Termination of Tax Allocation Agreements. (a) Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by Seller or any member of Seller's Group and any of the Companies or the Company Subsidiaries shall be terminated as to the Companies and the Company Subsidiaries as of the Closing Date, and no payments which are owed by or to any of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder.
Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity or tax allocation agreement between the Company or its Subsidiary, on the one hand, and the Seller or any of its Affiliates, on the other hand, shall be terminated as of the Closing Date, and the Company and its Subsidiary shall not be obligated to make any payments pursuant to any such agreement thereafter.
Termination of Tax Allocation Agreements. Immediately prior to the close of business on the Closing Date, (i) all Tax allocation or sharing agreements or arrangements existing between any of Sellers or any of their Affiliates, on the one hand, and any of the Conveyed Entities, on the other hand, shall be terminated; and (ii) amounts due under such agreements or arrangements shall be settled as of the Closing Date in such manner as Sellers shall determine (including capitalization or distribution of amounts due or receivable under such agreements or arrangements). Upon such termination and settlement, no further payments by or to the Conveyed Entities with respect to such agreements or arrangements shall be made, and all other rights and obligations resulting from such agreements or arrangements between the Conveyed Entities and others shall cease at such time.
Termination of Tax Allocation Agreements. Any tax allocation or ---------------------------------------- sharing agreement or arrangement, whether or not written, that may have been entered into by Seller or any member of Seller's Group and the Bank shall be terminated as to the Bank as of the Closing Date, and no payments which are owed by or to the Bank pursuant thereto shall be made thereunder, except to the extent such obligation or receivable is reflected on the final Closing Date Balance Sheet, in which case it shall be paid.
Termination of Tax Allocation Agreements. Any and all Tax allocation, Tax sharing, Tax indemnity or other agreements or arrangements relating to Tax matters, between the Company or any of its Subsidiaries, on the one hand, and Parent, Seller, or any of their Affiliates or any other Person, on the other hand, shall be terminated as to any member of the Company Group prior to the Closing Date and, from and after the Closing Date, no member of the Company Group shall be obligated to make any payment pursuant to, or otherwise bound by, any such agreement or arrangement. Nothing in this Section 9 of Annex I or in the Agreement shall prohibit any member of the Company Group from making any payments prior to the Closing Date pursuant to any Tax sharing, Tax indemnity or other agreements or arrangements relating to Tax matters to the extent such payments reduce the cash and cash equivalents for purposes of computing Net Company Debt, or suspend the effectiveness thereof.
Termination of Tax Allocation Agreements. Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by any Seller or any affiliate of any Seller and Holdings shall be terminated as to Holdings as of the Effective Date, and no payments which are owed by or to Holdings pursuant thereto shall be made thereunder.
Termination of Tax Allocation Agreements. Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by Seller or any of its Affiliates on the one hand, and the Company or the Transferred Subsidiaries, on the other hand, shall be terminated as to the Company and the Transferred Subsidiaries as of the Closing Date, and no payments which are owed by or to the Company and the Transferred Subsidiaries pursuant thereto shall be made thereunder. From and after the Closing Date, this Agreement shall be the sole Tax allocation or sharing agreement or arrangement relating to the Company or the Transferred Subsidiaries for all Pre-Closing Tax Periods.
Termination of Tax Allocation Agreements. Any tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by Seller or any of its Affiliates on the one hand, and the Companies or the Transferred Subsidiaries, on the other hand, shall be terminated as to the Companies and the Transferred Subsidiaries as of the Closing Date, and no payments which are owed by or to the Companies and the Transferred Subsidiaries pursuant thereto shall be made thereunder. After the Closing Date, neither the Companies nor the Transferred Subsidiaries, on the one hand, nor Seller and its Affiliates, on the other hand, shall have any further rights or liabilities thereunder with respect to the other party or parties.
Termination of Tax Allocation Agreements. Any Tax allocation or sharing agreement or similar arrangement, whether or not written, that may have been entered into by Seller or any of its Subsidiaries, on the one hand, and the Transferred Subsidiary, on the other hand, shall be settled and/or terminated as to the Transferred Subsidiary as of the day prior to the Closing Date, and no payments which are owed by or to the Transferred Subsidiary pursuant thereto shall be made thereafter. After the Closing Date, neither the Transferred Subsidiary, on the one hand, nor Seller and its Subsidiaries (excluding the Transferred Subsidiary), on the other hand, shall have any further rights or liabilities thereunder with respect to the other party or parties.
Termination of Tax Allocation Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements relating to Tax matters (“Tax Sharing Agreements”) to which the Company or its Subsidiary is a party shall be terminated as of the Closing Date and, from and after the Closing Date, neither the Surviving Corporation nor its Subsidiary shall have any liability thereunder other than any Tax Sharing Agreements solely among the Surviving Corporation and its Subsidiary.
