Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, to be terminated on or before the Closing Date with respect to such Acquired Company. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any agreement, arrangement or practice with respect to Taxes (including any Tax sharing agreement or similar arrangement agreements) between Seller or any of its AffiliatesSeller, on the one hand, and the Acquired Company and/or any of the Subsidiaries Sold Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, Date no party person shall have any rights or obligations under any such Tax sharing agreement, arrangement or practice with respect to Taxes.

Tax Sharing Agreements. Seller shall cause the provisions of any all Tax sharing agreement or similar arrangement between Seller or any distribution agreements, other than this Agreement, providing for the sharing of its Affiliates, on Tax liabilities to which the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, is a party to be terminated as of 12:01 a.m. on or before the Closing Date and the Company to not be bound thereby or have any Liability thereunder with respect to such Acquired Company. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementtaxable period.

Tax Sharing Agreements. Seller The Sellers shall cause the provisions of any Tax sharing agreement between the Sellers or similar arrangement between Seller any of their Affiliates (other than the Company and its Subsidiaries), and the Company or any of its Affiliates, on the one hand, and the Acquired Company and/or any of the Subsidiaries on the other handSubsidiaries, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any and all Tax sharing agreement or similar arrangement agreements between (i) Seller or any of its Affiliates, on Affiliates (other than the one handAcquired Subsidiaries), and the Acquired Company and/or (ii) any of the Subsidiaries on the other handAcquired Subsidiaries, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements.

Tax Sharing Agreements. Seller The Sellers shall cause the provisions of any Tax sharing agreement Sharing Agreement or similar arrangement between Seller the Sellers or any of its Affiliates, on their affiliates (other than the one hand, Companies) and the Acquired Company and/or any of the Subsidiaries on the other handCompanies, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementSharing Agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement (or similar arrangement any equivalent thereof, including profit and loss sharing agreements) between Seller or any of its Affiliates, on affiliates (other than the one handAcquired Companies and any of their respective subsidiaries), and the Acquired Company and/or any of the Subsidiaries on the other handAcquired Companies or any of their respective subsidiaries, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax tax sharing agreement or similar arrangement between with respect to Taxes involving the Company, on the one hand, and Seller or any of its Affiliates, on the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, to be terminated on or before the Closing Date with respect to such Acquired Company. After effective as of the Closing Date, no party and after the Closing Date the Company shall have any rights or obligations no obligation under any such Tax sharing agreementagreement or arrangement for any past, present or future period.

Tax Sharing Agreements. The Seller shall cause the provisions of any and all Tax sharing agreement or similar arrangement agreements between (i) the Seller or any of its Affiliates, Affiliates (other than the Companies) on the one hand, and the Acquired Company and/or (ii) any of the Subsidiaries Companies on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements.

Tax Sharing Agreements. The Seller shall cause the provisions of any agreement, arrangement or practice with respect to Taxes (including any Tax sharing agreement or similar arrangement agreements) between Seller or any of its AffiliatesSeller, on the one hand, and the Acquired Company and/or or any of the Subsidiaries Subsidiaries, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, Date no party person shall have any rights or obligations under any such Tax sharing agreement, arrangement or practice with respect to Taxes.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on to which the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, is a party to be terminated on or before prior to the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party neither Party to any such Tax sharing agreement shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on affiliates (other than the one hand, Subject Company) and the Acquired Subject Company and/or any of the Subsidiaries on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. The Seller shall cause the provisions of any agreement relating to the sharing, allocation or indemnification of Taxes, or any similar agreement, contract or arrangement (collectively, “Tax sharing agreement or similar arrangement Sharing Agreements”) between the Seller or any of its Affiliates, on their affiliates (other than the one hand, Transferred Entities) and the Acquired Company and/or any of the Subsidiaries on the other hand, Transferred Entity to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementSharing Agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on the one hand, and the Acquired Company and/or any of the Subsidiaries Acquired Companies on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements (whether with respect to a Pre-Closing Tax Period or a Post-Closing Tax Period).

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between (i) Seller or any of its AffiliatesAffiliates (other than the Group Companies), on the one hand, and (ii) the Acquired Company and/or any of the Subsidiaries Group Companies, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party thereto shall have any rights or obligations under any such Tax allocation or Tax sharing agreement.

Tax Sharing Agreements. Seller (a) The Sellers shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller the Sellers or any of its Affiliatestheir Affiliates (other than the Companies and the Subsidiary), on the one hand, and the Acquired Company and/or any of Companies, the Subsidiaries Subsidiary or both, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreement or arrangement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any Affiliate of its AffiliatesSeller which is not a Subject Company, on the one hand, and the Acquired any Subject Company and/or any of the Subsidiaries on the other hand, to be terminated on or before prior to the Closing Date with respect to such Acquired CompanyEffective Time. After the Closing DateEffective Time, no party shall have any rights or obligations under any such terminated Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between (i) Seller or any of its Affiliates, on affiliates (other than the one hand, Company and the Acquired Subsidiaries) and (ii) the Company and/or or any of the Subsidiaries on the other hand, Subsidiary to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on affiliates (other than the one hand, Company) and the Acquired Company and/or any of the Subsidiaries on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement Sharing Agreement between Seller or any Affiliate of its AffiliatesSeller which is not an Acquired Company, on the one hand, and the an Acquired Company and/or any of the Subsidiaries Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyCompany prior to the Closing Date. After the Closing Date, no party none of the Acquired Companies shall have any rights or obligations under any such terminated Tax sharing agreementSharing Agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on affiliates (other than the one handCompany and its subsidiaries), and the Acquired Company and/or or any of the Subsidiaries on the other handits subsidiaries, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Upon the Purchaser's request, the Seller shall cause the provisions of any some or all Tax sharing agreement or similar arrangement agreements between (i) the Seller or any of its Affiliates, on their Affiliates (other than the one handCompany and the Subsidiaries), and (ii) the Acquired Company and/or or any of the Subsidiaries on the other handSubsidiary, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements.

Tax Sharing Agreements. Each Seller shall cause the provisions of any Tax sharing agreement Sharing Agreement or similar arrangement between such Seller or any Affiliate of its Affiliatessuch Seller which is not an Acquired Company, on the one hand, and the an Acquired Company and/or any of the Subsidiaries Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyCompany on or prior to the Closing Date. After the Closing Date, no party none of the Acquired Companies shall have any rights or obligations under any such terminated Tax sharing agreementSharing Agreement or any other Tax Sharing Agreement whether for the current year, a future year or a past year.

Tax Sharing Agreements. The Seller shall cause the provisions of any and all Tax sharing agreement or similar arrangement agreements between the Seller or any of its Affiliates, on affiliates (other than the one handCompanies), and the Acquired Company and/or any of the Subsidiaries on the other handCompanies, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements.

Tax Sharing Agreements. Seller shall cause all Tax sharing, distribution, or indemnification agreements providing for the provisions sharing of any Tax sharing agreement or similar arrangement between liabilities to which the Company, on one hand, and Seller or any of its AffiliatesAffiliates (other than the Company), on the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, is a party to be terminated as of as of 12:01 a.m. Central time on or before the Closing Date and the Company to not be bound thereby or have any Liability thereunder with respect to such Acquired Company. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementtaxable period.

Tax Sharing Agreements. Seller shall cause have caused the ---------------------- provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on Affiliates (other than the one hand, Subject Company) and the Acquired Subject Company and/or any of the Subsidiaries on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. The Principal Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between any Seller or any of its Affiliatesaffiliates (other than the Company), on the one hand, and the Acquired Company and/or any of the Subsidiaries Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller Sellers shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller Sellers or any Affiliate of its AffiliatesSellers, on the one hand, and the Acquired Subject Company and/or any of the Subsidiaries on the other hand, to be terminated on or before prior to the Closing Date with respect to such Acquired CompanyEffective Time. After the Closing DateEffective Time, no party shall have any rights or obligations under any such terminated Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement Sharing Agreement between Seller or any Affiliate of its AffiliatesSeller other than the Company, on the one hand, and the Acquired Company and/or any of the Subsidiaries Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired Companythe Company prior to the Closing Date. After the Closing Date, no party the Company shall not have any rights or obligations under any such terminated Tax sharing agreementSharing Agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its AffiliatesAffiliates other than the Acquired Companies, on the one hand, and the Acquired Company and/or any of the Subsidiaries Acquired Companies on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreements.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on pertaining to the one hand, and the Acquired Company and/or any of the Subsidiaries on the other hand, Companies to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall Party will have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller (a) The Sellers shall cause the provisions of any Tax sharing agreement Sharing Agreement or similar arrangement between Seller the Sellers or any of its Affiliates, on their affiliates (other than the one hand, Companies) and the Acquired Company and/or any of the Subsidiaries on the other handCompanies, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementSharing Agreement.

Tax Sharing Agreements. Seller The Sellers shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its AffiliatesBally Entity, on the one hand, and the Acquired Company and/or any of the Subsidiaries Company, on the other hand, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between Seller or any of its Affiliates, on Affiliates (other than the one handCompanies), and the Acquired Company and/or any of the Subsidiaries on the other handCompanies, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreementagreement and the Companies shall not be bound thereby or have any liability thereunder.

Tax Sharing Agreements. Prior to the Closing, Seller shall will cause the provisions of any all Tax sharing agreement agreements with respect to or similar arrangement between Seller involving the Company or any of its AffiliatesSubsidiaries, on or to which the one hand, and the Acquired Company and/or or any of the its Subsidiaries on the other handis a party, to be terminated on or before as to the Company and its Subsidiaries so that, no later than as of the Closing Date with respect to such Acquired Company. After and thereafter, the Closing Date, no party Company and its Subsidiaries shall have any rights no liability or obligations obligation under any such Tax sharing agreementagreement for any past, present or future period or event.

Tax Sharing Agreements. Seller shall cause the provisions of any Tax sharing agreement or similar arrangement between (i) Seller or any of its Affiliates, on affiliates (other than the one hand, Company and the Acquired Subsidiaries) and (ii) the Company and/or or any of the Subsidiaries on the other handSubsidiary, to be terminated on or before the Closing Date with respect to such Acquired CompanyDate. After the Closing Date, no party shall have any rights or obligations under any such Tax sharing agreement.