Common use of Termination of Tax Allocation Agreements Clause in Contracts

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.

Appears in 3 contracts

Samples: Purchase Agreement (Hipp W Hayne), Purchase Agreement (Royal Bank of Canada), Purchase Agreement (Liberty Corp)

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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, except to the extent such obligation is reflected on the Closing Balance Sheet.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Global Industrial Technologies Inc), Stock Purchase Agreement (Global Industrial Technologies Inc)

Termination of Tax Allocation Agreements. (a) Any and all tax allocation or sharing agreement agreements or arrangementarrangements (other than this Agreement), whether or not written, that may have been entered into by Seller or any member of Seller's Group and between the Subsidiaries and any of the Companies or the Company Subsidiaries other person, shall be terminated as to the Companies and Subsidiaries immediately prior to the Company Subsidiaries as of the Closing DateClosing, and no payments which are owed by or to any of the Companies or the Company Subsidiaries Seller pursuant thereto shall be made thereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Iridex Corp), Asset Purchase Agreement (American Medical Systems Holdings Inc)

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 the Seller, or any member of Seller's Group the affiliated group of which the Seller is a member, and any of the Companies or the Company and the Subsidiaries shall be terminated as to the Companies and the Company Subsidiaries them 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gfi Industries S A)

Termination of Tax Allocation Agreements. (a) Any tax agreement or arrangement with respect to the allocation or sharing agreement or arrangementof Taxes, whether or not written, that may have been entered into by the Seller or any member of Seller's Group and its subsidiaries (other than the Sale Companies) with any of the Sale Companies or the Company Subsidiaries shall be terminated as to between the Seller (or any such subsidiary) and any such Sale Companies and the Company Subsidiaries as of the Closing DateClosing, and no further payments which are owed shall be made by or to any of the Sale Companies or the Company Subsidiaries Seller (or any such subsidiary) pursuant thereto shall be made thereunderthereto.

Appears in 1 contract

Samples: Purchase Agreement (Euramax International, Inc.)

Termination of Tax Allocation Agreements. (a) Any and all tax allocation or sharing agreement agreements or arrangementarrangements (other than this Agreement), whether or not written, that may have been entered into by Seller and between Company or any member of Seller's Group its Subsidiaries, on the one hand, and any of the Companies or the Company Subsidiaries other person, shall be terminated as to the Companies Company and the Company Subsidiaries as of the Closing DateEffective Time, and no payments which are owed by or to any of the Companies or the Company Subsidiaries or any Subsidiary pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ats Medical Inc)

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 DateTime, and no payments which are owed by or to any of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Bull & Bear Group Inc)

Termination of Tax Allocation Agreements. (a) Any and all tax allocation or sharing agreement agreements or arrangementarrangements (other than this Agreement), whether or not written, that may have been entered into by and between Seller or any member of Seller's Group and any of its affiliates, on the Companies or one hand, and the Company Subsidiaries Company, on the other hand, 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.

Appears in 1 contract

Samples: Acquisition Agreement (Adc Telecommunications Inc)

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Termination of Tax Allocation Agreements. (a) Any tax Tax allocation or sharing agreement or arrangement, whether or not written, that may have been entered into by Seller Sellers or any member of Seller's Group their Affiliates on the one hand, and any of the Companies or Acquired Companies, on the Company Subsidiaries other hand, shall be terminated as to the Acquired Companies and the Company Subsidiaries as of at least one (1) day prior to the Closing Date, and no payments which are owed by or to any of the Acquired Companies or the Company Subsidiaries pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Builders FirstSource, Inc.)

Termination of Tax Allocation Agreements. (a) Any and all tax allocation or sharing agreement agreements or arrangementarrangements (other than this Agreement), whether or not written, that may have been entered into by Seller and between Company or any member of Seller's Group its Subsidiaries, on the one hand, and any of the Companies or the Company Subsidiaries other person, shall be terminated as to the Companies Company and the Company 41 Subsidiaries as of the Closing DateEffective Time, and no payments which are owed by or to any of the Companies or the Company Subsidiaries or any Subsidiary pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Medical Systems Holdings Inc)

Termination of Tax Allocation Agreements. (a) Any tax 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 its Affiliates on the one hand, and any of the Companies or the Company Subsidiaries or USIS, on the other hand, shall be terminated as to the Companies Company and the Company Subsidiaries as of USIS on or prior to the Closing Date, and no payments which are owed by or to any of the Companies or the Company Subsidiaries or USIS pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Indemnity PLC)

Termination of Tax Allocation Agreements. (a) Any and all tax allocation or tax sharing agreement agreements or arrangementarrangements (other than this Agreement), whether or not written, that may have been entered into by and between the Seller or any member of Seller's Group and any of its Affiliates, on the Companies or one hand, and Company on the Company Subsidiaries other hand, shall be (and hereby are) terminated as to the Companies and the Company Subsidiaries as of the Closing Date, and no payments which that are owed by or to any of the Companies or the Company Subsidiaries pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Invivo Corp)

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