Common use of Termination of Existing Tax Sharing Agreements Clause in Contracts

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 2 contracts

Sources: 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) similar agreements with respect to or involving the Company shall be terminated as of prior to the Closing Date Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunderthereunder for amounts due in respect of period prior to the Closing Date.

Appears in 2 contracts

Sources: 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) with respect Prior to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company parties shall terminate any existing tax sharing agreements to the extent such agreement or arrangement binds Flavors or any of its subsidiaries. The preceding sentence shall not be bound thereby or have apply to any liability thereunderagreement entered into in connection with this Agreement.

Appears in 2 contracts

Sources: 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 All tax-sharing agreements (whether written or not) similar arrangement involving the Company or to which the Company is a party shall be terminated with respect to or involving the Company shall be terminated as of the Closing Date Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Helix Technology Corp), Stock Purchase Agreement (Intermagnetics General Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax sharing agreements (whether written or not) similar arrangements with respect to or involving the Company Companies (including, for example, the Tax Allocation Agreement) shall be terminated as of with respect to the Companies after the Closing Date and, after the Closing Date, neither the Company Stockholders and their Affiliates, on the one hand, nor the Companies, on the other hand, shall not be bound thereby or have any liability thereunder.thereunder to the other party for amounts due in respect of periods after the Closing Date. Notwithstanding the foregoing,

Appears in 1 contract

Sources: Tax Indemnity and Allocation Agreement (Newmark Homes Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax- sharing agreements (whether written or not) similar arrangements involving the Bank or to which the Bank is a party shall be terminated with respect to the Bank on or involving the Company shall be terminated as of prior to the Closing Date Date, and, after the Closing Date, the Company Bank shall not be bound thereby or have any liability or benefit thereunder.

Appears in 1 contract

Sources: Merger Agreement (Capital City Bank Group Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing All Tax sharing agreements (whether written or not) similar arrangements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 1 contract

Sources: Stock Purchase Agreement (Reliance Group Holdings Inc)

Termination of Existing Tax Sharing Agreements. Any and Except as provided in this Agreement, all existing Tax tax-sharing agreements (whether written or not) similar arrangements with respect to or involving the Company shall be terminated effective as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 1 contract

Sources: Stock Sale Agreement (Danielson Holding Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax sharing agreements (whether written or not) similar arrangements with respect to or involving the Company Transferor shall be terminated as of on or before the Closing Date and, after the Closing Date, the Company Transferor shall not be bound thereby or have any liability thereunderthereunder for amounts due in respect of periods ending on or before the Closing Date.

Appears in 1 contract

Sources: Agreement and Plan of Reorganization (Southern Electronics Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All Tax-sharing agreements (whether written or not) similar arrangements with respect to or involving the Company or any Company Subsidiary shall be terminated as of on the Closing Date Date, and, after the Closing Date, neither Parent and its Affiliates, on the one hand, nor the Company or any Company Subsidiaries, on the other, shall not be bound thereby or have any liability thereunderthereunder to the other party for amounts due in respect of such agreements and arrangements.

Appears in 1 contract

Sources: Merger Agreement (Bimini Mortgage Management Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) with respect to or involving the Company Sharing Agreements shall be terminated as of the Closing Date andDate. After the Closing, after the Closing Date, the no Acquired Company shall not be bound thereby or have any liability further rights or liabilities thereunder, including with respect to any period prior to the Closing. This Agreement shall be the sole Tax sharing agreement relating to any Acquired Company for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (Andal Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (whether written or not) similar agreements with respect to or involving any Company or any of the Company Subsidiaries shall be terminated as of prior to the Closing Date Date, and, from and after the Closing Date, the Company no such entity shall not be bound thereby or have any liability thereunderthereunder for amounts due in respect of periods prior to the Closing Date.

Appears in 1 contract

Sources: Stock Purchase Agreement (Starwood Hotels & Resorts)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax indemnification agreements, sharing agreements (whether written or not) similar agreements with respect to or involving any Company Entity (other than any agreements entered into in the Company ordinary course of business and not primarily related to Taxes) shall be terminated in full as of the Closing Date and, and none of the Company Entities shall have any further liabilities or rights thereunder for any Taxable period (or portion thereof) beginning after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 1 contract

Sources: Securities Purchase Agreement (Intest Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) with respect to or involving binding upon the Company shall be terminated as of the Closing Date and, after the Closing Date, . After such date the Company shall not be bound thereby have no further rights or have any liability liabilities thereunder.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether sharing, Tax allocation, Tax indemnity, or any similar written or not) with respect unwritten agreement, arrangement, understanding, or practice relating to or involving the Taxes binding upon any Company shall be terminated as of the date that is one day before the Closing Date and, on and after the Closing Date, none of the Company Companies shall not be bound thereby or have any liability further rights or liabilities thereunder.

Appears in 1 contract

Sources: Share Purchase Agreement (Vse Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (or similar agreements, whether written or not) , with respect to or involving the Company or the Subsidiaries shall be terminated as of the Closing Date and, after prior to the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 1 contract

Sources: Stock Purchase Agreement (Interco Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All Tax-sharing agreements (whether written or not) 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 Date, and, after the Closing Date, neither the Company Sellers and their Affiliates, on the one hand, nor the Company, on the other, shall not be bound thereby or have any liability thereunderthereunder to the other party for amounts due in respect of such agreements and arrangements.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Virtual Radiologic CORP)