Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 21 contracts
Samples: Merger Agreement (SRAX, Inc.), Merger Agreement (VistaGen Therapeutics, Inc.), Merger Agreement (Medicine Man Technologies, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 10 contracts
Samples: Stock Purchase Agreement (LIVE VENTURES Inc), Limited Liability Company Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 8 contracts
Samples: Stock Purchase Agreement (Focus Universal Inc.), Membership Interest Purchase Agreement, Stock Purchase Agreement (Turning Point Brands, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Target Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Target Company nor any of its Subsidiaries or Representatives shall have any further rights or liabilities thereunder.
Appears in 7 contracts
Samples: Equity Purchase Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.), Merger Agreement (AIRO Group, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Sellers, nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 6 contracts
Samples: Membership Interest Purchase Agreement (Enservco Corp), Stock Purchase Agreement (Veroni Brands Corp.), Stock Purchase Agreement (Creatd, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Partnership shall be terminated as of the Closing Date. After such date neither the Company Partnership nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 6 contracts
Samples: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Seller, nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 5 contracts
Samples: Share Purchase Agreement (Hebron Technology Co., LTD), Stock Purchase Agreement (Phunware, Inc.), Stock Purchase Agreement (Dougherty's Pharmacy, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 5 contracts
Samples: Stock Purchase Agreement (Cosmos Holdings Inc.), Stock Purchase Agreement (Lannett Co Inc), Stock Purchase Agreement (R F Industries LTD)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any member of the Company Group shall be terminated as of the Closing Date. After such date neither none of the members of the Company Group, Seller, SED nor any of its their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 4 contracts
Samples: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon Sharing Agreements between the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company Company, any Subsidiary, Seller nor any Affiliate of its Representatives Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Jefferson Pilot Corp), Stock Purchase Agreement (Chubb Corp), Stock Purchase Agreement (Chubb Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 4 contracts
Samples: Equity Purchase Agreement (OneWater Marine Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (Intellinetics, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Initial Closing Date. After such date neither none of the Company, Company nor Parent or any of its their respective Affiliates or Representatives shall have any further rights or liabilities thereunder.
Appears in 4 contracts
Samples: Investment Agreement (Ascend Wellness Holdings, LLC), Investment Agreement (MedMen Enterprises, Inc.), Investment Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Acquired Company shall be terminated as of the Closing Date. After such date neither the Company no Acquired Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Focus Impact BH3 NewCo, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Seller, nor any of its Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Dalrada Financial Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither date, the Company nor any of its Representatives shall have any no further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives Subsidiaries shall have any further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Acreage Holdings, Inc.), Merger Agreement, Merger Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company nor any of its Subsidiaries or Representatives shall have any further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Merger Agreement (GigCapital2, Inc.), Merger Agreement (GigCapital2, Inc.), Merger Agreement (GigCapital2, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any Company or any of the Company Subsidiaries shall be terminated as of the Closing Date. After such date date, neither the such Company nor any of its Company Subsidiaries nor any of their Representatives shall have any further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Verano Holdings Corp.), Merger Agreement (Verano Holdings Corp.), Merger Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) binding upon oral, between the Company (or any Subsidiary or Affiliate of the Company), on the one hand, and any Subsidiary of the Company, on the other, shall be terminated by the Company and such Subsidiaries as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp), Stock Purchase Agreement (Statia Terminals Group Nv)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing allocation, indemnification or similar agreements (whether or arrangements, written or not) binding upon unwritten, between the Company Transferred Companies and Parent or any of its subsidiaries, predecessors or Affiliates (other than any of the Transferred Companies), shall be terminated as of the Closing Date. After such date neither the Company nor and there shall be no continuing obligation to make any of its Representatives shall have any further rights or liabilities payments thereunder.
Appears in 3 contracts
Samples: Merger Agreement (Cendant Stock Corp), Merger Agreement (Avis Rent a Car Inc), Agreement and Plan of Merger and Reorganization (Fah Co Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries (other than any such agreement reflected in a commercial Contract entered into in the ordinary course of business that does not primarily relate to Taxes) shall be terminated effective as of the Closing DateClosing. After such date neither the Company Company, any Equityholder, any Affiliate of any Equityholders, nor any of its Representatives their respective Representatives, shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OncoCyte Corp), Merger Agreement (OncoCyte Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the either Company shall be terminated as of the Closing Date. After such date neither the Company nor date, none of Companies, Seller, any of its Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date. After such date neither , the Company nor any of its Representatives shall not be bound thereby or have any further rights or liabilities liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Escalon Medical Corp), Stock Purchase Agreement (ERBA Diagnostics, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (whether written or not) binding upon similar arrangement involving the Company or to which the Company is a party shall be terminated with respect to the Company as of the Closing Date. After such date neither , and, after the Closing Date, the Company nor any of its Representatives shall not be bound thereby or have any further rights or liabilities liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Helix Technology Corp), Stock Purchase Agreement (Intermagnetics General Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Companies, Transferors nor any of its Transferors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Business Combination Agreement (MedMen Enterprises, Inc.), Business Combination Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date date, neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Merger Agreement (Meridian Bioscience Inc)
Termination of Existing Tax Sharing Agreements. Any Sellers shall cause the Company to terminate any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of prior to the Closing DateClosing. After such date neither the no Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP), Stock Purchase Agreement (EV Energy Partners, LP)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or the Shareholder shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Merger Agreement (4Front Ventures Corp.), Merger Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company and/or its Subsidiaries shall be terminated as of the Closing DateDate (other than ancillary provisions in any customary commercial contracts entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes). After such date neither the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 2 contracts
Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Company shall will be terminated as of the Closing Date. After such date neither the Company nor Companies, Sellers or any of its Sellers’ Affiliates and their respective Representatives shall will not have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (CST Brands, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of Prior to the Closing Date. After , the parties shall terminate any existing tax sharing agreements to the extent such date neither the Company nor agreement or arrangement binds Flavors or any of its Representatives subsidiaries. The preceding sentence shall have not apply to any further rights or liabilities thereunderagreement entered into in connection with this Agreement.
Appears in 2 contracts
Samples: Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc), Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, none of Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Tecogen Inc.), Membership Interest Purchase Agreement (Tecogen Inc.)
Termination of Existing Tax Sharing Agreements. Any At the request of Buyer, Seller shall cause the Company and its Subsidiaries to terminate any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated or any Subsidiary effective as of the Closing Date. After such date neither the Company nor any of its Representatives , and no party shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any of the Company Acquired Companies or relating to the Business or the Assets shall be terminated as of the Closing Date. After such date neither none of the Company nor Acquired Companies, Sellers or any of its their respective Affiliates or any of their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies (other than the French tax integration between the Companies) shall be terminated as of the Closing Date. After such date neither the Company Companies, the Contributors nor any of its the Contributors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Contribution Agreement, Stock Contribution Agreement (Apricus Biosciences, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company nor Company, Sellers or any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements Sharing Agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither date, none of the Company nor Company, the Stockholders, or any of its Representatives their Affiliates shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Research Solutions, Inc.), Merger Agreement (Research Solutions, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Share Exchange Agreement (U.S. NeuroSurgical Holdings, Inc.), Purchase Agreement (LIVE VENTURES Inc)
Termination of Existing Tax Sharing Agreements. Any Notwithstanding anything to the contrary in this Agreement, all liabilities, obligations and all existing other rights between any member of the Seller Group, on the one hand, and the Company Group, on the other hand, under any Tax sharing agreements or Tax indemnity agreement in effect prior to the Closing Date (whether written or notother than this Agreement) binding upon the Company shall be terminated cease and terminate as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunderDate as to all past, present and future taxable periods.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Corporation shall be terminated as of the Closing Date. After such date neither the Company Corporation nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Exchange (Royale Energy, Inc.), Agreement and Plan of Exchange (Royale Energy Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company (other than any commercial agreements entered into in the ordinary and usual course of business, the principal purpose of which does not relate to Tax) shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Erasca, Inc.), Merger Agreement (Erasca, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies shall be terminated as of the Closing Date. After such date neither the Company Companies nor any of its their Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Merger Agreement (United Insurance Holdings Corp.), Merger Agreement (United Insurance Holdings Corp.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing or Tax allocation agreements (whether written or not, but excluding any commercial agreement, the principal purpose of which does not relate to Taxes) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (whether written or not) binding upon similar agreements with respect to or involving the Company shall be terminated as of prior to the Closing Date. After such date neither , and, after the Closing Date, the Company nor any shall not be bound thereby or have liability thereunder for amounts due in respect of its Representatives shall have any further rights or liabilities thereunderperiod prior to the Closing Date.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Intracel Corp), Stock Purchase Agreement (Intracel Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither the Company no Group Company, Transferor nor any of its the Transferors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Acquisition Agreement (Optimus Healthcare Services, Inc.), Stock Acquisition Agreement (Charge Enterprises, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the an Acquired Company shall be terminated as of the Closing Date. After such date neither none of the Company Acquired Companies, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) and all powers of attorney binding upon the Company and any Subsidiary shall be terminated as of the Closing Date. After such date neither the Company Company, any Subsidiary nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Merger Agreement (Aegion Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company and its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Company, its Subsidiaries nor any of its their Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing sharing, Tax allocation, Tax indemnity and similar Contracts and agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, the Member nor any of its the Member’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of Company, Parent, of the Company nor any of its Representatives Surviving Corporation or their respective representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies shall be terminated as of the Closing Date. After such date neither the Company Companies nor any of its Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Transferred Company shall be have been terminated as of the Closing DateDate (other than any customary commercial contracts entered into in the ordinary course of business the principal subject of which is not Taxes or agreements solely between or among the Transferred Companies). After such date neither date, none of the Company nor any of its Representatives Transferred Companies or Sellers shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Assignment Agreement (Forian Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives the Company Subsidiaries shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon between the Company Member, on the one hand and the Company or any Acquired Company, on the other hand, shall be terminated as of the Closing Date. After such date neither the Company, Company Member nor any of its Company Member’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Effective Date. After such date neither the Company Company, the Seller nor any of its the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder..
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Monterey Capital Acquisition Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its date, no Group Company, Seller or Seller’s Affiliate and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date date, neither the Company nor any of its Representatives Subsidiaries shall have any no further rights or liabilities thereunder.
Appears in 1 contract
Samples: Merger Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Sellers or any of Sellers’ Affiliates, nor any of its Representatives their respective Representatives, shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, any Seller, nor any of its Representatives shall have any further rights or liabilities thereunder.such Seller’s
Appears in 1 contract
Samples: Stock Purchase Agreement
Termination of Existing Tax Sharing Agreements. Any The Sellers shall terminate or cause to be terminated any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither Closing, none of the Company Company, the Sellers, nor any of its the Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any of the Company Fidelity Companies shall be terminated as of the First Closing Date. After such date neither the Company Fidelity Companies nor any of its their Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Fusion Telecommunications International Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (other than commercial Contracts entered into in the ordinary course of business that primarily do not relate to Taxes) (whether written or not) binding upon the Company or its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Companies, Company Arrangement Participants nor any of its Company Arrangement Participants’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Business Combination Agreement (Harvest Health & Recreation Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any Subsidiary shall be terminated as of the Closing Date. After such date neither the Company Company, the Subsidiaries, Sellers nor any of its Sellers’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Unit Purchase Agreement (Twinlab Consolidated Holdings, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company, the Company Shareholders nor any of its the Company Shareholders’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Business Combination Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be have been terminated as of the Closing Date. After such date neither the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Legend Oil & Gas, Ltd.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Sellers, Sellers’ Representative, nor any of its any Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, the Seller nor any of its the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder..
Appears in 1 contract
Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) binding upon the oral, between Seller and any Company or any Subsidiary, shall be terminated terminate as of the Closing, and after the Closing Date. After such date , neither any Company, any Subsidiary, the Company Purchaser, nor any Affiliate of its Representatives any of them, shall have any further rights or liabilities thereunderliability thereunder after the Closing Date.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) (other than (a) an agreement the principal subject matter of which is not Taxes and (b) the Tax Sharing Agreement) that are binding upon the Company shall be terminated as of the Closing Date. After such date neither date, none of the Company Company, Sellers, nor any of its Sellers’ Affiliates or Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Company, the Transferors nor any of its the Transferors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Business Combination Agreement
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing DateDate pursuant to the Schedule of Termination of Joint Taxation set forth on Schedule 6.02. After Except as set forth on Schedule 6.02, after such date neither the Company Company, nor any Seller nor any Affiliates of its Sellers and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies shall be terminated as of the Closing Date. After such date neither none of the Company nor any of its Representatives Companies shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Group shall be terminated as of the Closing Date. After such date neither none of the Company Group, Seller nor any of its Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Security National Financial Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any no further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the First Closing Date. After such date neither the Company Company, any Shareholder nor any Affiliates of its any Shareholder and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing or indemnity Contracts and agreements (whether written or not) binding upon the Company Group Companies, on the one hand, and any of the Stockholders, on the other hand, shall be terminated as of the Closing Date. After such date neither date, none of the Company nor Group Companies, any of its Representatives the Stockholders, any of Stockholders’ Affiliates or any of their respective representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 1 contract
Samples: Merger Agreement (Workiva Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Company shall be terminated as of the Closing Date. After such date neither none of the Company nor Companies, the Sellers or any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of the Acquired Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Company, any of the Acquired Subsidiaries, any of the Sellers nor any of its Seller’s Affiliates their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Q2Earth Inc.)
Termination of Existing Tax Sharing Agreements. Any and end all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, Sellers nor any of its Representatives their respective Affiliates shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the a Company shall be terminated terminate as of the Closing Date. After such date neither the Company nor date, none of Companies, Seller, any of its Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunderunder any Tax sharing agreement.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all all, if any, existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Company, any of its Subsidiaries nor any of its their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or its Subsidiaries or relating to the their business or their assets shall be terminated as of the Closing Date. After such date neither the Company nor its Subsidiaries or any of its Representatives their respective Affiliates or any of their respective representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, nor any Seller nor any of its any Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements between any Company and any member of the Seller Group (whether written or notincluding, without limitation, the Tax Sharing Agreement) binding upon the Company shall be terminated as of the close of business on the Closing Date. After such date neither none of the Companies, the Company Subsidiaries, the Sellers nor any Affiliate of its Representatives the Sellers shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to any Company or any Company Subsidiary for all Pre- Closing Tax Periods.
Appears in 1 contract
Samples: Stock Purchase Agreement (General Growth Properties Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither any Group Company, the Company Shareholders nor any of its the Shareholder’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Charge Enterprises, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing DateDate (other than Non-Tax Contracts). After such date neither none of the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any Except for any existing Tax sharing agreements between or among the Subsidiaries, any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of the Subsidiaries shall be terminated as of the Closing Date. After such date neither none of the Company nor any of its or the Subsidiaries and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Merger Agreement (Nn Inc)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies shall be terminated as of the Closing Date. After such date neither of the Company Companies, Seller nor any of its Representatives Seller's Affiliates and their respective representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither any Group Company, Parent, the Company Shareholder nor any of its the Shareholder’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Charge Enterprises, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company nor Company, Transferor or any of its the Transferors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Acquisition Agreement (Madison Technologies Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax sharing agreements (whether written or not) binding upon the Company similar arrangements with respect to or involving Transferor shall be terminated as of on or before the Closing Date and, after the Closing Date. After such date neither the Company nor any of its Representatives , Transferor shall not be bound thereby or have any further rights liability thereunder for amounts due in respect of periods ending on or liabilities thereunderbefore the Closing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Southern Electronics Corp)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (agreements, whether written or not) , binding upon the Purchased Company shall be terminated as of the Closing Date. After such date neither date, none of the Company Purchased Company, any Seller nor any of its a Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Titan Machinery Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder. Notwithstanding the foregoing, this Section 5.02 shall not apply to ordinary commercial agreements the primary purpose of which is not the sharing of Tax.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Sunworks, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Effective Date. After such date neither the Company Company, Contributors, nor any of its Contributors' Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Contribution and Exchange Agreement (Hagerty, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither none of the Company Company, no Seller nor any of its Representatives Affiliate or Representative thereof shall have any further rights or liabilities thereunder.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated or amended to remove the Company as a party as of the Closing Date. After , and after such date the Company shall have no further rights or liabilities thereunder. In addition, after such date, neither the Company Seller nor any of its Representatives Seller’s Affiliates shall have any further rights or liabilities thereunderthereunder with respect to the Company.
Appears in 1 contract
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Company, any Subsidiary, and any Affiliated Practices shall be terminated as of the Closing Date. After such date neither none of the Company Company, any Subsidiary, and any Affiliated Practices, Sellers nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract