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 and all tax sharing, tax indemnity allocation or tax allocation agreement sharing agreements or arrangements (other than this Agreement), whether or not written, that may have been entered into by and between the Company or Seller and its SubsidiaryAffiliates, on the one hand, and the Seller or any of its Affiliates, Company on the other hand, shall be (and hereby are) terminated as to Company as of the Closing Date, and the no payments that are owed by or to Company and its Subsidiary pursuant thereto shall not be obligated to make any payments pursuant to any such agreement thereaftermade thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Invivo Corp)

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)

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 SubsidiarySubsidiaries is a party, on other than any Tax Sharing Agreements solely among the one hand, Surviving Corporation and the Seller or any of its Affiliates, on the other handSubsidiaries, shall be terminated as of the Closing Date and, from and after the Closing Date, and neither the Company and Surviving Corporation nor its Subsidiary Subsidiaries shall not be obligated to make have any payments pursuant to any such agreement thereafterliability thereunder.

Appears in 1 contract

Samples: Merger Agreement (Dun & Bradstreet Corp/Nw)

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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 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 and all Tax allocation or tax allocation agreement sharing agreements or other agreements or arrangements relating to Tax matters between any of the Company Transferred Companies or its SubsidiarySubsidiaries, on the one hand, and the Seller Parent or any of its other Affiliates, on the other hand, shall be terminated as to such Transferred Company or Subsidiary as of the Closing Date and, from and after the Closing Date, and none of the Company and its Subsidiary Transferred Companies or Subsidiaries 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: Transaction Agreement (Solera Holdings LLC)

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.)

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