Common use of Prior Tax Agreements Clause in Contracts

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.

Appears in 1 contract

Samples: Acquisition Agreement (Global Power Equipment Group Inc/)

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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 Stockholders or any predecessor or Affiliate thereof, on the one hand, and the Company or any Subsidiary of the Companyand its Subsidiaries, 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: Agreement and Plan of Merger (First Advantage Corp)

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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Celerity Group Inc)

Prior Tax Agreements. The Company and each of its Subsidiaries Shareholders 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 Shareholders 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rainmaker Systems Inc)

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 Shareholders 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (LOCAL.COM)

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Prior Tax Agreements. The Company and each of its Subsidiaries the Company Stockholders 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 the Sellers or any predecessor or Affiliate thereof, that are binding on the one hand, Company 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 imposedits Subsidiaries, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nice Systems LTD)

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 date of Closing Date as between the Sellers Company or any predecessor or Affiliate affiliate thereof, on the one hand, and the Company or and any Subsidiary of the Companyits subsidiaries, 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: Stock Purchase Agreement (Dice Holdings, Inc.)

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