State Tax Matters. Subscriber agrees that it shall be responsible for all sales, use, or other similar taxes imposed upon the purchase and sale of the Services (and any other transaction contemplated by this Agreement) by any governmental authority having jurisdiction over Subscriber, the Project, or Provider if any.
State Tax Matters. Each Seller shall retain for an appropriate period (or file with the appropriate Governmental Authorities if required by statute) any annual resale certificate or other exemption certificate provided to it by Buyer in connection with the purchase of the Assets and shall timely file all other exemption certificates or documents, if any, that are required to be filed by each Seller in connection with purchase of the Assets in order to minimize the Transfer Taxes required to be paid by Buyer.
State Tax Matters. The parties agree that (a) beginning with the tax year ending December 31, 1996 and ending with the tax period ending on or before the effective date of the Merger, all state tax returns of ASI shall be filed on a multistate apportionment basis, (b) amended state tax returns of ASI for Georgia for tax years ending December 31, 1994 and December 31, 1995 shall be filed allocating income to Georgia on a multistate apportionment basis, and (c) state tax returns for North Carolina (and any other state as determined in the sole discretion of the Company) shall be filed on a multistate apportionment basis for the tax year ending December 31, 1996 (and any other year or other period as determined in the sole discretion of the Company). The Company agrees to assume the defense of and shall have complete control of any audit of any state tax return or any other proceeding instituted by any state taxing authority with respect to income tax liability of ASI (or Antinori, if the same relates to the business operations of ASI). The Company agrees to indemnify and hold Antinori harmless from any tax liability and expenses relating to any audit or other proceeding instituted by any state taxing authority to the extent that such liability (i) exceeds Antinori's tax liability as reported on any tax return for such state, or (ii) relates to any state tax liability if no state tax return in respect of such liability was filed by ASI prior to January 31, 1997; PROVIDED, HOWEVER, that the Company shall have no liability to indemnify or hold Antinori harmless unless the tax liability relates to the business operations of ASI. Antinori will fully cooperate with the Company (i) in filing state tax returns and amendments thereto in a manner consistent with this Section 7 and (ii) in connection with any audit or other proceeding instituted by a state taxing authority. The foregoing indemnity shall not apply to the extent that ASI (and/or Xx. Xxxxxxxx, in respect of the business operations of ASI) has liability to Georgia for taxes in excess of taxes reported and paid to Georgia for tax years through and including December 31, 1995 and, for the tax year ended December 31, 1996, to the extent that such liability to Georgia for taxes is in excess of the amount of taxes that would have been reported and paid to Georgia if the applicable tax returns had not been prepared on a multistate apportionment basis.
State Tax Matters. (a) Each Shareholder hereby agrees to take all such actions as may be required by any state in which the Company does business to ensure recognition of the Company's S Corporation status for state tax purposes, including without limitation, (i) reporting, where required, the Election to the applicable state governmental authority; and (ii) the payment, where applicable, of state income taxes on each Shareholder's allocable pro rata share of the Company's income attributable to each such state.
