Common use of Tax Clearance Certificates Clause in Contracts

Tax Clearance Certificates. The Seller Parties shall notify all taxing authorities in the jurisdictions that impose Taxes on Seller or where any such Seller has an obligation 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 would subject Buyer to any Taxes of Seller. If any taxing authority asserts that a Seller is liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to Buyer that such Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Andina Gold Corp.)

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Tax Clearance Certificates. The Seller Parties Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where any such Seller has an obligation 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 would (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of SellerSellers. If any taxing authority asserts that a Seller is Sellers are liable for any Tax, the Seller Parties Sellers 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Gulf Island Fabrication Inc)

Tax Clearance Certificates. The Seller Parties Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where any such Seller Sellers has an obligation 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 would could subject the Buyer Parties to any Taxes of SellerSellers. If any taxing authority asserts that a Seller is the Sellers are liable for any Tax, the Seller Parties 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Arcadia Biosciences, Inc.)

Tax Clearance Certificates. The Seller Parties shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where any such Seller has an obligation 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 would (a “Tax Clearance Certificate”) could subject Buyer the Purchaser to any Taxes of Seller. If any taxing authority asserts that a Seller is liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to Buyer the Purchaser that such Liabilities liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Contribution and Sale Agreement (Powersecure International, Inc.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Timmins Gold Corp.)

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

Appears in 1 contract

Samples: Asset Purchase Agreement (Northwest Bancshares, Inc.)

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Tax Clearance Certificates. The Seller Parties Sellers shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller Sellers or where any such Seller has an obligation 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 would (a "Tax Clearance Certificate") could subject the Buyer to any Taxes of SellerSellers. If any taxing authority asserts that a Seller is Sellers are liable for any Tax, the Seller Parties Sellers 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (General Finance CORP)

Tax Clearance Certificates. The Seller Parties shall notify all taxing authorities of the Tax Authorities in the jurisdictions that impose Taxes on Seller or where any such Seller has an obligation 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 Tax clearance certificate would could subject Buyer Purchaser to any Taxes of Seller. If any taxing authority Tax Authority asserts that a Seller is liable for any Tax, the Seller Parties shall promptly pay any and all such amounts and shall provide evidence to Buyer Purchaser that such Liabilities have been paid in full or otherwise satisfied.

Appears in 1 contract

Samples: Asset Purchase Agreement (Elutia Inc.)

Tax Clearance Certificates. The If requested by Buyer, Seller Parties shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where any such Seller has an obligation 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 would (a “Tax Clearance Certificate”) could subject the Buyer to any Taxes of Seller. If any taxing authority asserts that a Seller is liable for any Tax, the Seller Parties 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.

Appears in 1 contract

Samples: Asset Purchase Agreement (Foster L B Co)

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