Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. Any and all tax sharing agreements between or among Company and Seller shall be terminated as of the Closing and, from and after the Closing, neither Company nor Seller or its subsidiaries shall have any further rights or liabilities thereunder.

Tax Sharing Agreements. Any and all tax sharing Tax sharing, allocation, indemnification or similar agreements between or among arrangements with respect to or involving the Company and Seller or its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements with respect to or involving the Company or any Subsidiary will be terminated no later than the Closing Date and, after the Closing Date, the Company and Seller shall its Subsidiaries will not be terminated as of the Closing and, from and after the Closing, neither Company nor Seller bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder. Seller and the Company will take all actions necessary to terminate such agreements.

Tax Sharing Agreements. Any and all tax Tax sharing agreements or Tax allocation agreement between one or among Company more of the Acquired Companies and Seller or any of its Subsidiaries (other than the Acquired Companies) shall be terminated as of the Closing and, from and after prior to the Closing, neither Company nor Seller and no payments shall be made thereunder on or its subsidiaries shall have any further rights or liabilities thereunderafter the Closing Date.

Tax Sharing Agreements. Any All Tax allocation, Tax sharing and all tax sharing similar agreements between (other than this Agreement) with respect to or among involving the Company and Seller or any Subsidiary shall be terminated as on or prior to the time of the Closing and, from and after the Closing, and after such time, neither the Company nor Seller any Subsidiary or its subsidiaries shall the Purchaser will have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax-sharing agreements between or among similar agreements with respect to or involving the Company and Seller its Subsidiaries shall be terminated as of the Closing Effective Time and, from and after the ClosingEffective Time, neither the Surviving Company nor Seller and its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller or the Acquired Subsidiary shall be terminated as of the Closing andDate, from and after the ClosingClosing Date, neither the Company nor Seller and the Acquired Subsidiary shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all All tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller or any Company Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller any Company Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax allocation, sharing, distribution, gross-up or indemnity Contracts or similar agreements (excluding, for the avoidance of doubt, this Agreement) between the Company or its Subsidiary, on the one hand, and all tax sharing agreements between the Seller or among Company and Seller any of its Affiliates, on the other hand, shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller and its Subsidiary shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax-sharing agreements or similar agreements with respect to or involving the Company, other than agreements (i) between or among the Company and Seller one or more of its Subsidiaries, or (ii) between the two Subsidiaries, shall be terminated as of prior to the Closing andDate, from and after the Closing, neither Closing Date the Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among any Subsidiary, on the one hand, and any of the Company Members and Seller their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements with respect to or involving the Company, its Subsidiaries and/or any Affiliate of the Company and Seller or its Subsidiaries, if any, shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller and its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among Company any of its Subsidiaries, on the one hand, and Seller any of Sellers and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between or among Company the Company, on the one hand, and Seller any of the Stockholders and their Affiliates, on the other hand, shall be terminated as of before the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar Contracts with respect to or involving the Company or any of its Subsidiaries and Seller a Person other than the Company or its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among Company any of its Subsidiaries, on the one hand, and Seller any of the Stockholders and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller and/or its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between or among Company the Company, on the one hand, and Seller any of the Sellers and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax allocation, sharing or indemnity agreements between or among Company and Seller arrangements (other than an agreement or arrangement the primary focus of which is not Taxes) with respect to or involving the Acquired Companies shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither Company nor Seller the Acquired Companies shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and Except in connection with the Split-Off, all tax Tax sharing agreements between or among similar agreements (other than this Agreement) with respect to or involving the Company and Seller or any Subsidiary shall be terminated as immediately prior to the time of the Closing and, from and after the ClosingClosing Date, neither Company Parent, the Company, nor Seller any Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among any of its Subsidiaries, on the one hand, and any of the Company Stockholders and Seller their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax sharing agreements between or among existing Tax Sharing Agreements (other than this Agreement) will be terminated with respect to the Company and Seller shall be terminated each Subsidiary as of the Closing andDate, from and after none of the Closing, neither Company nor Seller or any of its subsidiaries shall Subsidiaries will be bound by or will have any further rights or liabilities thereunderthereunder after the Closing Date.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements of the Company and Seller or any of its Subsidiaries shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among Company any of its Subsidiaries, on the one hand, and Seller any of the Sellers and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar Contracts with respect to or involving the Company or any of its Subsidiaries and Seller a Person other than the Company or its Subsidiaries shall be terminated as of the Closing Effective Time and, from and after the ClosingEffective Time, neither the Company nor Seller its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements or similar agreements and all tax sharing agreements between powers of attorney with respect to or among involving the Company and Seller or any of its Subsidiaries shall be terminated as of prior to the Closing and, from and after the Closing, neither the Company nor Seller any of its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all All tax sharing or similar agreements between the Company or among Company any of its subsidiaries, on the one hand, and Seller another of the Company’s subsidiaries, on the other hand, shall be terminated as of cancelled on or before the Closing and, from Date and after neither the Closing, neither Company nor Seller or any of its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements or similar agreements and all tax sharing powers of attorney with respect to or involving the Companies (other than such agreements or powers of attorney between or among Company and Seller the Companies) shall be terminated as of prior to the Closing and, from on and after the Closing, neither no Company nor Seller shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between or among any Company Entity, on the one hand, and Seller any of the Sellers and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither no Company nor Seller Entity shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing, Tax indemnity and all tax sharing Tax allocation agreements between or among similar agreements (other than Ordinary Commercial Agreements) with respect to or involving the Company and Seller or any of its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither none the Company nor Seller or any of its subsidiaries Subsidiaries shall be bound thereby or have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing and all tax sharing similar agreements (other than the provisions of this Agreement) between or among the Company and the Seller or any other corporation or corporations shall be terminated as of the Closing anddate hereof, and the Company shall not have any liability from and after the Closing, neither Company nor Seller or its subsidiaries shall have date hereof under any further rights or liabilities thereundersuch agreement.

Tax Sharing Agreements. Any and all tax sharing agreements between or among Company and Seller shall be terminated as of the Closing and, from and after Prior to the Closing, neither the Company nor Seller shall, and shall cause each of its Affiliates to, terminate all Tax Sharing Agreements (other than, for the avoidance of doubt, this Agreement) between the Company or any of its subsidiaries Affiliates, and the Company and its Subsidiaries shall not have any further rights obligation under any such Tax Sharing Agreement following the Closing Date with respect to any taxable period (or liabilities thereunderportion thereof).

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller shall or any of its Subsidiaries will be terminated as of no later than the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller any of its Subsidiaries will be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder. The Shareholder and the Company will take all actions necessary to terminate such agreements.

Tax Sharing Agreements. Any and all All tax sharing agreements between or among Company and Seller similar agreements (other than this Agreement) with respect to or involving the Companies shall be terminated as of the Closing Closing, and, from and after the ClosingClosing Date, neither Company Purchaser and the Companies nor Seller and its ultimate tax parent (or any of its subsidiaries direct or indirect Subsidiaries or Affiliates) shall be bound thereby or have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between or among Company the Company, on the one hand, and Seller any of the Stockholders and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder, other than commercial contracts in the ordinary course of business that do not primarily relate to Tax.

Tax Sharing Agreements. Any All Tax Sharing Agreements between the Company and/or any of its Subsidiaries on the one hand, and all tax sharing agreements between or among Company and Seller any Shareholders and/or any Affiliates of any Shareholders 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 and, from and after the Closing, neither Company nor Seller or any of its subsidiaries shall have any further rights or liabilities thereunderSubsidiaries.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among Company similar ---------------------- agreements (other than this Agreement) with respect to or involving the Companies and Seller their Subsidiaries shall be terminated as at the time of the Closing and, from and after the ClosingClosing Date, neither Company the Purchasers (or any of their direct or indirect Subsidiaries or Affiliates) nor Seller the Companies and their Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar Contractual Obligations of the Company and Seller shall or any Subsidiary will be terminated as of prior to the Closing Closing, and, from and after the Closing, neither the Company nor Seller and its Subsidiaries will not be bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements (including without limitation any obligation to make tax distributions) with respect to or involving the Company and Seller or any Company Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither Company nor Seller no such Person shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax agreements or arrangements with respect to the sharing agreements or allocation of Taxes between or among the Company and Seller the Company Subsidiaries, on the one hand, and any other person, on the other hand, shall be terminated as of on the Closing and, from Date. From and after the Closingsuch date, neither the Company and the Company Subsidiaries, on the one hand, nor Seller or its subsidiaries any other person, on the other hand, shall have any further rights or liabilities thereunderthereunder against the other.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between or among Company the Company, on the one hand, and any of the Seller and its Affiliates, on the other hand, shall be terminated as of prior to the Closing Closing, and, from and after the Closing, neither the Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements, Tax allocation agreements or similar agreements and all tax sharing powers of attorney with respect to or involving the Company or any of its Subsidiaries (other than such agreements between or among powers relating solely to the Company and Seller and/or any of its Subsidiaries) shall be terminated as of prior to the Closing Date and, from and after the Closing, neither the Company nor Seller and any of its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights or liabilities Liability thereunder.

Tax Sharing Agreements. Any and all tax sharing All Tax Sharing Agreements or similar agreements between (other than this Agreement) with respect to or among involving the Company and Seller or any Subsidiary shall be terminated as of or before the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller any Subsidiary shall be bound thereby or its subsidiaries shall have any further rights Losses or liabilities thereunderExpenses thereunder for any taxable year (whether the current year, a future year or a past year) or have any obligation (including Tax obligations) to make any payment thereby to any party after the Closing Date.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements, Tax allocation agreements or similar agreements between or among the Company and any of its Subsidiaries on the one hand, and any Seller (or any of their Affiliates), on the other hand, shall be terminated as of prior to the Closing Date and, from and after the Closing, neither the Company nor Seller and any of its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights liability or liabilities obligation thereunder.

Tax Sharing Agreements. Any and all All tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller any Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller and any Subsidiary shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing and all tax sharing similar agreements (other than the provisions of this Agreement) between any Purchased Entity and/or Seller or among Company and Seller any other corporation or corporations shall be terminated as of the Closing andDate, and no Purchased Entity shall have any Liability from and after the Closing, neither Company nor Seller or its subsidiaries shall have Closing Date under any further rights or liabilities thereundersuch agreement.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements, if any, to which the Company and Seller shall is a party will be terminated as of cancelled at or prior to the Closing and, from and after neither the Closing, neither Company nor Seller Purchaser shall not be bound thereby or its subsidiaries shall have any further rights or liabilities obligation thereunder.

Tax Sharing Agreements. Any and all tax sharing agreements between or among Company and Seller shall be terminated as of the Closing and, from and after Prior to the Closing, neither all agreements entered into by the Company nor Seller or its subsidiaries any Company Subsidiary with any Person (other than the Company or any Company Subsidiary) for the sharing or allocating of Taxes shall have be terminated, and no additional payments shall be required to be made thereunder by the Company or any further rights or liabilities thereunderCompany Subsidiary.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar ---------------------- agreements with respect to or involving the Company and Seller its Subsidiaries shall be terminated as of the Closing Effective Time and, from and after the ClosingEffective Time, neither the Company nor Seller and its Subsidiaries shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among Company similar agreements with respect to or involving Seller and Seller its Affiliates on the one hand, and the Acquired Companies on the other hand, shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither Company nor Seller the Acquired Companies shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All agreements or arrangements with respect to Tax matters between the Company or any of the Company Subsidiaries, on the one hand, and all tax sharing agreements between the Company Holders or among Company and Seller any of their respective Affiliates, 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 and, from and after Company or any of the Closing, neither Company nor Seller or its subsidiaries shall have any further rights or liabilities thereunderSubsidiaries.

Tax Sharing Agreements. Any Tax-sharing agreement or similar arrangement between the Seller or any Affiliate of Seller that is not the Company or any of its Subsidiaries, on the one hand, and all tax sharing agreements between the Company or among Company and Seller shall any of its Subsidiaries on the other hand, will be terminated as of the Closing and, from Date and after neither the Closing, neither Company nor Seller or any of its subsidiaries Subsidiaries shall have any further rights or liabilities thereunderobligations following the Closing under any such terminated agreement.

Tax Sharing Agreements. Any and all tax All Tax allocation, sharing or similar agreements between with respect to or among involving the Company and Seller its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller its Subsidiaries shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing, allocation, indemnity and all tax sharing similar agreements between or among Company any Acquired Company, on the one hand, and Seller or its Affiliates (other than another Acquired Company), on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the Closingfollowing such termination, neither no Acquired Company nor Seller shall not be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All tax-sharing agreements between or among similar agreements with respect to or involving the Company and Seller or any Company Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller a Company Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements between the Company or among Company any of its Subsidiaries, on the one hand, and Seller any of the Key Employees and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date, and, from and after the ClosingClosing Date, neither the Company nor Seller any Company Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements (including without limitation any obligation to make tax distributions) with respect to or involving the Company, or any Company and Seller Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither Company nor Seller no such Person shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements or similar agreements and all tax sharing agreements between powers of attorney with respect to or among Company and Seller involving the Transferred Entities shall be terminated as prior to the date of the Closing this Agreement, and, from and after the Closing, neither Company Buyer nor Seller the Transferred Entities will be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements between or among similar agreements (including without limitation any obligation to make Tax distributions) with respect to or involving the Company and Seller its Subsidiaries shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither Company nor Seller no such Person (or its subsidiaries Parent or the Surviving Entity) shall be bound thereby or have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all All tax sharing agreements between or among similar agreements with respect to or involving the Company and Seller or the Company Subsidiary shall be terminated as of the Closing Date and, from and after the ClosingClosing Date, neither the Company nor Seller the Company Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all tax All Tax sharing agreements or similar agreements (other than any Contract entered into in the ordinary course of business and the principal purpose of which is not Taxes) between the Company or among Company any of the Subsidiary, on the one hand, and Seller any of the Sellers and their Affiliates, on the other hand, shall be terminated as prior to the Closing Date, and, after the Closing Date, neither the Company nor any of the Closing and, from and after the Closing, neither Company nor Seller Subsidiary shall be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any and all All tax sharing agreements between or among Company similar agreements with respect to or involving either of the Companies or any of their subsidiaries and Seller any members of their current affiliated group (as defined in Code section 1504(a)) shall be terminated as of the time of the Closing and, from and after the Closingsuch time, neither Company of the Companies nor Seller or its any of their subsidiaries shall be bound thereby or have any further rights or liabilities liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements or similar Contractual Obligations and all tax sharing agreements between powers of attorney with respect to or involving any Acquired Company (other than any such Contractual Obligation solely among Company and Seller shall the Acquired Companies) will be terminated as of prior to the Closing and, from and after the Closing, neither Company the Buyer nor Seller any of the Acquired Companies will be bound thereby or its subsidiaries shall have any further rights or liabilities liability thereunder.