Common use of Consolidated Groups, Transferee Liability and Tax Agreements Clause in Contracts

Consolidated Groups, Transferee Liability and Tax Agreements. The Company (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) does not have any material liability for Taxes of any Person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract, or otherwise, or (iii) is not a party to, bound by or has any material liability under any Tax sharing, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Appears in 3 contracts

Samples: Merger Agreement (Nanosphere Inc), Merger Agreement (Luminex Corp), Merger Agreement (Nanosphere Inc)

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Consolidated Groups, Transferee Liability and Tax Agreements. The Company Target (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) does not have any has no material liability Liability for Taxes of any Person (other than the Company) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract, or otherwise, or (iii) is not a party to, is not bound by or has and does not have any material liability Liability under any Tax sharing, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Appears in 3 contracts

Samples: Merger Agreement (Clearlake Capital Partners Ii Lp), Merger Agreement (Veramark Technologies Inc), Merger Agreement (Veramark Technologies Inc)

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Consolidated Groups, Transferee Liability and Tax Agreements. The Company Neither Target nor any of its Subsidiaries (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) does not have has any material liability for Taxes of any Person (other than the CompanyTarget or any of its Subsidiaries) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state or foreign Law), as a transferee or successor, by Contract, or otherwise, or (iii) is not a party to, bound by or has any material liability under any Tax sharing, allocation or indemnification agreement or arrangement (other than customary Tax indemnifications contained in credit or other commercial agreements the primary purpose of which agreements does not relate to Taxes).

Appears in 2 contracts

Samples: Merger Agreement (Vaporin, Inc.), Merger Agreement (Vapor Corp.)

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