Tax Related Agreements. (a) Effective as of the Closing Date, the Company Group shall not have any obligation or liability in respect of any tax sharing or tax allocation agreement between Advantica, the Seller or any member of their affiliated group.
Tax Related Agreements. Neither Merger Sub nor Parent will cause or permit any amendment of any tax return of ECI for any period ending on or prior to the date of the Closing to be filed without the prior written consent of both Principals which consent will not be unreasonably withheld, delayed or conditioned. Neither Merger Sub nor Parent has taken or failed to take, or will take or fail to take any action which has or would have caused or will cause the Merger to fail to qualify as a tax-free reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. Parent and Merger Sub will treat the Merger as a reorganization pursuant to Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. Neither ECI nor the Principals has taken or failed to take, or will take or fail to take any action which has or would have caused or will cause the Merger to fail to qualify as a tax-free reorganization under the provisions of Sections 368(a)(1)(A) and 368(a)(2)(D) of the federal Internal Revenue Code. ECI, Merger Sub and Parent shall cooperate to the extent reasonably requested by the other part, in connection with the preparation any filing of any tax return, statement, form or report (including any report required by federal Treasury Regulations), and any audit, litigation or other proceeding with respect to taxes. Such cooperation shall include (i) the provision of information reasonably requested by ECI or any of its stockholders regarding any tax period ending upon or prior to the Effective Time, (ii) the provision of book and tax workpapers related to any returns filed or to be filed for any tax period ending upon or prior to the Effective Time and (iii) the retention and the provision of records and information (including employees to explain any material so provided) relevant to any such matter. Merger Sub and Parent agree to retain for the time periods required by law books and records with respect to tax matters pertinent to ECI relating to any tax period ending upon or prior to the Effective Time and to abide by all record retention requirements of any taxing authority.
Tax Related Agreements. The Company has delivered to the Purchasers copies of, any Tax Sharing Agreement, to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound. “Tax Sharing Agreement” shall mean all binding existing agreements or arrangements (whether or not written) that provide for the allocation, apportionment, sharing, indemnification, or assignment of any material Tax liability or benefit (excluding any indemnification or similar agreement or arrangement pertaining to the sale or lease of assets or subsidiaries and any advance pricing agreement, closing agreement or other agreement relating to Taxes).
Tax Related Agreements. The Sellers shall, and shall cause the Company to, terminate, as of the Closing Date, any Tax allocation, Tax sharing, Tax indemnification and Tax receivable agreements or arrangements between the Company and any Seller, and such agreements or arrangements shall have no further effect for any taxable year (whether the current year, a future year or a past year). After the Closing Date, the Company shall not have any further rights or liabilities thereunder or under any payables or receivables arising therefrom or thereunder.
Tax Related Agreements. (a) Effective as of the Closing Date, the Quincy's Entities shall not have any obligation or Liability in respect of any Tax sharing, Tax allocation or similar agreement between any of the Quincy's Entities, on the one hand, and any member of the Retained Group on the other hand.
