Tax Sharing Agreements, Power of Attorney Sample Clauses

Tax Sharing Agreements, Power of Attorney. (i) Notwithstanding anything to the contrary contained herein, except in respect of any such agreement or arrangement governed by the provisions of Section 8.05(i)(ii) below, the Seller shall, and shall cause its Affiliates to, take (A) all necessary actions to terminate, or settle in accordance with the terms of Article VI, as the case may be, as of the day before the Closing Date, all contracts and agreements (other than, for the avoidance of doubt, any arrangements in respect of Group Relief) entered into by the Company or any Transferred Subsidiary that are primarily intended to provide for the allocation, sharing, or payment of Taxes (the “Tax Sharing Agreements”), and (B) such actions as may be necessary so that the Company and each of the Transferred Subsidiaries shall have no liability thereunder after the Closing Date. (ii) Within sixty (60) days of the date hereof, the Seller shall (A) provide the Acquiror with a list of all Tax Sharing Agreements that are in effect whose parties consist solely of the Company and/or any of the Transferred Subsidiaries, and (B) all powers of attorney relating to significant Tax matters that will be in effect and binding on the Company or any Transferred Subsidiary after the Closing Date. Within ninety (90) days of the receipt of such lists, the Acquiror shall notify the Seller which of such agreements, arrangements or powers of attorney the Acquiror wants to survive past the Closing Date and the Seller or the Parent shall cause all other such agreements, arrangements or powers of attorney to terminate or be settled, as the case may be, on the day prior to the Closing Date so that the Company and each of the Transferred Subsidiaries shall have no liability thereunder after the Closing Date. (iii) Seller shall indemnify and hold harmless the Company and the Transferred Subsidiaries from and against all liabilities relating to or resulting from (A) any payments due after the Closing Date under a Tax Sharing Agreement for taxable periods (or portions thereof) ending on or before the Closing Date, and (B) the Tax Sharing Agreements terminated pursuant to this Section 8.05(i), provided, however, that this provision shall not be interpreted in any manner that would allow the Acquiror Indemnified Parties to bring a claim to recoup amounts that are paid in the settlement of an intercompany obligation under Section 8.05(i). (iv) For the avoidance of doubt, this Section 8.05(i) is subject to the provisions of Section 8.06, b...
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Tax Sharing Agreements, Power of Attorney. The Company is not party to or bound by any tax sharing agreement, tax indemnity obligation in favour of any Person or similar agreement in favour of any Person with respect to Taxes (including any advance pricing agreement or other similar agreement relating to Taxes with any Governmental Authority). The Company has not ever granted to any Person any power of attorney that is currently in force with respect to any Tax matter, has ever been a member of an affiliated, consolidated, combined, unitary or similar Tax group filing a consolidated, combined or unitary Tax Return, or has liability for any unpaid Taxes of any other Person pursuant to section 160 of the Tax Act (or any similar provision of Applicable Law), as a transferee or successor, by assumption, by Contract, by operation of law or otherwise.
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Related to Tax Sharing Agreements, Power of Attorney

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Lock-Up Agreements At the date of this Agreement, the Representatives shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule D hereto.

  • Binding Agreement; Assignments Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to include the successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the parties that are contained in this Agreement shall bind and inure to the benefit of their respective successors and assigns. Neither the Borrower nor any Guarantor may assign or transfer any of its rights or obligations hereunder (and any such attempted assignment or transfer shall be void) without the prior written consent of the Required Lenders. Notwithstanding the foregoing, at the time any Guarantor is released from its obligations under the Guarantee Agreement in accordance with such Guarantee Agreement and the Credit Agreement, such Guarantor will cease to have any rights or obligations under this Agreement.

  • No Existing Non-Competition Agreements No Insider is subject to any non-competition agreement or non-solicitation agreement with any employer or prior employer which could materially affect his ability to be an employee, officer and/or director of the Company, except as disclosed in the Registration Statement.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Full Agreement The Contract Documents supersede all prior negotiations, discussion, statements, and agreements between Owner and Contractor and constitute the full, complete, and entire agreement between Owner and Contractor. There can be no changes to this Contract by oral means, nor by course of conduct of the parties, nor by custom of the trade. No changes to this Contract will be binding on either party hereto unless such change is properly authorized, in writing, in accordance with Section 3, Part 2 of the General Conditions.

  • Binding Agreement; Assignment This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except in accordance with Section 6 hereof) any part of this Agreement without the prior express written consent of the Company.

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