Prior Tax Agreements. Seller shall terminate or cause to be terminated any and all of the Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between Seller or any predecessor or affiliate thereof, on the one hand, and the Company and its Subsidiary, on the other hand, for all Taxes imposed by any government or taxing authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.
Prior Tax Agreements. The Company and each of its Subsidiaries shall terminate or cause to be terminated any and all of the tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between the Sellers or any predecessor or Affiliate thereof, on the one hand, and the Company or any Subsidiary of the Company, on the other hand, for all Taxes imposed by any government or taxing authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.
Prior Tax Agreements. Seller shall terminate any and all of the Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between Seller and any other party under which Purchaser or the Transferred Assets could be liable for any Taxes or other claims of any party.
Prior Tax Agreements. Each Equity Holder shall terminate or cause to be terminated any and all of the Tax Sharing Arrangements, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between such Equity Holders or any predecessor or Affiliate thereof, on the one hand, and the Surviving Corporation and any of the Subsidiaries, on the other hand, for all Taxes imposed by any Taxing Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings. 11.6
Prior Tax Agreements. The Sellers shall terminate or cause to be terminated any and all Tax sharing agreements in effect on the Closing Date as between the Company, or the Sellers or any Affiliate thereof, on the one hand, and the Company, on the other hand, for all Taxes imposed by any government or taxing authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements after the Closing Date.
Prior Tax Agreements. The Seller Parties shall terminate or cause to be terminated any and all of the tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between the Seller Parties or any predecessors or Affiliates thereof, on the one hand, and the Company, on the other hand, for all Taxes imposed by any Governmental Body or Taxing Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.
Prior Tax Agreements. Effective as of the Closing, this Agreement terminates and supersedes any and all Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect on the Closing Date between or among any of the Sellers, any predecessor or Affiliate thereof or any Seller Related Party, on the one hand, and any of the Companies, on the other hand, for all Taxes imposed by any Government Authority, regardless of the period in which such Taxes are imposed.
Prior Tax Agreements. The Company shall terminate or cause to be terminated any and all of the Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between the Company Stockholders or any predecessors or Affiliates thereof, on the one hand, and the Company and any of the Company Subsidiaries, on the other hand, for all Taxes imposed by any Tax Authority, regardless of the period in which such Taxes are imposed, and neither the Surviving Corporation, any Company Subsidiary, nor any Company Stockholder (or predecessors or Affiliates thereof) shall have any continuing obligation to make any payments under any such agreements, arrangements or undertakings.
Prior Tax Agreements. Xx. Xxxxx shall terminate or cause to be terminated any and all of the Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between himself or any predecessor or Affiliate thereof, on the one hand, and the Corporations, on the other hand, for all Taxes imposed by any Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.
Prior Tax Agreements. 52 9.7 Indemnification...........................................53 9.8 Post-Closing Access and Cooperation.......................53 SECTION 10. MISCELLANEOUS.............................................54
