Common use of Termination of Tax Allocation Agreements Clause in Contracts

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.

Appears in 2 contracts

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

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Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by any Seller or any affiliate of any Seller and between the Subsidiaries and any other person, Holdings shall be terminated as to Holdings as of the Subsidiaries immediately prior to the ClosingEffective Date, and no payments which are owed by or to Seller Holdings pursuant thereto shall be made thereunder.

Appears in 2 contracts

Samples: Stock Purchase and Indemnity Agreement (White Mountains Insurance Group LTD), Merger Agreement (Financial Security Assurance Holdings LTD/Ny/)

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 Company or its Subsidiaries, on the Subsidiaries one hand, and any other person, shall be terminated as to the Company and the Subsidiaries immediately prior to as of the ClosingEffective Time, and no payments which are owed by or to Seller the Company or any Subsidiary pursuant thereto shall be made thereunder.

Appears in 2 contracts

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

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, 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 other person, Company shall be terminated as to the Subsidiaries immediately prior to Company as of the ClosingClosing Date, and no payments which are owed by or to Seller the Company 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. Any and all tax allocation or tax sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by and between the Subsidiaries and Company or any other person, Company Subsidiary shall be terminated as to the Company and Company Subsidiaries immediately prior to as of the ClosingClosing Date, and no payments which are owed by or to Seller the Company or Company Subsidiaries pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Merger Agreement (Time Warner Cable Inc.)

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by the Seller, or any member of the affiliated group of which the Seller is a member, and between the Company and the Subsidiaries and any other person, shall be terminated as to them as of the Subsidiaries immediately prior to the Closing, and no payments which are owed by or to Seller pursuant thereto shall be made thereunderClosing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gfi Industries S A)

Termination of Tax Allocation Agreements. Any and all tax agreement or arrangement with respect to the allocation or sharing agreements or arrangements (other than this Agreement)of Taxes, whether or not written, that may have been entered into by and between the Subsidiaries Seller and any other person, Acquired Company shall be terminated as to Seller and any Acquired Company as of the Subsidiaries immediately prior to the ClosingClosing Date, and no payments which are owed by or to Seller any party pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Scholastic Corp)

Termination of Tax Allocation Agreements. Any and all tax Tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by Sellers or any of their Affiliates on the one hand, and between the Subsidiaries and any Acquired Companies, on the other personhand, shall be terminated as to the Subsidiaries immediately Acquired Companies at least one (1) day prior to the ClosingClosing Date, and no payments which are owed by or to Seller the Acquired Companies pursuant thereto shall be made thereunder.

Appears in 1 contract

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

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by Sellers and between the Subsidiaries and any other person, Foremost shall be terminated as to Foremost as of the Subsidiaries immediately prior to the Financial Closing, and no payments which are owed by or to Seller Foremost pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Tufco Technologies Inc)

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Termination of Tax Allocation Agreements. Any and all tax agreement or arrangement with respect to the allocation or sharing agreements or arrangements (other than this Agreement)of Taxes, whether or not written, that may have been entered into by and between the Subsidiaries and Seller or any of its subsidiaries (other person, than the Sale Companies) with any of the Sale Companies shall be terminated as to between the Subsidiaries immediately prior to Seller (or any such subsidiary) and any such Sale Companies as of the Closing, and no further payments which are owed by or to Seller pursuant thereto shall be made thereunderby any of the Sale Companies or the Seller (or any such subsidiary) pursuant thereto.

Appears in 1 contract

Samples: Purchase Agreement (Euramax International, Inc.)

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, whether or not written, that may have been entered into by Sellers and between the Subsidiaries and any other person, Foremost shall be terminated as to Foremost as of the Subsidiaries immediately prior to the ClosingClosing Date, and no payments which are owed by or to Seller Foremost pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Tufco Technologies Inc)

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 Seller and its affiliates, on the Subsidiaries one hand, and any the Company, on the other personhand, shall be terminated as to the Subsidiaries immediately prior to Company as of the ClosingClosing Date, and no payments which are owed by or to Seller the Company pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Acquisition Agreement (Adc Telecommunications Inc)

Termination of Tax Allocation Agreements. Any and all tax allocation or sharing agreements agreement or arrangements (other than this Agreement)arrangement, 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 other person, Company shall be terminated as to the Subsidiaries immediately prior to Company as of the ClosingClosing Time, and no payments which are owed by or to Seller the Company pursuant thereto shall be made thereunder.

Appears in 1 contract

Samples: Purchase Agreement (Bull & Bear Group Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Bankrate Inc)

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