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: Agreement and Plan of Merger (SRAX, Inc.), Agreement and Plan of Merger (VistaGen Therapeutics, Inc.), Agreement and Plan of Merger (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: Employment Agreement (LIVE VENTURES Inc), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.), Limited Liability Company 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 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.), Agreement and Plan of Merger (AIRO Group, Inc.), Agreement and Plan of Merger (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 7 contracts
Samples: Stock Purchase Agreement (Focus Universal Inc.), Stock Purchase Agreement (Turning Point Brands, Inc.), Stock Purchase Agreement (Control4 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 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: Stock Purchase Agreement (Cosmos Holdings Inc.), Stock Purchase Agreement (Lannett Co Inc), Employment Agreement (R F Industries LTD)
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 (Chubb Corp), Stock Purchase Agreement (Jefferson Pilot 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 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 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 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 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 (Viking Energy 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, 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: Share Purchase Agreement (Hebron Technology Co., LTD), Stock Purchase Agreement (Dougherty's Pharmacy, Inc.), Share Purchase Agreement (Staffing 360 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 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 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: Agreement and Plan of Merger and Reorganization (Fah Co Inc), Agreement and Plan of Merger and Reorganization (Cendant Stock Corp), Agreement and Plan of Merger And (Avis Rent a Car Inc)
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 (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)
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: Agreement and Plan of Merger (Verano Holdings Corp.), Agreement and Plan of Merger (Verano Holdings Corp.), Agreement and Plan of Merger
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: Agreement and Plan of Merger (Acreage Holdings, Inc.), Agreement and Plan of Merger, Agreement and Plan of Merger
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: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)
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 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 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 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 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 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 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.), Agreement and Plan of Merger (Meridian Bioscience 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 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 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), Agreement and Plan of Merger (OncoCyte 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 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: Agreement and Plan of Merger (United Insurance Holdings Corp.), Agreement and Plan of Merger (United Insurance Holdings Corp.)
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 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) 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: Agreement and Plan of Merger (4Front Ventures Corp.), Agreement and Plan of Merger
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) unwritten, binding upon the any Company or any Subsidiary of a Company, shall be terminated as of the Closing DateClosing. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.76 84
Appears in 2 contracts
Samples: Purchase Agreement (Reliant Energy Resources Corp), Purchase Agreement (Reliant Energy Mid Atlantic Power Services 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: Agreement and Plan of Merger (Research Solutions, Inc.), Agreement of Merger and Plan of Reorganization (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 and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.), Purchase Agreement (LIVE VENTURES 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, any Seller, nor any of its such Seller’s Affiliates and his respective Representatives shall have any further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (ParcelPal Logistics 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 or arrangements, written or not) binding upon oral, between Seller and the Company Company, shall be terminated terminate as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunderClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (VeriChip CORP), Stock Purchase Agreement (Interpublic Group of Companies 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 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 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: Agreement and Plan of Merger (Erasca, Inc.), Agreement and Plan of Merger (Erasca, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) binding upon oral, between Seller and the Company or any of its Subsidiaries shall be terminated terminate as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunderClosing.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Tucows Inc /Pa/), Stock Purchase Agreement (Rightside Group, 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 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 (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 indemnity, Tax sharing agreements (or Tax allocation agreement, whether written or not) not (other than such commercial agreements entered into in the Ordinary Course of Business the primary purpose of which is not related to Taxes), binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither the Company any Group Company, Buyer nor any of its Representatives Parent shall have any further rights or liabilities Liabilities thereunder.
Appears in 1 contract
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 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
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 either Subsidiary shall be terminated as of the Closing Date. After such date neither From and after the Company nor Closing Date, none of the Company, either Subsidiary, 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 (Fat 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 the Closing Date. After such date neither date, none of the Company nor Company, Sellers, or any of its Sellers’ respective Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, 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 Sellers nor any Affiliate of its a Seller and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Crawford & Co)
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 Affiliate of its any Seller 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 DateDate except with regard to Commercial Agreements. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunderthereunder (except with regard to Commercial Agreements).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Upland Software, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax allocation or 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 none of the Company Company, any Subsidiary, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Northwest Pipe Co)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) Sharing Agreements binding upon the Company Group Companies (other than a Tax Sharing Agreement solely between or among the Group Companies) shall be terminated with respect to the Group Companies as of of, or prior to, the Closing Date. After such date neither date, none of the Company nor Group Companies, Seller or any of its 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 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
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 Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Surviving Corporation nor any of its Representatives Parent shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Harvard Bioscience 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
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 Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Super League Gaming, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or the Company Subsidiaries shall be terminated as of the Closing Date. After such date neither none of the Company, Company Subsidiaries, Transferors nor any of its Representatives Transferors’ Affiliates or the Transferors’ Representative 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 or arrangements, written or not) binding upon oral, between Seller and the Company shall be terminated terminate as of the Closing. After the Closing Date. After such date , neither the Company nor any member of its Representatives the Seller affiliated group shall have any further rights or liabilities thereunderobligations under any such Tax sharing agreements.
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 the Company Company, any Seller, any of their respective Affiliates nor any of its 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 (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
Samples: Agreement and Plan of Merger (Medicine Man Technologies, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or notunwritten, formal or informal) binding upon 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.
Appears in 1 contract
Samples: Stock Purchase Agreement (Consolidated Stores Corp /De/)
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
Samples: Agreement and Plan of Merger (National CineMedia, 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 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 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 Seller nor any of its Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (American International Holdings 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 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: Agreement and Plan of Merger
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 nor any Subsidiary or 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 (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.. Section 7.03
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 the Company Company, 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 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 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
Samples: Agreement and Plan of Merger (Clinigence Holdings, Inc.)
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) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company Company, the Equityholders nor any of its their respective Affiliates or Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eastside Distilling, 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 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 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 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 Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date the Closing Date, neither the Company nor any of its Representatives 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 the Company shall be terminated as of the Closing Date. After such date date, neither the Company Company, Parent, the Seller nor any of its Parent’s or Seller’s Affiliates nor 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 Group shall be terminated as of the Closing Date. After such date neither none of the Company Group, the Seller Parties 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 and all existing Tax sharing agreements (whether written or not) binding upon the Company either of Clearance and Buyer shall be terminated as of the Closing Date. After such date neither the Company Buyer, Clearance, Sellers nor any of its their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Development Capital Group, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written sharing, Tax allocation or not) Tax indemnity agreement binding upon any member of the Company Group and another Person other than a member of the Group, shall be terminated as of the date before the Closing Date and, on and after the Closing Date. After such date neither , none of the members of the Company nor any of its Representatives Group shall have any further rights or liabilities Liabilities thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Magnum Hunter Resources Corp)
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 (whether written or not) binding upon the Company shall be terminated effective as of the Closing Date. After such date 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
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 Shareholder, any Affiliate of any Shareholder, nor any of its Representatives 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 All Tax-sharing agreements (whether written or not) binding upon similar arrangements with respect to or involving the Company shall be terminated as of with respect to the Company diaries prior to the Closing Date. After such date , and, after the Closing Date, neither the Company Sellers and their Affiliates, on the one hand, nor any of its Representatives the Company, on the other, shall be bound thereby or have any further rights or liabilities thereunderliability thereunder to the other party for amounts due in respect of such agreements and arrangements.
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, 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 Seller or any of its Subsidiaries shall be terminated as of the Subsequent Closing Date. After such date neither the Company Seller, its Subsidiaries, nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall will, as to the Company, be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall will 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 Sharing Agreements (whether written or not) binding upon the either Company shall be terminated as of the Closing DateClosing. After such date neither none, of the Company nor Companies, Seller, or any of its Representatives Seller’s Affiliates or their respective Personnel shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)
Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Sharing Agreements shall be terminated as of the Closing Date. date hereof After such the date neither hereof, none of the Company nor any of its Representatives Companies shall have any further rights or liabilities thereunder.. This Agreement shall be the sole Tax sharing agreement relating to any Company for all Pre-
Appears in 1 contract
Samples: Stock Purchase Agreement (Charlotte Russe Holding 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 deemed automatically terminated as of the Closing Date. After such date neither none of the Company nor Acquired Companies, any Seller, any of its a Seller’s Affiliates, or any of their respective Representatives shall have any further rights or liabilities thereunder.
Appears in 1 contract
Samples: Share Purchase Agreement (Allied Motion Technologies 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.)