Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Company and any member of the Seller Group shall be terminated as of the Effective Time. After such date none of the Purchased Companies, Seller and any Affiliate of Seller shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Asset and Stock Purchase Agreement (Darden Restaurants Inc), Asset and Stock Purchase Agreement (Darden Restaurants Inc)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, Agreements between any Purchased the Company and any member of the Seller Group shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased CompaniesCompany, any Seller and or any Affiliate of any Seller shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to the Company for all Pre-Closing Tax Periods.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (Arrowhead Research Corp)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Company Subsidiary and any member of the Seller Group shall be terminated as of the Effective TimeInitial Closing. After such date none of the Purchased CompaniesSubsidiaries, Seller and any Affiliate of Seller shall be bound thereby or have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.), Asset and Equity Purchase Agreement (Del Frisco's Restaurant Group, Inc.)
Tax Sharing. Any and all existing Tax Sharing Agreementsindemnity, except for this Agreement, Tax allocation or Tax sharing agreements between any Purchased Company or any Subsidiary and any other member of the Seller Group shall be terminated as of the Effective TimeClosing Date. After such date date, none of the Purchased Companies, any Subsidiary, Seller and or any Affiliate of Seller shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to any Company or any Subsidiary for any Pre-Closing Tax Period.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Decrane Aircraft Holdings Inc), Stock Purchase Agreement (Decrane Holdings Co)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, Agreements between any Purchased Company Subsidiary and any member of the a Seller Group shall be terminated as of prior to the Effective TimeClosing Date. After such date none of the Purchased CompaniesSubsidiaries, Seller and or any Affiliate of Seller shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Conagra Foods Inc /De/), Stock Purchase Agreement (TreeHouse Foods, Inc.)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, sharing agreements between any Purchased Company or Subsidiary and any member of the a Seller Group shall be terminated as of the Effective TimeClosing Date. After such date date, none of the Purchased Companies, their Subsidiaries, any Seller and nor any Affiliate of Seller the Sellers shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (V F Corp)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Company Subsidiary and any member of the Seller Group shall be terminated as of the Effective TimeInitial Closing. After such date none of the Purchased CompaniesSubsidiaries, Seller and any Affiliate of Seller shall be bound thereby or have any further rights or liabilities thereunder. Section 7.07.
Appears in 1 contract
Samples: Asset and Equity Purchase Agreement
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, sharing agreements between the Business (including any Purchased Company Transferred Entity) and any member of the Seller Group or any of their affiliates, shall be terminated as of the Effective TimeClosing Date. After such date none neither any of the Purchased CompaniesTransferred Entities, any member of the Seller and Group, nor any Affiliate affiliate of any member of the Seller Group shall have any further rights or liabilities Liabilities thereunder.
Appears in 1 contract
Tax Sharing. Any and all existing Tax Sharing Agreementssharing agreements (whether or not written) between the Company or any Subsidiary, except for this Agreementon the one hand, between any Purchased Company and any member of the Seller Group Group, on the other hand, shall be terminated as of the Effective TimeClosing Date. After such date none of neither the Purchased Companies, Company nor any Subsidiary nor Seller and nor any Affiliate of Seller shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement between the Company or any Subsidiary, on the one hand, and any member of the Seller Group, on the other hand.
Appears in 1 contract
Samples: Stock Purchase Agreement (Harry & David Holdings, Inc.)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, Agreements between any Purchased Company Acquired Subsidiary and any member of the Seller Group shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased Companies, Seller and any Affiliate of Seller Acquired Subsidiaries shall have any further rights or liabilities thereunder. Except as approved in writing by Buyer prior to Closing, all powers of attorney authorizing any party to represent an Acquired Subsidiary shall be terminated on or before the Closing Date.
Appears in 1 contract
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, Agreements between any the Purchased Company Subsidiaries and any member of the Seller Group shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased CompaniesSubsidiaries, Seller and nor any Affiliate of Seller shall have any further rights or liabilities thereunderthereunder (except for the rights and obligations with respect to Indemnified Taxes under this Agreement).
Appears in 1 contract
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, Agreements between any Purchased Company Company, on one hand, and any member of the Seller Group (other than any Company), on the other, shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased Companies, Seller and or any Affiliate of Seller shall have any further rights or liabilities thereunder.
Appears in 1 contract
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Company Subsidiary and any member of the a Seller Group shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased CompaniesSubsidiaries, Seller and or any Affiliate of Seller shall have any further rights or liabilities thereunder.From and after the Closing Date, this Agreement shall be the sole Tax Sharing Agreement relating to the Purchased Subsidiaries for all Pre-Closing Tax Periods.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Regal Beloit Corp)
Tax Sharing. Any and all existing Tax Sharing Agreements, except for this Agreement, between any Purchased Company Subsidiary and any member of the a Seller Group shall be terminated as of the Effective TimeClosing Date. After such date none of the Purchased CompaniesSubsidiaries, Seller and or any Affiliate of Seller shall have any further rights or liabilities thereunder. From and after the Closing Date, this Agreement shall be the sole Tax Sharing Agreement relating to the Purchased Subsidiaries for all Pre-Closing Tax Periods.
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Regal Beloit Corp)