Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either Company or any 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 either Company or any Subsidiary for all Pre-Closing Tax 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 Tax Effective as of the Closing Date, any and all tax sharing or allocation agreements or arrangements to which either the Company or any of its Subsidiaries is a party or may have any liability or obligation to shall be terminated effective as such that none of Buyer, the Closing. After the ClosingCompany, this Agreement shall be the sole Tax sharing agreement relating to either Company any of its Subsidiaries or any Subsidiary for all Pre-Closing Tax Periodscounterparty thereto shall have any further liability thereunder.
Appears in 3 contracts
Samples: Merger Agreement (VERRA MOBILITY Corp), Merger Agreement (PTC Inc.), Merger Agreement (Costar Group, Inc.)
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either the Company or any of its Subsidiaries Subsidiary is a party or may have any liability or obligation shall be terminated effective as of the ClosingClosing Date. After the ClosingClosing Date, this Agreement shall be the sole Tax sharing agreement relating to either the Company or any Subsidiary for all Pre-Closing Effective Tax PeriodsPeriods (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 All Tax sharing agreements Sharing Agreements with respect to Company and its Subsidiaries or arrangements to which either Company or any of its Subsidiaries is a party or may have any liability or obligation shall be terminated effective to the extent such Tax Sharing Agreement relates to the Company or its Subsidiaries as of the Closing. After day immediately preceding the Closing, this Agreement Closing Date and none of Company nor its Subsidiaries shall be the sole Tax sharing agreement relating to either Company bound thereby or have any Subsidiary for all Pre-Closing Tax Periods.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 agreements sharing, Tax allocation or arrangements to which either Company or Tax indemnity agreements, except for this Agreement, between any of its Subsidiaries is a party or may have Group Company, on the one hand, and any liability or obligation Retained Company, on the other hand, shall be terminated effective as of the Closing. After Closing Date to the Closing, this Agreement shall be extent they relate to the sole Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax PeriodsGroup Companies.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Sunpower Corp), Stock Purchase Agreement (Harsco Corp)
Tax Sharing Agreements. Any Tax sharing agreements allocation, sharing, indemnity or arrangements similar agreement to which either the Company or any of its Subsidiaries is a party or under which it may have any liability or obligation shall Liability will 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 Tax Periods.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ooma Inc), Agreement and Plan of Merger (Zynga Inc)
Tax Sharing Agreements. Any Tax All tax sharing agreements or arrangements similar agreements (other than commercial agreements not primarily relating to which either Taxes) with respect to or involving the Company or any of its Subsidiaries is a party Subsidiaries, except for such agreements and arrangements solely with respect to or may have any liability involving the Company and or obligation its Subsidiaries, shall be terminated effective as of the Closing. After Closing Date and, after the ClosingClosing Date, this Agreement no such party shall be the sole Tax sharing agreement relating to either Company bound thereby or have any Subsidiary for all Pre-Closing Tax PeriodsLiability thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Fresenius Medical Care AG & Co. KGaA), Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)
Tax Sharing Agreements. Any Tax All contracts, agreements, or other arrangements regarding the sharing agreements or arrangements allocation of either Liability for Taxes or payment of Taxes to which either Company or any of its Subsidiaries Acquired Entity is a party or may have by which any liability or obligation shall Acquired Entity is bound will be terminated effective as of the Closing. After the Closing, this Agreement shall be the sole Closing Date (and will have no further effect for any Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax Periodsperiod).
Appears in 2 contracts
Samples: Share Purchase Agreement (Quinstreet, Inc), Share Purchase Agreement
Tax Sharing Agreements. Any Tax sharing agreements or arrangements agreement with respect to which either the Company is or any of its Subsidiaries is has been a party or may have any liability or obligation shall be terminated effective as prior to the date of the Closing. After the Closing, this Agreement shall be and will have no further effect for any taxable year or period prior to, including, or following the sole Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax Periodsdate of this Agreement.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Complete Business Solutions Inc), Stock Purchase Agreement (Medaphis Corp)
Tax Sharing Agreements. Any Tax allocation or sharing agreements or arrangements agreement to which either the Company or any of its the Company Subsidiaries is a party or may have any liability or obligation shall be terminated effective as of on or before the ClosingClosing Date. After the ClosingClosing Date, this Agreement no party shall be the sole have any rights or obligations under any such Tax allocation or sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax Periodsagreement.
Appears in 1 contract
Samples: Merger Agreement (Earthlink Inc)
Tax Sharing Agreements. Any Tax All tax sharing agreements or arrangements similar agreements to which either the Company or any of its Subsidiaries is a party will terminate on or may prior to the Closing Date, and the Company will not have any liability liabilities under, or obligation shall otherwise be terminated effective as of bound by, such agreements after 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 Tax PeriodsDate.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Imperial Sugar Co /New/)
Tax Sharing Agreements. Any Tax sharing agreements or arrangements Sharing Agreement to which either the Company or any of its Subsidiaries is a party (other than any Tax Sharing Agreement to which only the Company or may have any liability or obligation its Subsidiaries is party) shall be terminated effective with respect to the Company and each Subsidiary 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 Tax PeriodsDate and have no further effect thereafter.
Appears in 1 contract
Samples: Merger Agreement (Illumina Inc)
Tax Sharing Agreements. Any All Tax sharing sharing, Tax indemnity, Tax allocation or similar agreements or arrangements (whether oral or written) with respect to which or involving either Company Company, on the one hand, and any Affiliate of either Company, on the other hand, shall be terminated as of the Closing and, after the Closing, the Companies shall not be bound thereby or any 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 either Company or any Subsidiary for all Pre-Closing Tax Periodsthereunder.
Appears in 1 contract
Samples: Master Purchase Agreement (EQT Corp)
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either Company or any of its Subsidiaries is the Companies are 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 either Company or any Subsidiary the Companies for all Pre-Closing Tax Periods.
Appears in 1 contract
Tax Sharing Agreements. Any Tax All tax sharing agreements or arrangements similar agreements to which either Company or any of its Subsidiaries the Companies is a party will terminate on or may prior to the Closing Date, and none of the Companies will have any liability liabilities under, or obligation shall otherwise be terminated effective as of bound by, such agreements after 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 Tax PeriodsDate.
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Tax Sharing Agreements. Any Tax (a) The parties acknowledge that any and all existing tax sharing agreements or arrangements to which either binding or benefiting the Company or any of its Subsidiaries is a party or may have any liability or obligation shall be terminated effective as of the Closing. After close of business on the Closing, this Agreement Closing Date.
(b) Any amounts due from or to the Company under any tax sharing agreement shall be paid by the sole Tax sharing agreement relating to either Company appropriate party immediately before the Closing Date and as of the Closing Date there shall be no amounts payable or receivable under any Subsidiary for all Pre-Closing Tax Periodssuch agreements.
Appears in 1 contract
Tax Sharing Agreements. Any Tax sharing agreements allocation, sharing, indemnity or arrangements similar agreement to which either Company the Company, Blocker or any of its Subsidiaries is the PCs are a party or under which it may have any liability or obligation shall Liability will 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 Tax Periods.
Appears in 1 contract
Samples: Membership Interest and Stock Purchase Agreement (SOC Telemed, Inc.)
Tax Sharing Agreements. Any All Tax allocation agreements, Tax sharing agreements or arrangements to which either similar agreements (excluding, for the avoidance of doubt, this Agreement) dealing primarily with Taxes between the Company or any of its Subsidiaries is a party and any Securityholder or may any of their Affiliates (other than any Group Company) will be terminated on or before the Closing Date and, after the Closing Date, no Group Company will be bound thereby or 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 either Company or any Subsidiary for all Pre-Closing Tax Periodsthereunder.
Appears in 1 contract
Samples: Merger Agreement (Foster L B Co)
Tax Sharing Agreements. Any Tax sharing agreements agreement, arrangement or arrangements policy (whether written or oral) to which either Company or any of its the Acquired Subsidiaries is a party or may have by which any liability or obligation of the Acquired Subsidiaries is bound shall be terminated effective as of immediately prior to 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 Tax Periods.
Appears in 1 contract
Tax Sharing Agreements. Any Tax sharing agreements sharing, indemnification or arrangements allocation agreement or arrangement to which either the Company or any of its Subsidiaries is a party or may have any liability or obligation by it is bound shall be terminated effective as of the Closing. After , and the Closing, this Agreement Company shall be the sole Tax sharing agreement relating not have any liability pursuant to either Company or any Subsidiary for all Pre-Closing Tax Periodssuch agreement.
Appears in 1 contract
Samples: Unit Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Tax Sharing Agreements. Any Tax sharing agreements sharing, indemnity, allocation or arrangements similar agreement, arrangement or policy (whether written or oral) to which either the Company or any of its Subsidiaries Company Subsidiary is a party or may have by which it is bound or pursuant to which it otherwise would owe any liability or obligation amount shall be terminated effective as of immediately prior to 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 Tax Periods.
Appears in 1 contract
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either the Company or any of its Subsidiaries Subsidiary is a party or may have any liability or obligation (other than any Tax sharing agreement or arrangement which may be deemed to exist pursuant to the terms of any Lease) shall be terminated effective as of the 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 terms of any Lease) relating to either the Company 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 Tax tax sharing agreements or arrangements to which either the Company or any of its Subsidiaries is a party or may have any liability or obligation shall be terminated effective terminate as of the Closing. After , and thereafter, the ClosingCompany shall have no liability or obligation under any such tax sharing agreements, this Agreement shall be whether attributable to periods before or subsequent to the sole Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax PeriodsDate.
Appears in 1 contract
Samples: Stock Purchase Agreement (Great American Management & Investment Inc)
Tax Sharing Agreements. Any All Tax sharing agreements or arrangements Sharing Agreements to which either the Company or any of its Subsidiaries is a party and pursuant to which the Company or the Acquiror may have obligations or responsibilities with respect to Taxes or shall be terminated prior to the Closing, and, after the Closing Date, the Company shall not have any further obligations or responsibilities or 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 either Company or any Subsidiary for all Pre-Closing Tax Periodsthereunder.
Appears in 1 contract
Samples: Merger Agreement (Cure Pharmaceutical Holding Corp.)
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to under which either the Company or any 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 either the Company or any Subsidiary 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 Tax sharing agreements or arrangements to which either Company All liabilities and obligations between Seller or any of its Subsidiaries is a party or may have Affiliates (other than the Company and its Subsidiaries), on the one hand, and the Company and its Subsidiaries, on the other hand, under any liability or obligation Tax sharing agreement in effect prior to the Closing Date (other than this Agreement) shall be terminated effective cease and terminate as of the ClosingClosing Date. After the ClosingClosing Date, this Agreement no party shall be the sole have any rights or obligations under any such Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax Periodsagreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (PNC Financial Services Group Inc)
Tax Sharing Agreements. Any Tax Effective as of the Closing, any and all tax sharing or allocation agreements or arrangements to which either the Company or any of its Subsidiaries is a party (other than any Commercial Tax Agreements or may have any liability agreements or obligation arrangements between the Company and a party other than a member of the Seller Group) shall be terminated effective as such that none of Buyer or the Closing. After the Closing, this Agreement Company shall be the sole Tax sharing agreement relating to either Company or have any Subsidiary for all Pre-Closing Tax Periodsfurther liability thereunder.
Appears in 1 contract
Tax Sharing Agreements. Any Tax All tax sharing agreements or arrangements similar agreements, if any, to which either the Company or any of its Subsidiaries is a party or may have any liability or obligation by which the Company is bound shall be terminated effective as upon consummation of the Closing. After Closing on the ClosingClosing Date; thereafter, this Agreement the Company shall be the sole Tax sharing agreement relating to either Company not have any further rights or any Subsidiary for all Pre-Closing Tax Periodsobligations thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastern Insurance Holdings, Inc.)
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either the Company or any 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 either the Company or any Subsidiary for all Pre-Closing Tax Periods.
Appears in 1 contract
Tax Sharing Agreements. Any Tax sharing agreements or arrangements to which either any Company or any 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 either any Company or any Subsidiary for all Pre-Closing Tax Periods.
Appears in 1 contract
Tax Sharing Agreements. Any Tax sharing agreements sharing, Tax allocation, Tax indemnity or arrangements similar agreement or arrangement to which either any Acquired Company or any 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 either Company or any Subsidiary for all Pre-Closing Tax Periods.
Appears in 1 contract
Samples: Merger Agreement (Middleby Corp)
Tax Sharing Agreements. Any The provisions of any Tax sharing agreements or arrangements to which either Company agreement between Seller or any of its Affiliates, on the one hand, and any of the Company and the Subsidiaries is a party or may have any liability or obligation shall on the other hand, will be terminated effective as of on or before the ClosingClosing Date. After the ClosingClosing Date, this Agreement no party shall be the sole have any rights or obligations under any such Tax sharing agreement relating to either Company or any Subsidiary for all Pre-Closing Tax Periodsagreements.
Appears in 1 contract
Samples: Stock Purchase Agreement (CSX Corp)