Common use of Prior Tax Agreements Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement, Purchase Agreement (Hub Group, Inc.)

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Prior Tax Agreements. Seller Sellers shall terminate or cause to be terminated any and all of the Tax tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between any Seller or any predecessor or affiliate thereof, on the one hand, and the Company and Gentek Holdings or any of its SubsidiarySubsidiaries, 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.

Appears in 2 contracts

Samples: Stock Purchase Agreement (AMH Holdings, Inc.), Stock Purchase Agreement (Associated Materials Inc)

Prior Tax Agreements. Seller shall terminate or cause to be terminated any and all of the Tax 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 Affiliate thereof, on the one hand, and the Company and any of its SubsidiarySubsidiaries, 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.

Appears in 1 contract

Samples: Purchase Agreement (Coach Inc)

Prior Tax Agreements. Seller The Sellers 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 (or any predecessor or affiliate thereofof its Affiliates, other than the Acquired Retail Group Members), on the one hand, and the Company and its SubsidiaryAcquired Retail Group Members, on the other hand, for all Taxes imposed by any government or taxing authorityTaxing 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.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Affirmative Insurance Holdings Inc)

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Prior Tax Agreements. The 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 the Seller (or any predecessor or affiliate thereofof its Affiliates, other than the Acquired Companies), on the one hand, and the Company and its SubsidiaryAcquired Companies, on the other hand, for all Taxes imposed by any government or taxing authorityTaxing 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.

Appears in 1 contract

Samples: Purchase Agreement (Actuant Corp)

Prior Tax Agreements. Seller The Sellers shall terminate or cause to be terminated any and all of the Tax tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, on the Closing Date as between Seller the Sellers or any predecessor or affiliate Affiliate thereof, on the one hand, and the Company and its Subsidiaryor any Subsidiary thereof, 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.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (First Advantage Corp)

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