Termination of Prior Tax Settlement Agreements Sample Clauses

Termination of Prior Tax Settlement Agreements. Any tax settlement or sharing agreements, arrangements, policies or guidelines, formal or informal, express or implied that may exist between the Company and its Subsidiaries, on one hand, and the Sellers and/or its Affiliates (other than the Company and its Subsidiaries), on the other hand (a "Settlement Agreement"), shall terminate as of the Closing Date, and, any obligations to make payments under any Settlement Agreement shall be cancelled as of the Closing Date.
Sample 1
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Termination of Prior Tax Settlement Agreements. Except as otherwise ---------------------------------------------- provided in this letter agreement, all tax settlement and tax-sharing agreements, arrangements, policies and guidelines, formal or informal, express or implied, that may exist between the NAI Contributed Entities and any affiliate ("Settlement Agreements") and all obligations thereunder shall terminate prior to the Closing, and after the Closing Date, none of the NAI Contributed Entities shall be bound by such Settlement Agreements or have any liability thereunder.
Sample 1
Termination of Prior Tax Settlement Agreements. Any tax settlement or sharing agreements, arrangements, policies or guidelines, formal or informal, express or implied that may exist between Xxxxx, on one hand, and the Shareholders and/or its Affiliates (other than Xxxxx), on the other hand (a "Settlement Agreement"), shall terminate as of the Closing Date, and, any obligations to make payments under any Settlement Agreement shall be cancelled as of the Closing Date.
Sample 1
Termination of Prior Tax Settlement Agreements. All tax settlement and tax-sharing agreements, arrangements, policies and guidelines, formal or informal, express or implied, that may exist between the Netlink Corporations and any affiliate ("Settlement Agreements") and all obligations thereunder shall terminate prior to April 1, 1998. After April 1, 1998, none of the Netlink Corporations shall be bound by such Settlement Agreements or have any liability thereunder.
Sample 1
Termination of Prior Tax Settlement Agreements. Except with respect to the Tax Sharing Agreement, all tax settlement and tax-sharing agreements, arrangements, policies and guidelines, formal or informal, express or implied, that may exist between the HoldCo Entities, TCI Partner and their Subsidiaries (if any) and any person or between any entity that will be part of the PCS Group and any person ("Settlement Agreements") and all obligations thereunder shall terminate prior to the Closing, and after the Closing Date, none of the HoldCo Entities, TCI Partner and their Subsidiaries (if any) on any such entities in the PCS Group shall be bound by such Settlement Agreements or have any liability thereunder.
Sample 1

Related to Termination of Prior Tax Settlement Agreements

  • Effective Date; Termination of Prior Intercompany Tax Allocation Agreements This Agreement shall be effective as of the Effective Time. As of the Effective Time, (i) all prior intercompany Tax allocation agreements or arrangements solely between or among BGC Partners and/or any of its Subsidiaries shall be terminated, and (ii) amounts due under such agreements as of the date on which the Effective Time occurs shall be settled. Upon such termination and settlement, no further payments by or to the BGC Group, or by or to the Newmark Group, with respect to such agreements shall be made, and all other rights and obligations resulting from such agreements between the Companies and their Affiliates shall cease at such time. Any payments pursuant to such agreements shall be disregarded for purposes of computing amounts due under this Agreement; provided, that to the extent appropriate, as determined by BGC Partners, payments made pursuant to such agreements shall be credited to the Newmark Entities or the BGC Entities, respectively, in computing their respective obligations pursuant to this Agreement, in the event that such payments relate to a Tax liability that is the subject matter of this Agreement for a Tax Period that is the subject matter of this Agreement.

  • Termination of Prior Agreements The execution of this Agreement shall be deemed to constitute the termination as of the Effective Date of any and all prior agreements between an Acquiring Fund and an Acquired Fund that relates to the investment by any Acquiring Fund in any Acquired Fund in reliance on a participation agreement, exemptive order or other arrangement among the parties intended to achieve compliance with Section 12(d)(1) of the 1940 Act (the “Prior Section 12 Agreements”). The parties hereby waive any notice provisions, conditions to termination, or matters otherwise required to terminate such Prior Section 12 Agreements.

  • 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.

  • Termination of Prior Agreement Upon the effectiveness of this Agreement, the Prior Agreement shall terminate and be of no further force and effect, and shall be superseded and replaced in its entirety by this Agreement.

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, SpinCo and each member of the SpinCo Group, on the one hand, and Parent and each member of the Parent Group, on the other hand, hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among SpinCo and/or any member of the SpinCo Group, on the one hand, and Parent and/or any member of the Parent Group, on the other hand, effective as of the Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof which purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing.

  • Complete Agreement; Modification of Agreement This Agreement constitutes the complete agreement among the parties hereto with respect to the subject matter hereof, supersedes all prior agreements and understandings relating to the subject matter hereof, and may not be modified, altered or amended except as set forth in Section 8.6.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Merger Agreement Notwithstanding anything to the contrary contained herein, in the event that the Merger Agreement is terminated in accordance with its terms prior to the Closing, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

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