Common use of Tax Sharing, Consolidation and Similar Arrangements Clause in Contracts

Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, (i) none of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other Person; (ii) none of the Acquired Companies is party to any Tax Sharing Agreement; (iii) no amount of the type described in clause (ii) or (iii) of the definition of “Tax” is currently payable by any of the Acquired Companies, regardless of whether such Tax is imposed on any of the Acquired Companies; and (iv) none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)

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Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on Section 3.11(e4.11(e) of the Company Disclosure Schedule, (i) none of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other Person; (ii) none of the Acquired Companies is party to any Tax Sharing Agreement; (iii) no amount of the type described in clause (iiB) or (iiiC) of the definition of “Covered Tax” is currently payable by any of the Acquired Companies, regardless of whether such Tax is imposed on any of the Acquired Companies; and (iv) none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Merger Agreement (Communications Sales & Leasing, Inc.)

Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on Section 3.11(e) of the Company Disclosure Schedule, (i) none None of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other Person; (ii) none of the Acquired Companies is party to any Tax Sharing Agreement; (iii) no amount of the type described in clause (ii) or (iii) of the definition of “Covered Tax” is currently payable by any of the Acquired Companies, regardless of whether such Tax is imposed on any of the Acquired Companies; and (iv) none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Merger Agreement (Globalstar, Inc.)

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Tax Sharing, Consolidation and Similar Arrangements. Except as set forth on in Section 3.11(e3.27(e) of the Company Disclosure Schedule, (i) none neither the Company nor any of the Acquired Companies its Subsidiaries has been a member of an affiliated, consolidated, combined or unitary group other than one of which the Company a Seller was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other Person; (ii) none neither the Company nor any of the Acquired Companies its Subsidiaries is party to any Tax Sharing AgreementAgreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of “Tax”; (iii) no amount of the type described in clause (ii) or (iii) of the definition of “Tax” is currently payable by either the Company or any of the Acquired Companiesits Subsidiaries, regardless of whether such Tax is imposed or asserted by a Taxing Authority on the Company or any of the Acquired Companiesits Subsidiaries; and (iv) none neither the Company nor any of the Acquired Companies its Subsidiaries has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of the Company or any of the Acquired Companies its Subsidiaries affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barnes & Noble Inc)

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