxes, damages and interest due on the Closing Date from Poly-Cell to the Mississippi State Tax Commission pursuant to Sections 27-65-1 et. seq. of the Mississippi Code of 1972, as amended. This sum shall be held by Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, until such time as Poly-Cell delivers a certificate, acceptable to Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, from the Mississippi State Tax Commission indicating that there are not sales taxes, damages or interest due from Poly-Cell. Upon the receipt of an acceptable certificate, Xxxxxx Xxxxxx, L.L.P., as the escrow agent of the Sales Tax Escrow, shall transfer the balance held in the Sales Tax Escrow to Poly-Cell.
Sales Tax Escrow. For a period of four months following the Closing Date, Buyer shall cause to be paid out of the funds held in the Tax Escrow Account those certain sales tax amounts then due and payable by Sellers which sales taxes relate directly to the sale or license of products and services of the Business and which are identified in Schedule 2.09 (the amount set forth in Schedule 2.09, as reduced by payment, abatement, settlement or otherwise prior to Closing, is referred to herein as the “Accrued Sales Tax Amount”). In no event shall the aggregate amount paid or payable from the Tax Escrow Amount under this Section 2.09 exceed the Accrued Sales Tax Amount. Payments under this Section 2.09 shall be made directly to the applicable state taxing authorities on behalf of Sellers. Buyer’s obligation to remit any such payments from the Tax Escrow Account shall be subject to Buyer’s prior receipt of written notice from Sellers identifying the exact amount of tax due, the name of the appropriate taxing authority, a statement as to the basis for such tax and its relation to the Business, and such other information as necessary to remit payment to the taxing authority. Sellers shall present to Buyer evidence of such tax obligation upon request, which evidence shall be reasonably satisfactory to Buyer. On the four month anniversary of the Closing Date, all amounts remaining in the Tax Escrow Account shall be released to Buyer. The parties hereto acknowledge and agree that (i) the Tax Escrow Account shall at all times remain the property and asset of Buyer, (ii) Sellers have no right, title or interest in or to the Tax Escrow Account and the funds therein, and (iii) Buyer is not, under this Section 2.09 or otherwise, assuming any tax obligations or tax liabilities of Sellers or any of their Affiliates.
Sales Tax Escrow. Seller and/or the Acquired Entity will, prior to the Closing, reach a binding agreement with the State of California Board of Equalization under which Seller will pay for all liability for sales and use tax due to sale-leaseback transactions entered into between 1998 and 2001 and the Acquired Entity will be released from any claims for said tax liability. Seller and/or the Acquired Entity will, at least three (3) Business Days prior to the Closing, provide Schwarzkopf with adequate documentation that demonstrates that such a binding agreement ("Novation Agreement") has been reached; if no such resolution is possible by the Closing Date, Schwarzkopf shall deduct the amount in dispute ("Sales Tax Escrow Amount") from the purchase price to be paid at Closing and the amount so deducted will be added to the Escrow Fund to be held pending the resolution of such claim or the execution of a Novation Agreement and the Escrow Fund as a whole will be dealt with as provided for in Sections 1.5 and 1.6 of this Agreement and as provided for immediately below. Upon execution of a Novation Agreement, the Sales Tax Escrow Amount shall be released from escrow and paid over to the Seller. If a Novation Agreement is not executed and instead the claim is resolved, then upon resolution of such claim, the amount required to be paid to the State of California Board of Equalization shall be paid out of the Escrow Fund and the balance of the Sales Tax Escrow Amount, if any, shall be paid to the Seller. Conversely, if the amount required to be paid to the State of California Board of Equalization exceeds the Sales Tax Escrow Amount, Seller will pay the deficit to the State of California Board of Equalization in compliance with said Board's payment deadline.
