Common use of Tax Clearance Certificates Clause in Contracts

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “"Tax Clearance Certificate”") could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerXxxxx, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in in, or obtain a statement of good standing from, the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall (and Owners shall cause Seller to) notify all each of the taxing authorities in the jurisdictions that impose Taxes on Seller any Group Company or where Seller any Group Company has a duty to file Tax Returns of the transactions Transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax Tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Sellerany such Group Company. If any taxing authority asserts that Seller any Group Company is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities Liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Purchase Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject Buyer or the Buyer Purchased Assets to any Taxes of such Seller. If any taxing authority asserts that any Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide prompt written evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller the Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller the Sellers or where any Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Sellerthe Sellers. If any taxing authority asserts that Seller is the Sellers are liable for any Tax, Seller the Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where any Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of SellerSellers. If any taxing authority asserts that a Seller is liable for any Tax, such Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of SellerSellers. If any taxing authority asserts that Seller is Sellers are liable for any TaxTax related to a Pre-Closing Tax Period, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerBuyer in writing, each Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on such Seller or where such Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of such Seller. If any taxing authority asserts that a Seller is liable for any Tax, such Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities Liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller with respect to the Business or where Seller has a duty to file Tax Returns of for the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts amounts, to the extent undisputed by Seller, and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerPurchaser, following the Closing, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer Purchaser to any Taxes of Seller. If any such taxing authority asserts that Seller is liable for any Tax, Seller shall either (a) promptly pay any and all such amounts and shall provide evidence to the Buyer Purchaser that such liabilities have been paid in full or otherwise satisfiedsatisfied or (b) contest the assertion that Seller is liable for such Tax.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, . Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities Liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller Buyer is liable for any Tax, Seller Buyer shall promptly pay any and all such amounts and shall provide evidence to the Buyer Seller that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested required by Buyerapplicable Law, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerPurchaser, each Seller shall notify all of the taxing authorities Taxing Authorities in the jurisdictions each jurisdiction that impose imposes Taxes on such Seller or where such Seller has a duty to file Tax Returns of reflecting the transactions contemplated by this Agreement Transactions in the form and or manner required by such taxing authoritiesTaxing Authorities, if the failure to make such notifications notification or receive any available tax Tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer Purchaser to any Taxes of such Seller. If any taxing authority Taxing Authority asserts that a Seller is liable for any Tax, Parent or such Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer Purchaser that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerAt Purchaser’s request, the Seller shall notify all of the taxing authorities in Taxing Authorities for the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns so requested by Purchaser of the transactions contemplated by this Agreement in the form and manner required by such taxing authoritiesTaxing Authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer Purchaser to any Taxes of the Seller. If If, in respect to any taxing authority application for Tax Clearance Certificates made pursuant to this Section 10.4, any Governmental Body asserts that the Seller is liable for any Tax, the Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer Purchaser that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “"Tax Clearance Certificate”") could subject the Buyer to any Taxes of SellerBloxbiz. If any taxing authority asserts that any Seller is liable for any Tax, such Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where a Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of a Seller. If any taxing authority asserts that a Seller is liable for any Tax, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of SellerSellers. If any taxing authority asserts that Seller is Sellers are liable for any Tax, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities Tax Authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authoritiesTax Authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority Tax Authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller with respect to the Business or where Seller has a duty to file Tax Returns of on the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by BuyerAt the Purchaser’s request, the Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns Taxing Authorities of the transactions contemplated by this Agreement in the form and manner required by such taxing authoritiesTaxing Authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer Purchaser to any Taxes of the Seller. If If, in respect to any taxing authority application for Tax Clearances made pursuant to this Section 9.4, any Governmental Entity asserts that the Seller is are liable for any Tax, the Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer Purchaser that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. (a) If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where a Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of a Seller. If any taxing authority asserts that any Seller is liable for any Tax, such Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where Seller has Sellers have a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (each a “Tax Clearance Certificate” and collectively, the “Tax Clearance Certificates”) could subject any member of the Buyer Group to any Taxes of SellerSellers. If any taxing authority asserts that Seller any of Sellers is liable for any Tax, Seller Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer Group that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay indemnify and hold harmless Buyer from any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If Regardless, if any taxing authority asserts that Seller (or Buyer, under the principles of successor liability) is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by the Buyer, Seller the Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller either Seller, or where either Seller has a duty to file Tax Returns Returns, of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Sellerthe Sellers. If any taxing authority asserts that Seller any of the Sellers is liable for any Tax, Seller the Sellers shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer Buyers to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer Buyers that such liabilities Liabilities have been paid in full or otherwise satisfied.

Tax Clearance Certificates. If requested by Buyer, Seller shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make such notifications or receive any available tax clearance certificate (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.