Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, or assignment of Tax liability between a Sale Entity, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity), on the other hand, shall be terminated as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities shall have any further liability thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for similar agreements relating to the allocation, apportionment, sharing, allocation or assignment indemnification of Tax liability between a Sale EntityTaxes, on or surrender of reliefs, with respect to or involving the one handBusiness, and Seller the Purchased Assets, or Seller’s Affiliates (other than another Sale Entity), on the other hand, Purchased Entities shall be terminated as of the Closing Date and, after the Closing Date, such that none of Buyer or Purchaser, any of its Affiliates or Affiliates, and the Sale Purchased Entities shall not be bound thereby or have any further liability Liability thereunder.

Tax Sharing Agreements. All Any and all existing Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, indemnity or assignment of Tax liability other similar agreement, arrangement, understanding or practice with respect to Taxes between a Sale Entitythe Company or any Company Subsidiary, on the one hand, and any Seller or Seller’s Affiliates Affiliate thereof (other than another Sale Entitythe Company or any Company Subsidiary), on the other hand, shall will be terminated as of the Closing Date, such that and, after the Closing, none of Buyer the Company, any Company Subsidiary or any of its Affiliates Seller or the Sale Entities shall Affiliate thereof will have any further liability rights or liabilities thereunder.

Tax Sharing Agreements. All Any Tax sharing agreements agreement, Tax allocation agreement or arrangements that provide for other similar arrangement to which the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntitySeller, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)any Group Company, on the other hand, are parties, shall be terminated as of or prior to the Closing Date and, after the Closing Date, such that none of Buyer the Seller or any of its Affiliates Group Company shall be bound thereby or the Sale Entities shall have any further liability Liability thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionment, Tax sharing, Tax indemnity or assignment similar agreements between the Seller or any of Tax liability between a Sale Entityits Affiliates or any other Person, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity), the Company on the other hand, shall be terminated as of with respect to the Company prior to the Closing Date, such that none of Buyer or and, after the Closing Date, neither the Seller nor any of its Affiliates Affiliates, on the one hand, nor the Company on the other hand, shall be bound thereby or the Sale Entities shall have any further liability thereunderLiability or obligation thereunder to the other party except as provided in this Agreement.

Tax Sharing Agreements. All Tax sharing agreements agreements, arrangements, policies and guidelines, formal or arrangements informal, express or implied, that provide for the allocation, apportionment, sharing, or assignment of Tax liability may exist between a Sale Entity, on the one hand, an Acquired Company and Seller or Seller’s its Affiliates (other than another Sale Entity), on the other hand, an Acquired Company) and all rights and obligations thereunder shall be terminated terminate as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities and no Acquired Company shall have any further liability thereunderthereunder following such termination.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionmentindemnification, sharing, gross-up, or assignment of Tax liability between similar Contracts or arrangements with respect to or involving a Sale Company Entity, on the one hand, and any Seller or Seller’s and its Affiliates (other than another Sale Entitythe Company Entities), on the other hand, shall be terminated as of the Closing Date, such that none thereby extinguishing any obligations or liabilities of Buyer or any of its Affiliates or the Sale Company Entities shall have any further liability thereunder.

Tax Sharing Agreements. All Tax tax sharing and similar agreements (other than the provisions of this Agreement) between (i) the Company, Group or arrangements that provide for the allocation, apportionment, sharing, or assignment of Tax liability between a Sale Entity, Subsidiaries on the one hand, hand and (ii) Seller or Seller’s Affiliates (any other than another Sale Entity), corporation or corporations on the other hand, hand shall be terminated as to the Company, Group and the Subsidiaries as of the Closing Date, such that none of Buyer or any of its Affiliates or and neither the Sale Entities Seller, Company, Group nor the Subsidiaries shall have liability from and after the Closing Date under any further liability thereundersuch agreement.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for with respect to Tax matters between the allocationCompany, apportionment, sharing, Akos or assignment any of Tax liability between a Sale Entity, their respective Subsidiaries on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity), Seller Parent or any Affiliate of Seller or Seller Parent on the other hand, shall be terminated or modified prior to the Closing so as to cause there to be no continuing liability on the part of the Closing DateCompany, such that none of Buyer Akos or any of its Affiliates or the Sale Entities shall have any further liability thereundertheir respective Subsidiaries.

Tax Sharing Agreements. All Any and all existing Tax sharing agreements or arrangements that provide for the indemnification, Tax sharing, Tax allocation, apportionment, sharing, group relief or assignment other similar agreements between the Company or any of Tax liability between a Sale Entityits Subsidiaries, on the one hand, and Seller or any Affiliate of Seller’s Affiliates (other than another Sale Entity), on the other hand, shall be terminated terminated, as of the Closing Date, applicable Closing. After such that date none of Buyer the Company or its Subsidiaries, Seller or any Affiliate of its Affiliates or the Sale Entities Seller shall have any further liability rights or liabilities thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocationagreements, apportionment, sharingTax indemnity agreements, or assignment of Tax liability similar agreements that may exist between a Sale any Acquired Entity, on the one hand, and any Seller or Seller’s Affiliates (other than another Sale Entity)any Affiliate thereof, on the other hand, and any obligations thereunder shall be terminated terminate as of the Closing Date, such that none of Buyer Date and each Acquired Entity shall not be bound thereby or any of its Affiliates or the Sale Entities shall have any further liability thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for similar agreements (other than this Agreement), if any, to which Seller or any of its Affiliates (other than the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntityCompanies), on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)any of the Companies, on the other hand, are parties, shall be terminated as of the Closing Date and, after the Closing Date, such that none of Seller, Buyer any of the Companies or any of its their respective Affiliates shall be bound thereby or the Sale Entities shall have any further liability Liability or rights thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, indemnification or assignment similar contracts or arrangements or any other contract or arrangement providing for payments in respect of Taxes or Tax liability between a Sale Entitybenefits (excluding, on in each case, agreements entered into in the one hand, ordinary course of business and Seller the primary purpose of which is not related to Taxes) with respect to or Seller’s Affiliates (other than another Sale Entity), on involving the other hand, Company shall be terminated as of the Closing Date, such that none of Buyer or any of its Affiliates or and the Sale Entities Company shall not have any further liability rights or liabilities thereunder. Any power of attorney with respect to Taxes or Tax Returns of the Company will be terminated as of the Closing Date.

Tax Sharing Agreements. All Any Tax sharing agreements agreement, Tax allocation agreement, Tax holiday agreement, Tax abatement agreement, Tax indemnity or arrangements that provide for other similar arrangement to which the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntitySeller, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)any Group Company, on the other hand, are parties, shall be terminated as of or prior to the Closing Date and, after the Closing Date, such that none of Buyer the Seller or any of its Affiliates Group Company shall be bound thereby or the Sale Entities shall have any further liability Liability thereunder. 2 Note to Draft : Subject to tax due diligence.

Tax Sharing Agreements. All Tax sharing agreements, Tax allocation agreements or arrangements that provide for similar agreements, in each case, between the allocation, apportionment, sharing, Seller (or assignment any of Tax liability between a Sale Entitythe Seller’s direct or indirect owners), on the one hand, and Seller the Company or Seller’s Affiliates (other than another Sale Entity)any of its Subsidiaries, on the other hand, shall be terminated as and all powers of attorney with respect to or involving the Closing Date, such that none of Buyer Company or any of its Affiliates Subsidiaries shall be terminated prior to the Closing Date and, after the Closing, the Company and any of its Subsidiaries shall not be bound thereby or the Sale Entities shall have any further liability thereunder.

Tax Sharing Agreements. All Tax sharing agreements liabilities and obligations between the Seller or arrangements that provide for any member of the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntitySeller Group (defined below), on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)the Business Subsidiaries, on the other hand, under any Tax allocation or Tax sharing agreement in effect prior to the Closing Date (other than this Agreement) shall be terminated cease and terminate as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities shall have any further liability thereunder.

Tax Sharing Agreements. All (a) Any Tax sharing agreements agreement or arrangements that provide for arrangement between the allocation, apportionment, sharing, Sellers or assignment any of Tax liability between a Sale Entitytheir Affiliates (other than the Companies and the Subsidiaries), on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)any of the Companies and the Subsidiaries, on the other hand, shall be terminated as of have been terminated, and all payments thereunder settled, immediately prior to the Closing Date, such that none of Buyer or any of its Affiliates or and the Sale Entities shall Companies and the Subsidiaries will have any no further liability thereunderobligations under the agreements.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, Tax allocation agreement, Tax indemnity, or assignment any similar written or unwritten agreement, arrangement, understanding, or practice relating to Taxes between or among a Seller (or an Affiliate of Tax liability between a Sale Entity, on the one hand, Seller) and Seller or Seller’s Affiliates (other than another Sale Entity), on the other hand, a Company shall be terminated as of the day before the Closing Date and, on and after the Closing Date, such that none of Buyer no Company shall be bound thereby or any of its Affiliates or the Sale Entities shall have any further liability Liability thereunder.

Tax Sharing Agreements. All Tax sharing agreements or arrangements that provide for the allocation, apportionment, sharing, Tax indemnity, Tax allocation and/or similar agreements, arrangements, policies and guidelines, formal or assignment of Tax liability informal, express or implied, that may exist between a Sale Entity(x) the Company, on the one hand, and (y) Seller or Seller’s Affiliates (other than another Sale Entity)its Affiliates, on the other hand, and all rights and obligations thereunder shall be terminated terminate as of the Closing Date, such that none of Buyer or any of its Affiliates or and the Sale Entities Company shall have any further liability no rights or liabilities thereunder.

Tax Sharing Agreements. All Any Tax sharing agreements or arrangements that provide for between the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntitySeller and its Affiliates (other than the Company and its Subsidiaries), on the one hand, and Seller the Company or Seller’s Affiliates (other than another Sale Entity)any of its Subsidiaries, on the other hand, shall be terminated as of so that neither the Closing Date, such that none of Buyer or Company nor any of its Affiliates Subsidiaries has any rights or obligations thereunder after the Sale Entities shall have any further liability thereunder.Closing

Tax Sharing Agreements. All Any Tax sharing agreements or arrangements that provide for agreement between (i) any member of the allocation, apportionment, sharing, or assignment of Tax liability between a Sale EntitySeller Group, on the one hand, and Seller or Seller’s Affiliates (other than another Sale Entity)ii) any Company, on the other hand, shall be terminated terminate as of to the Closing DateCompanies on or before the date hereof and, such that none of Buyer or any of its Affiliates or after the Sale Entities date hereof, the Companies shall have no rights or obligations under any further liability thereundersuch Tax sharing agreement.

Tax Sharing Agreements. All Tax sharing agreements agreements, arrangements, policies and guidelines, formal or arrangements informal, express or implied, that provide for the allocation, apportionment, sharing, or assignment of Tax liability may exist between a Sale Entityan Acquired Company, on the one hand, and Seller the Sellers or Seller’s any of their respective Affiliates (other than another Sale Entityan Acquired Company), on the other hand, and all rights and obligations thereunder, shall be terminated terminate as of the Closing Date, such that none of Buyer or any of its Affiliates or the Sale Entities shall have any further liability thereunder.