Certain Tax Sharing Agreements Sample Clauses

Certain Tax Sharing Agreements. As of the Closing, all agreements with respect to the sharing or allocation of, or indemnification for, Taxes or similar contract or arrangement, whether written or unwritten (“Tax Sharing Agreements”), to which the Company or any of the Company Subsidiaries is a party to or the subject of shall be terminated and, after the Closing, none of the Company or any of the Company Subsidiaries shall have further rights or obligations under such Tax Sharing Agreements.
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Certain Tax Sharing Agreements. (i) The Company shall cooperate, and shall procure the cooperation of any relevant Seller or Affiliate of any Seller (other than a Sold Company or Sold Subsidiary), with the Buyer and any Sold Company or Sold Subsidiary which at any time before Closing was a member of a group payment arrangement made pursuant to section 59F of the U.K.’s Taxes Management Act 1970 (“GPA”) in relation to any liabilities or obligations of any such Sold Company or Sold Subsidiary under any such GPA (including, for the avoidance of doubt, liabilities to corporation tax which are a primary liability of any relevant Seller or Affiliate of any Seller). Without prejudice to the generality of the foregoing, the Company shall (1) procure that there is made available, in a timely fashion and at the Company’s cost, all such information relating to the pre-Closing Tax affairs of any Seller or Affiliate of any Seller (other than a Sold Company or Sold Subsidiary) which was at any time a member of such a GPA and which is reasonably requested by the Buyer, and (2) procure that any such Seller or Affiliate shall make such payments to the relevant Sold Company or Sold Subsidiary as are necessary to settle any liabilities that the relevant Sold Company or Sold Subsidiary may have in respect of the Tax of such Seller or Affiliate under the GPA. (ii) To the extent that any Seller or Affiliate of any Seller makes a payment to the relevant Sold Company or Sold Subsidiary pursuant to Section 9.4(n)(i)(2), the Buyer shall: (1) procure that there shall be promptly paid to HM Revenue and Customs (“HMRC”) an amount equal to any such payment, except to the extent that a payment to HMRC has already been made in respect of the relevant liability (a “U.K. Tax Payment”); (2) procure that there shall be (subject to sub-clause (3) below, and except to the extent that an apportionment has already been made in respect of the relevant liability) promptly apportioned to the relevant Seller or Affiliate under the GPA an amount equal to each U.K. Tax Payment, such apportionment to be made by reference to the payment of U.K. cooperation tax in respect of which the U.K. Tax Payment was paid; (3) not without the Company’s written consent (not to be unreasonably withheld or delayed), reapportion any amount previously apportioned to any Seller or Affiliate of any Seller pursuant to the GPA; and (4) promptly (and in any case within ten (10) Business Days of receipt thereof from HMRC) pay, or procure that there is paid, ...
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Certain Tax Sharing Agreements. As of the Closing, all Tax Sharing Agreements to which the Company or any of its Subsidiaries is a party to or the subject of shall be terminated and, after the Closing, none of the HOB Entities shall have further rights or obligations under any such Tax Sharing Agreement.
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Related to Certain Tax Sharing Agreements

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Certain Tax Matters (a) The parties hereto shall (and shall cause their respective affiliates to) reasonably cooperate with one another in providing information with respect to the Transactions that is reasonably requested by one another and reasonably necessary to enable the parties hereto to (i) determine the U.S. federal income tax treatment of the Transactions to holders of Class A Common Stock, Founder Shares or SPAC Warrants, (ii) prepare disclosure in the Registration Statement regarding such U.S. federal income tax treatment, (iii) prepare U.S. federal income Tax Returns reporting relevant portions of the Transactions consistent with the U.S. federal income tax treatment as mutually agreed by the parties hereto and (iv) respond to requests in connection with any audits, examinations or other proceedings before the IRS relating to the U.S. federal income tax treatment of relevant portions of the Transactions. While the parties hereto do not anticipate that any opinion of counsel with respect to Tax matters will be required to be rendered in connection with the Transactions, the parties hereto agree that in no event will counsel to a party hereto be required to render an opinion regarding the Tax consequences or considerations of any person other than its client or such client’s shareholders or warrantholders immediately prior to the Transactions in their capacity as such. (b) Any transfer, documentary, sales, use, stamp, registration, excise, recording, registration value added and other similar Taxes (including, for the avoidance of doubt, any Taxes imposed under Section 4501 of the Code (as amended by the Inflation Reduction Act of 2022, H.R. 5376) (“Stock Buyback Tax”)) (collectively, “Transfer Taxes”) that become payable by any of the parties hereto in connection with or by reason of the execution of this Agreement and the Transactions shall be borne by the Company. The party hereto responsible for filing any necessary Tax Returns with respect to Transfer Taxes under applicable Law shall cause such Tax Returns to be filed, and if required by applicable Law, the other parties hereto shall join in the execution of any such Tax Returns.

  • Tax Sharing Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Subsidiary and any member of the Selling Group shall be terminated as of the Closing Date. After such date none of the Purchased Subsidiaries, Seller and any Affiliate of Seller shall have any further rights or liabilities thereunder.

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • Closing Agreements Neither the Company nor any of its Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Effective Time as a result of any “closing agreement” described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign Laws regarding Taxes) executed on or prior to the date of this Agreement.

  • Tax Arrangements 47.1 Where the Contractor is liable to be taxed in the UK in respect of consideration received under this contract, it shall at all times comply with the Income Tax (Earnings and Xxxxxxxx) Xxx 0000 (ITEPA) and all other statutes and regulations relating to income tax in respect of that consideration. 47.2 Where the Contractor is liable to National Insurance Contributions (NICs) in respect of consideration received under this Framework Agreement, it shall at all times comply with the Social Security Contributions and Benefits Xxx 0000 (SSCBA) and all other statutes and regulations relating to NICs in respect of that consideration. 47.3 The Authority may, at any time during the term of this Framework Agreement, request the Contractor to provide information which demonstrates how the Contractor complies with sub-clauses 47.1 and 47.2 above or why those clauses do not apply to it. 47.4 A request under sub-clause 47.3 above may specify the information which the Contractor must provide and the period within which that information must be provided.

  • Tax Agreements The Company is not a party to or bound by any tax sharing agreement, tax indemnity obligation or similar agreement with respect to Taxes, including any advance pricing agreement, closing agreement or other agreement relating to Taxes with any taxing authority.

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