Common use of Tax Agreements Clause in Contracts

Tax Agreements. None of the Company Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Mobileiron, Inc.), Agreement and Plan of Merger (MINDBODY, Inc.), Agreement and Plan of Merger (Apptio Inc)

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Tax Agreements. None of the Company Group (i) is a party to or bound by, or currently has any material amount of liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material amount of liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Monotype Imaging Holdings Inc.), Agreement and Plan of Merger (Nutraceutical International Corp)

Tax Agreements. None of the members of the Company Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pluralsight, Inc.), Agreement and Plan of Merger (Pluralsight, Inc.)

Tax Agreements. None of the Company Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement agreement, arrangement or obligation, other than any such agreement agreement, arrangement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 1 contract

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

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Tax Agreements. None of the Company Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligationagreement, other than any such agreement or obligation (A) entered into in the ordinary course of business the primary purpose of which is unrelated to TaxesTaxes or (B) solely among members of the Company Group; or (ii) has any material amount of liability for the Taxes of any Person other than the Company Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States lawLaw) as a transferee or successor, or otherwise by operation of law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Innophos Holdings, Inc.)

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