Tax Sharing Obligations Sample Clauses

Tax Sharing Obligations. (a) SureBeam shall be liable for and pay, and shall indemnify, defend, and hold harmless Titan and the Titan Indemnified Parties from and against, any and all loss, cost, damage or expense, including reasonable attorneys’ fees and costs incurred or suffered by Titan or one or more of the Titan Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any SureBeam Taxes and (ii) any amount determined to be SureBeam’s liability under Section 3.4. SureBeam shall be entitled to any refund of or credit for Taxes for which SureBeam is responsible under this Section 3.3(a).
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Tax Sharing Obligations. SureBeam shall be liable for and pay, and shall indemnify, defend, and hold harmless Titan and the Titan Indemnified Parties from and against, any and all loss, cost, damage or expense, including reasonable attorneys’ fees and costs incurred or suffered by Titan or one or more of the Titan Indemnified Parties in connection with, relating to, arising out of or due to, directly or indirectly (i) any SureBeam Taxes and (ii) any amount determined to be SureBeam’s liability under Section 3.4. SureBeam shall be entitled to any refund of or credit for Taxes for which SureBeam is responsible under this Section 3.3(a). Titan shall be liable for and pay, and shall indemnify, defend, and hold harmless SureBeam and the SureBeam Indemnified Parties from and against, any and all loss, cost, damage or expense, including reasonable attorneys’ fees and costs incurred or suffered by SureBeam or one or more of the SureBeam Indemnified Parties in connection with, relating to, arising out of, or due to, directly or indirectly (i) any Titan Taxes and Titan shall be entitled to any refund of or credit for Taxes for which Titan is responsible under this Section 3.3(b). Except as set forth in this Agreement or the Tax Allocation Agreement and in consideration of the mutual indemnities and other obligations of this Agreement, any and all prior Tax sharing agreements or practices between any member of the Titan Group and any member of the SureBeam Group shall be terminated with respect to the SureBeam Group as of the Distribution Date.
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Tax Sharing Obligations 
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Related to Tax Sharing Obligations

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Closing Obligations At the Closing:

  • Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:

  • Ongoing Obligations I reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Confidentiality and Inventions Assignment Agreement between me and the Company dated _______________, 20__ (the “Confidentiality Agreement ”), including, without limitation, my obligations to maintain the confidentiality of all confidential and proprietary information of the Company, to return to the Company (in good condition) all of the Company’s equipment, property, and documents (whether in paper, electronic, or other format, and all copies thereof) that are in my possession or control, and refrain from certain solicitation activities for a twelve (12) month period after my employment ends. I acknowledge that the execution of Exhibit A to the Confidentiality Agreement, entitled “Anthera Pharmaceuticals, Inc. Termination Certification” (the “Certification”), is required by the Confidentiality Agreement and accordingly agree to sign and return to the Company, at the same time I return the Release, the Certification (attached hereto as Appendix A) as a condition to my entitlement to the Separation Benefits. I also reaffirm my ongoing obligations under the Anthera Pharmaceuticals, Inc. Statement of Company Policy Regarding Xxxxxxx Xxxxxxx and Disclosure of Material Non-Public Information (the “Xxxxxxx Xxxxxxx Policy”) and agree that those obligations continue to apply following my separation from employment, until such time as any material, nonpublic information possessed by me has become public or is no longer material, but not to exceed 12 months. Without limiting the foregoing, I acknowledge and agree that I shall continue to be subject to the remainder of any Quarterly Black-Out or Special Black-Out (as defined in the Xxxxxxx Xxxxxxx Policy), if such black-out period was instituted prior to my separation from employment.

  • Existing Obligations The terms of the Award Agreement shall not in any way (a) limit your obligations pursuant to any other agreements with the Corporation or any of its Affiliates or other corporate plans or policies applicable to you; or (b) limit the Corporation’s or your Employer’s rights to exercise any remedies it may have under Applicable Laws or under the terms of such other agreements, plans or policies.

  • Tax Sharing Any and all existing Tax Sharing Agreements between any Purchased Subsidiary and any member of a Seller Group shall be terminated prior to the Closing Date. After such date none of the Purchased Subsidiaries, Seller or any Affiliate of Seller shall have any further rights or liabilities thereunder.

  • Certain Post-Closing Obligations As promptly as practicable, and in any event within the time periods after the Effective Date specified in Schedule 5.14 or such later date as the Administrative Agent reasonably agrees to in writing, including to reasonably accommodate circumstances unforeseen on the Effective Date, Holdings, the Parent Borrower and each other Loan Party shall deliver the documents or take the actions specified on Schedule 5.14 that would have been required to be delivered or taken on the Effective Date but for the proviso to Section 4.01(f), in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of the term “Collateral and Guarantee Requirement”.

  • Continuing Obligations The obligations in this Clause 30 are continuing and, in particular, shall survive and remain binding on each Creditor Party for a period of 12 months from the earlier of:

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