Common use of Effective Date; Termination of Prior Intercompany Tax Allocation Agreements Clause in Contracts

Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Appears in 4 contracts

Samples: Tax Matters Agreement (Newmark Group, Inc.), Tax Matters Agreement (BGC Partners, Inc.), Tax Matters Agreement (Newmark Group, Inc.)

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Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Timedate hereof. As of the Effective Timedate hereof, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs hereof shall be settledsettled as of the date hereof. Upon such termination and settlement, no further payments by or to the BGC Group, Valero or by or to the Newmark GroupCorner Store, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, provided that to the extent appropriate, as determined by BGC PartnersValero, payments made pursuant to such agreements shall be credited to the Newmark Entities Corner Store or the BGC EntitiesValero, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Appears in 4 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (CST Brands, Inc.), Tax Matters Agreement (CST Brands, Inc.)

Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners eBay and/or any of its Subsidiaries Subsidiaries, on the one hand, and SpinCo and/or any of its Subsidiaries, on the other hand (including, for the avoidance of doubt, the Tax Allocation Agreement, by and among eBay and certain of its Subsidiaries, dated as of January 1, 2003), shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, eBay or any of its Subsidiaries or by or to the Newmark GroupSpinCo or any of its Subsidiaries, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, provided that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities SpinCo or the BGC EntitieseBay, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Appears in 3 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Ebay Inc), Tax Matters Agreement (PayPal Holdings, Inc.)

Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Timedate hereof. As of the Effective Timedate hereof, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs hereof shall be settledsettled as of the date hereof (including capitalization or distribution of amounts due or receivable under such agreements). Upon such termination and settlement, no further payments by or to the BGC Group, MINC or by or to the Newmark GroupFreescale, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, provided that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities Freescale or the BGC EntitiesMINC, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Freescale Semiconductor Inc), Tax Sharing Agreement (Motorola Inc), Tax Sharing Agreement (Freescale Semiconductor Inc)

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Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners EPC and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, EPC or by or to the Newmark GroupSpinCo, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, provided that to the extent appropriate, as determined by BGC PartnersEPC, payments made pursuant to such agreements shall be credited to the Newmark Entities SpinCo or the BGC EntitiesEPC, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

Appears in 3 contracts

Samples: Tax Matters Agreement, Tax Matters Agreement (Energizer SpinCo, Inc.), Tax Matters Agreement (Energizer SpinCo, Inc.)

Effective Date; Termination of Prior Intercompany Tax Allocation Agreements. This Agreement TMA shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners SYNNEX and/or any of its Subsidiaries Subsidiaries, on the one hand, and Concentrix and/or any of its Subsidiaries, on the other hand, including the Tax Allocation Agreement, shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, SYNNEX or any of its Subsidiaries or by or to the Newmark GroupConcentrix or any of its Subsidiaries, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies Parties and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this AgreementTMA; provided, provided that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities Concentrix or the BGC EntitiesSYNNEX, respectively, in computing their respective obligations pursuant to this AgreementTMA, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement TMA for a Tax Period that is the subject matter of this AgreementTMA.

Appears in 2 contracts

Samples: Tax Matters Agreement (Concentrix Corp), Tax Matters Agreement (Concentrix Corp)

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