Termination of Existing Tax Sharing Agreements. The Seller shall cause any and all existing Tax sharing agreements or arrangements, written or unwritten, express or implied, binding the Company, including any agreements or arrangements which afford any other Person the right to receive any payment from the Company in respect of any Taxes or the benefit of any tax attribute of the Company or require or permit the transfer or assignment of any income, revenues, receipts or gains, to be terminated as of the Closing Date. After the Closing Date, the Company shall not have any further rights or obligations under any such agreements.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bayard Drilling Technologies Inc), Agreement and Plan of Merger (DLB Oil & Gas Inc)
Termination of Existing Tax Sharing Agreements. The Seller shall cause any and all existing Tax sharing sharing, Tax allocation, Tax indemnity and other similar agreements or arrangements, (whether written or unwritten, express or implied, binding the Company, including any not but excluding agreements or arrangements entered into in the Ordinary Course of Business, the primary purpose of which afford any other Person the right does not relate to receive any payment from the Taxes) binding upon a Company in respect of any Taxes or the benefit of any tax attribute of the Company or require or permit the transfer or assignment of any income, revenues, receipts or gains, to be terminated terminated, as of to Smooth Bourbon, prior to the Closing DateFirst Closing, and as to Nugget Sparks, prior to the Second Closing. After the Closing Datesuch termination, the applicable Company and its respective Representatives shall not have any further rights or obligations under any such agreementsLiabilities thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Century Casinos Inc /Co/), Membership Interest Purchase Agreement
Termination of Existing Tax Sharing Agreements. The Seller shall cause any and all existing Tax sharing sharing, Tax allocation, Tax indemnity and other similar agreements or arrangements, (whether written or unwritten, express or implied, binding the Company, including any not but excluding agreements or arrangements the primary purpose of which afford any other Person the right to receive any payment from the is not Tax) binding upon either Company in respect of any Taxes or the benefit of any tax attribute of the Company or require or permit the transfer or assignment of any income, revenues, receipts or gains, to be terminated as of prior to the Closing DateClosing. After the Closing Datesuch termination, the Company Entities and their respective Representatives shall not have any further rights or obligations under any such agreements.Liabilities thereunder. Tax Returns
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Golden Entertainment, Inc.)