Consolidated Groups, Transferee Liability and Tax Agreements. The Target (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) has no material Liability for Taxes of any Person 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 and does not have 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: Agreement and Plan of Merger (Veramark Technologies Inc), Agreement and Plan of Merger (Clearlake Capital Partners Ii Lp), Agreement and Plan of Merger (Veramark Technologies Inc)
Consolidated Groups, Transferee Liability and Tax Agreements. The Target Company (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary or similar basis, (ii) has no does not have any 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 and does not have or has 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: Agreement and Plan of Merger (Luminex Corp), Agreement and Plan of Merger (Nanosphere Inc), Agreement and Plan of Merger (Nanosphere Inc)
Consolidated Groups, Transferee Liability and Tax Agreements. The Target DHC has not: (i) has not been a member of a group filing Tax Returns on a consolidated, combined, unitary unitary, or similar basis, ; (ii) has no incurred any material Liability liability for Taxes of any Person (other than DHC) under Treasury Regulation Section 1.1502-6 (or any comparable provision of local, state state, or foreign Law), as a transferee or successor, by Contract, or otherwise, ; or (iii) is not a party to, is not bound by and does not have or has any material Liability liability under any Tax sharing, allocation 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).
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