Common use of Termination of Tax Allocation Agreements Clause in Contracts

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.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Nortek Inc)

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Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity and all Tax allocation or tax allocation agreement Tax sharing agreements or other agreements or arrangements relating to Tax matters between any of the Company Companies or its Subsidiary, Subsidiaries on the one hand, and the Seller Sellers or any of its their Affiliates, on the other hand, shall be terminated as of the Closing Date and, from and after the Closing Date, and none of the Company and its Subsidiary Companies, the Subsidiaries, the Sellers or any Affiliate of the Sellers shall not be obligated to make have any payments further rights or liabilities pursuant to any such agreement thereafteror arrangement for any past or future period.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CSG Systems International Inc), Securities Purchase Agreement (Comverse Technology Inc/Ny/)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity All Tax allocation or tax allocation agreement sharing agreements between the Company any of Seller or its SubsidiaryAffiliates, on the one hand, and the Seller or any of its AffiliatesSubsidiary, on the other hand, shall be terminated as of the day before the Closing Date, and the Company and its Subsidiary no such party shall not be obligated to make have any payments pursuant obligation to any such agreement thereafterother party thereunder with respect to any taxable period, past, present or future.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Harris Corp /De/), Asset Purchase Agreement (Tyco Electronics Ltd.)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity Tax Sharing Arrangement entered into by any Contributor or tax allocation agreement between the Company or its SubsidiaryContributor Affiliate, on the one hand, and the Seller any Contributed Company or any of its AffiliatesSubsidiary thereof, on the other hand, shall be terminated as of to such Contributed Company or Subsidiary on or prior to the Closing, and after the Closing Date, and the neither such Contributed Company and its nor any Subsidiary thereof shall not be obligated to make have any payments pursuant to any such agreement thereafterliability thereunder.

Appears in 2 contracts

Samples: Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.), Contribution Agreement (Phillips Edison Grocery Center Reit I, Inc.)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity and all Tax allocation or tax allocation agreement between sharing agreements or other agreements or arrangements relating to Tax matters (“Tax Sharing Agreements”) to which the Company or its Subsidiary, on the one hand, and the Seller or any of its Affiliates, on the other hand, is a party shall be terminated as of the Closing Date and, from and after the Closing Date, neither the Surviving Corporation nor any of its Subsidiaries shall have any liability thereunder other than any Tax Sharing Agreements solely among the Surviving Corporation and the Company and any of its Subsidiary shall not be obligated to make any payments pursuant to any such agreement thereafterSubsidiaries.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alliqua, Inc.)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity and all Tax allocation or tax allocation agreement sharing agreements or other agreements or arrangements relating to Tax matters between the Company or its SubsidiaryAcquired Companies, on the one hand, and the any Seller or any of its Affiliates, on the other hand, shall be terminated as to the Acquired Companies as of the Closing Date and, from and after the Closing Date, and none of the Company and its Subsidiary Acquired Companies shall not be obligated to make any payments payment pursuant to any such agreement thereafteror arrangement for any past or future period.

Appears in 1 contract

Samples: Merger Agreement (Claiborne Liz Inc)

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Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity and all Tax allocation or tax allocation agreement sharing agreements or other agreements or arrangements relating to Tax matters between the Company or its SubsidiaryCompany, on the one hand, and the Seller or any of its Affiliates, on the other hand, shall be terminated as of to the Company prior to the Closing DateDate and, from and after the Closing, neither the Buyer nor the Company and its Subsidiary shall not be obligated to make any payments payment pursuant to any such agreement thereafteror arrangement for any past or future period.

Appears in 1 contract

Samples: Purchase Agreement (Fifth & Pacific Companies, Inc.)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity and all Tax allocation or tax allocation agreement sharing agreements or other agreements or arrangements relating to Tax matters between the Company Group (or its Subsidiaryany member thereof), on the one hand, and the Seller or any of its AffiliatesAffiliates (other than members of the Company Group), on the other hand, shall be terminated as to the Company Group (and any member thereof) as of the Closing Date and, from and after the Closing Date, and no member of the Company and its Subsidiary Group shall not be obligated to make any payments payment pursuant to any such agreement thereafteror arrangement for any past or future period.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Wendy's/Arby's Restaurants, LLC)

Termination of Tax Allocation Agreements. Any tax sharing, tax indemnity allocation or tax allocation sharing agreement between or arrangement, whether or not written, that may have been entered into by the Company or its Subsidiary, on the one hand, and the Seller or any of its Affiliates, on the other hand, Company Subsidiary shall be terminated as to the Company and Company Subsidiaries as of the Closing Date, and no payments which are owed by or to the Company and its Subsidiary or Company Subsidiaries pursuant thereto shall not be obligated to make any payments pursuant to any such agreement thereaftermade thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Time Warner Cable Inc.)

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