TAX CLEARANCE LETTER Sample Clauses

TAX CLEARANCE LETTER. Prior to the Effective Time, MergerCo shall have prepared a Request For Tax Clearance Form and submitted such form to the Tax Clearance Unit of the Missouri Department of Revenue.
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TAX CLEARANCE LETTER. A tax clearance letter from the Department of Revenue of each state in which such Corporation does business, dated no earlier than January 15, 1997, stating that such Corporation has paid all franchise and other Taxes owed to such state;
TAX CLEARANCE LETTER. The Bank shall have received evidence to the effect that all taxes, assessments, and governmental charges lawfully levied and assessed against the Borrower have been fully satisfied.
TAX CLEARANCE LETTER. Within 10 days after the date of this Agreement, Xxxxxxxx shall submit a request for a tax clearance letter (“Tax Clearance Letter”) to the Maine Revenue Service ("MRS") for all Xxxxxxxx’ “trust fund taxes” (as defined in Me. Rev. Stat. Xxx. § 177(1)), including sales taxes, taxes imposed pursuant to the Special Fuel Tax Act, recycling assistance fees collected, and personal income tax withholding. The form of the request shall be subject to IntriCon’s prior review and comments. In the event that the MRS indicates that any amounts are payable, Buyer shall withhold from the Purchase Price and pay to the MRS at Closing any amount so indicated by the MRS.
TAX CLEARANCE LETTER. Xxxxxxxx shall have received and delivered to IntriCon the Tax Clearance Letter from the MRS indicating: (a) that no amounts are due and payable or (b) setting forth the amount that shall be withheld from the Purchase Price and paid to the MRS.
TAX CLEARANCE LETTER 

Related to TAX CLEARANCE LETTER

  • Negative Assurance Letter Xxxxxx Xxxxxx Xxxxxxxx LLP, special counsel to the Depositor and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

  • FINRA Clearance On or before the date of this Agreement, the Representative shall have received clearance from FINRA as to the amount of compensation allowable or payable to the Underwriters as described in the Registration Statement.

  • Tax Cooperation The Parties agree to use commercially reasonable efforts to cooperate with one another and use commercially reasonable efforts to avoid or reduce, to the extent permitted by Applicable Laws, Tax withholding or similar obligations in respect of royalties, milestone payments, and other payments made by the paying Party to the receiving Party under this Agreement (“Withholding Taxes”). If Withholding Taxes are imposed on any payment under this Agreement, the liability for such Withholding Taxes shall be the sole responsibility of the receiving Party, and the paying Party shall (i) deduct or withhold such Withholding Taxes from the payment made to the receiving Party, (ii) timely pay such Withholding Taxes to the proper taxing authority, and (iii) send proof of payment to the receiving Party within thirty (30) days following such payment. If and to the extent the paying Party failed to retain Withholding Taxes (e.g. because the Parties assumed that Withholding Taxes will not be imposed) or if Withholding Taxes are imposed on “deemed payments” the receiving Party shall reimburse the paying Party for any Withholding Tax obligation vis-à-vis the tax authorities. Each Party shall comply with (or provide the other Party with) any certification, identification or other reporting requirements that may be reasonably necessary in order for the paying Party to not withhold Withholding Taxes or to withhold Withholding Taxes at a reduced rate under an applicable bilateral income tax treaty. Each Party shall provide the other with commercially reasonable assistance to enable the recovery, as permitted by Applicable Laws, of Withholding Taxes or similar obligations resulting from payments made under this Agreement, such recovery to be for the benefit of the Party bearing the cost of such Withholding Taxes under this Section 16.5(d) (Tax Cooperation). Notwithstanding the foregoing, if as a result of any assignment or sublicense by the paying Party, any change in the paying Party’s tax residency, any change in the entity that originates the payment, or any failure on the part of the paying Party to comply with Applicable Laws with respect to Withholding Taxes (including filing or record retention requirements), Withholding Taxes are imposed that would not otherwise have been imposed (“Incremental Withholding Taxes”), then the paying Party shall be solely responsible for the amount of such Incremental Withholding Taxes and shall increase the amounts payable to the receiving Party so that the receiving Party receives a sum equal to the sum which it would have received had there been no such imposition of Incremental Withholding Taxes. If a Party makes a payment in accordance with the sentence above (gross-up) (“Tax Payment”) and

  • Company Counsel Opinions On the Closing Date and/or the Option Closing Date, the Representative shall have received

  • Opinion and Negative Assurance Letter of Counsel for the Company Xxxxxx & Xxxxxxx LLP, counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion and negative assurance letter, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • HSR Clearance All applicable waiting periods under the HSR Act shall have expired or been terminated.

  • Tax Notification The Plan is a plan to which Subdivision 83A-C of the Income Tax Assessment Xxx 0000 (Cth) applies (subject to conditions in the Act).

  • Opinion and Negative Assurance Letter of Counsel for the Underwriters The Representatives shall have received on and as of the Closing Date or the Additional Closing Date, as the case may be, an opinion and negative assurance letter of Xxxxxx LLP, counsel for the Underwriters, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters.

  • Opinion of Regulatory Counsel for the Company XxXxxxxxx Will & Xxxxx LLP, regulatory counsel for the Company, shall have furnished to the Representatives, at the request of the Company, their written opinion, dated the Closing Date or the Additional Closing Date, as the case may be, and addressed to the Underwriters, in form and substance reasonably satisfactory to the Representatives.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

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