Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, shall be terminated as of the Closing Date to the extent they relate to the Group Companies.

Appears in 3 contracts

Samples: Equity Purchase Agreement (Sunpower Corp), Stock Purchase Agreement (Harsco Corp), Stock Purchase Agreement (Stericycle Inc)

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Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements to which either Company or any Group Company, on the one hand, and of its Subsidiaries is a party or may have any Retained Company, on the other hand, liability or obligation shall be terminated effective as of the Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Date to the extent they relate to the Group CompaniesTax Periods.

Appears in 3 contracts

Samples: Purchase Agreement (Peak Resorts Inc), Purchase Agreement (Peak Resorts Inc), Purchase Agreement (American Skiing Co /Me)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation All tax sharing agreements or Tax indemnity agreementssimilar agreements (other than commercial agreements not primarily relating to Taxes) with respect to or involving the Company or its Subsidiaries, except for this Agreement, between any Group Company, on such agreements and arrangements solely with respect to or involving the one hand, Company and any Retained Company, on the other handor its Subsidiaries, shall be terminated as of the Closing Date to and, after the extent they relate to the Group CompaniesClosing Date, no such party shall be bound thereby or have any Liability thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements to which the Company or any Group Company, on the one hand, and Subsidiary is a party or may have any Retained Company, on the other hand, liability or obligation shall be terminated effective as of the Closing Date Date. After the Closing Date, this Agreement shall be the sole Tax sharing agreement relating to the extent they relate to the Group CompaniesCompany or any Subsidiary for all Pre-Effective Tax Periods (as defined below).

Appears in 2 contracts

Samples: Stock Purchase Agreement (Capstead Mortgage Corp), Stock Purchase Agreement (Brookdale Senior Living Inc.)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, shall be terminated Effective as of the Closing Date Date, any and all tax sharing or allocation agreements or arrangements to which the extent they relate Company or any of its Subsidiaries is a party to shall be terminated such that none of Buyer, the Group CompaniesCompany, any of its Subsidiaries or any counterparty thereto shall have any further liability thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (PTC Inc.), Agreement and Plan of Merger (Costar Group, Inc.)

Tax Sharing Agreements. Any All Tax Sharing Agreements with respect to Company and all existing Tax sharing, Tax allocation its Subsidiaries or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, to which Company or its Subsidiaries is a party shall be terminated to the extent such Tax Sharing Agreement relates to the Company or its Subsidiaries as of the day immediately preceding the Closing Date to the extent they relate to the Group Companies.and none of Company nor its Subsidiaries shall be bound thereby or have any obligation thereunder at any time thereafter. 6N.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Talen Energy Supply, LLC), Purchase and Sale Agreement (Talen Energy Supply, LLC)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreement with respect to which the Company is or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, has been a party shall be terminated as of the Closing Date prior to the extent they relate to date of this Agreement and will have no further effect for any taxable year or period prior to, including, or following the Group Companiesdate of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Complete Business Solutions Inc), Stock Purchase Agreement (Medaphis Corp)

Tax Sharing Agreements. Any and all existing Tax sharingAll contracts, Tax allocation or Tax indemnity agreements, except or other arrangements regarding the sharing or allocation of either Liability for this Agreement, between Taxes or payment of Taxes to which Acquired Entity is a party or by which any Group Company, on the one hand, and any Retained Company, on the other hand, shall Acquired Entity is bound will be terminated as of the Closing Date to the extent they relate to the Group Companies(and will have no further effect for any Tax period).

Appears in 2 contracts

Samples: Share Purchase Agreement (Quinstreet, Inc), Share Purchase Agreement

Tax Sharing Agreements. Any and all existing Tax allocation, sharing, Tax allocation indemnity or Tax indemnity agreements, except for this Agreement, between similar agreement to which the Company or any Group Company, on the one hand, and any Retained Company, on the other hand, shall of its Subsidiaries is a party or under which it may have Liability will be terminated effective as of the Closing Date to the extent they relate to the Group CompaniesClosing.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Ooma Inc), Agreement and Plan of Merger (Zynga Inc)

Tax Sharing Agreements. Any Tax sharing or allocation agreements or arrangements, whether formal or informal, that may exist between the Seller and all existing Tax sharing, Tax allocation the Company or Tax indemnity agreements, except for this Agreement, between any Group Company, on of its Subsidiaries shall terminate with respect to the one hand, Company and any Retained Company, on the other hand, shall be terminated its Subsidiaries as of the Closing. All Taxes related to the periods (or partial periods) ending on or before the Closing Date to will be included in the extent they relate to intercompany accounts and will be settled under the Group Companiesprovisions of Section 6.04 of this Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Monotype Imaging Holdings Inc.)

Tax Sharing Agreements. Any and all existing All Tax sharingallocation agreements, Tax allocation sharing agreements or Tax indemnity agreementssimilar agreements (excluding, except for the avoidance of doubt, this Agreement, ) dealing primarily with Taxes between the Company or any of its Subsidiaries and any Securityholder or any of their Affiliates (other than any Group Company, on the one hand, and any Retained Company, on the other hand, shall ) will be terminated as of on or before the Closing Date to and, after the extent they relate to the Closing Date, no Group CompaniesCompany will be bound thereby or have any liability thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Foster L B Co)

Tax Sharing Agreements. Any and all existing The provisions of any Tax sharing, Tax allocation sharing agreement between Seller or Tax indemnity agreements, except for this Agreement, between any Group Companyof its Affiliates, on the one hand, and any Retained Company, of the Company and the Subsidiaries on the other hand, shall will be terminated as of on or before the Closing Date to Date. After the extent they relate to the Group CompaniesClosing Date, no party shall have any rights or obligations under any such Tax sharing agreements.

Appears in 1 contract

Samples: Stock Purchase Agreement (CSX Corp)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements under which the Company or any Group Company, on the one hand, and of its Subsidiaries is a party or may have any Retained Company, on the other hand, liability or obligation shall be terminated effective as of the Closing Date Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement relating to the extent they relate to the Group CompaniesCompany or any of its Subsidiaries for all Pre-Closing Tax Periods.

Appears in 1 contract

Samples: Share Purchase Agreement (Health Care Property Investors Inc)

Tax Sharing Agreements. Any and all existing Tax sharing, Sharing Agreement to which the Company or any of its Subsidiaries is party (other than any Tax allocation Sharing Agreement to which only the Company or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, its Subsidiaries is party) shall be terminated with respect to the Company and each Subsidiary as of the Closing Date to the extent they relate to the Group Companiesand have no further effect thereafter.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Illumina Inc)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between sharing agreement to which the Company or any Group Company, on of the one hand, and any Retained Company, on the other hand, Company Subsidiaries is a party shall be terminated as of on or before the Closing Date to Date. After the extent they relate to the Group CompaniesClosing Date, no party shall have any rights or obligations under any such Tax allocation or sharing agreement.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Earthlink Inc)

Tax Sharing Agreements. Any and all existing Tax sharing, sharing agreements or arrangements to which the Company or any Subsidiary is a party or may have any liability or obligation (other than any Tax allocation sharing agreement or Tax indemnity agreements, except for this Agreement, between arrangement which may be deemed to exist pursuant to the terms of any Group Company, on the one hand, and any Retained Company, on the other hand, Lease) shall be terminated effective as of the Closing Date Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement (other than any Tax sharing agreement or arrangement which may be deemed to exist pursuant to the extent they relate terms of any Lease) relating to the Group CompaniesCompany or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)

Tax Sharing Agreements. Any and all existing All Tax sharing, Tax allocation Sharing Agreements with respect to any Acquired Company or Tax indemnity agreements, except for this Agreement, between to which any Group Company, on the one hand, and any Retained Company, on the other hand, Acquired Company is a party shall be terminated to the extent such Tax Sharing Agreement relates to any Acquired Company as of the day immediately preceding the Closing Date to the extent they relate to the Group Companiesand no Acquired Company shall be bound thereby or have any obligation thereunder at any time thereafter.

Appears in 1 contract

Samples: Acquisition Agreement (PPL Energy Supply LLC)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or allocation, Tax indemnity agreements, except for this Agreement, between or similar agreement or arrangement to which any Group Company, on the one hand, and any Retained Company, on the other hand, Acquired Company is a party shall be terminated effective as of the Closing Date to the extent they relate to the Group CompaniesClosing.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Middleby Corp)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements to which the Companies are a party or may have any Group Company, on the one hand, and any Retained Company, on the other hand, liability or obligation shall be terminated effective as of the Closing Date Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement relating to the extent they relate to the Group CompaniesCompanies for all Pre-Closing Tax Periods.

Appears in 1 contract

Samples: Stock Purchase Agreement (Peak Resorts Inc)

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Tax Sharing Agreements. Any and all existing All Tax sharingSharing Agreements, Tax allocation if any, to which Holdings, the Company or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, of their Subsidiaries is a party shall be terminated terminate as of the Closing Date to the extent they relate to the Group CompaniesEffective Time, so that after such time such entities will have no further rights or obligations thereunder or in respect thereof.

Appears in 1 contract

Samples: Merger Agreement (Redfin Corp)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements to which the Company or any Group Company, on the one hand, and of its Subsidiaries is a party or may have any Retained Company, on the other hand, liability or obligation shall be terminated effective as of the Closing Date Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement relating to the extent they relate to the Group CompaniesCompany or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Samples: Purchase Agreement (American Skiing Co /Me)

Tax Sharing Agreements. Any and all existing Tax allocation, sharing, Tax allocation indemnity or Tax indemnity agreements, except for this Agreement, between any Group similar agreement to which the Company, on Blocker or the one hand, and any Retained Company, on the other hand, shall PCs are a party or under which it may have Liability will be terminated effective as of the Closing Date to the extent they relate to the Group CompaniesClosing.

Appears in 1 contract

Samples: Interest and Stock Purchase Agreement (SOC Telemed, Inc.)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between any Group Company, on tax sharing agreements to which the one hand, and any Retained Company, on the other hand, Company is a party shall be terminated terminate as of the Closing Date Closing, and thereafter, the Company shall have no liability or obligation under any such tax sharing agreements, whether attributable to periods before or subsequent to the extent they relate to the Group CompaniesClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great American Management & Investment Inc)

Tax Sharing Agreements. Any Effective as of the Closing, any and all existing tax sharing or allocation agreements or arrangements to which the Company is a party (other than any Commercial Tax sharing, Tax allocation Agreements or Tax indemnity agreements, except for this Agreement, agreements or arrangements between any Group Company, on the one hand, Company and any Retained Company, on a party other than a member of the other hand, Seller Group) shall be terminated as such that none of Buyer or the Closing Date to the extent they relate to the Group CompaniesCompany shall have any further liability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cott Corp /Cn/)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation sharing agreements or Tax indemnity agreements, except for this Agreement, between arrangements to which any Group Company, on the one hand, and Company or any Retained Company, on the other hand, of its Subsidiaries is a party or may have any liability or obligation shall be terminated effective as of the Closing. After the Closing, this Agreement shall be the sole Tax sharing agreement relating to any Company or any Subsidiary for all Pre-Closing Date to the extent they relate to the Group CompaniesTax Periods.

Appears in 1 contract

Samples: Purchase Agreement (American Skiing Co /Me)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity All tax sharing agreements, except for this other than the Company Tax Sharing Agreement, between any Group Company, on to which the one hand, and any Retained Company, on the other hand, Company is a party shall be terminated effective as of the Closing Date to the extent they relate to the Group CompaniesDate.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Telex Communications Inc)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between any Group Company, on sharing agreements to which the one hand, and any Retained Company, on the other hand, Company is a party shall be terminated as of the Closing Date date hereof. After the date hereof, the Company shall not have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to the extent they relate to the Group Companies.Company for all Pre-

Appears in 1 contract

Samples: Stock Purchase Agreement (Eagle Pacific Industries Inc/Mn)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation or Tax indemnity agreements, except for this Agreement, between any Group Company, on the one hand, and any Retained Company, on the other hand, shall be terminated Effective as of the Closing Date Date, any and all tax sharing or allocation agreements or arrangements to which the extent they relate Company or any of its Subsidiaries 57 is a party to shall be terminated such that none of Buyer, the Group CompaniesCompany, any of its Subsidiaries or any counterparty thereto shall have any further liability thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (VERRA MOBILITY Corp)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax allocation All tax sharing agreements or Tax indemnity agreements, except for this Agreement, between any Group Company, similar agreements to which the Company is a party will terminate on or prior to the one handClosing Date, and the Company will not have any Retained Companyliabilities under, on the other handor otherwise be bound by, shall be terminated as of such agreements after the Closing Date to the extent they relate to the Group CompaniesDate.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Imperial Sugar Co /New/)

Tax Sharing Agreements. Any and all existing Tax sharing, Tax indemnification or allocation agreement or Tax indemnity agreements, except for this Agreement, between any Group Company, on arrangement to which the one hand, and any Retained Company, on the other hand, Company is a party or by it is bound shall be terminated effective as of the Closing Date Closing, and the Company shall not have any liability pursuant to the extent they relate to the Group Companiesany such agreement.

Appears in 1 contract

Samples: Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)

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