Termination of Tax Allocation Agreements Sample Clauses

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements or arrangements (other than this Agreement), whether or not written, that may have been entered into by and between the Subsidiaries and any other person, shall be terminated as to the Subsidiaries immediately prior to the Closing, and no payments which are owed by or to Seller pursuant thereto shall be made thereunder.
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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. (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. (b) From the date hereof until Closing, the Companies shall pay to Seller their share of any quarterly estimated income Taxes related to any federal, state or local income Tax Liabilities reported on a consolidated, combined or unitary basis with Seller with respect to Pre-Closing Tax Periods. The amount of such share of estimated taxes shall be calculated on a basis that is consistent with past practice and the principles of the Tax Liability Allocation Agreement, provided that such estimate shall not take into account the effects of any Section 338(h)(10) election (or any similar provision of state or local law and including any Taxes on Phase III income as a result of an election under Section 338) made with respect to any of the Companies or Company Subsidiaries, any dividend of shares pursuant to Section 5.9 of this Agreement, or the dividends contemplated by Section 3.7(b) of this Agreement or the sale of any assets for the purpose of funding the Special Dividend contemplated by Section 3.7(b) (other than in the Ordinary Course of Business). With respect to any Tax Returns for Pre-Closing Tax Periods beginning no earlier than January 1, 1999 that are to be filed by Seller prior to the Closing Date, the Companies and Company Subsidiaries shall pay to Seller the Tax Sharing Amount for such period. Within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. With respect to Tax Returns for Pre-Closing Tax Periods that are to be filed by Seller after the Closing Date, within ten (10) Business Days after filing a final income Tax Return for the Pre-Closing Period, Seller shall provide Buyer with its calculation of the Companies' and Company Subsidiaries' Tax Sharing Amount and all documentation reasonably necessary for Buyer to confirm such calculations. If Buyer disagrees with Seller's calculation, it...
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. All Tax allocation or tax sharing agreements between any of Seller or its Affiliates, on the one hand, and the Subsidiary, on the other hand, shall be terminated as of the day before the Closing Date, and no such party shall have any obligation to any other party thereunder with respect to any taxable period, past, present or future.
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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.
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