Common use of Termination of Tax Allocation Agreements Clause in Contracts

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.

Appears in 2 contracts

Samples: Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.), Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)

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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 Affiliatesthe Seller and the Equity Selling Entities, on the one hand, and any of the Conveyed EntitiesCompanies, 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 Seller 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 Companies 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 Companies and others shall cease at such time.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Preformed Line Products Co)

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 AffiliatesSeller and the Equity Selling Entities, 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 Seller 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.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Tyco Electronics Ltd.)

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 Affiliatesand the Stock Selling Corporations, on the one hand, and any of the Conveyed EntitiesCompanies, 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 Companies 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 Companies and others shall cease at such time.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Videsh Sanchar Nigam LTD)

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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 AffiliatesSeller and the Equity Selling Entity, on the one hand, and any of the a Conveyed EntitiesCompany, on the other hand, shall be terminated; and (ii) amounts due under such agreements or arrangements shall be settled as of on or prior to the Closing Date in such manner as Sellers Seller and Purchaser shall determine (including capitalization or distribution of amounts due or receivable under such agreements or arrangements)agree. Upon such termination and settlement, no further payments by or to the any Conveyed Entities Company with respect to such agreements or arrangements shall be made, and all other rights and obligations resulting from such agreements or arrangements between the a Conveyed Entities Company and others other Persons shall cease at such time.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Bel Fuse Inc /Nj)

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 AffiliatesSeller and the Equity Selling Entities, on the one hand, and any of the Conveyed EntitiesCompanies, on the other hand, shall be terminated; and (ii) amounts due under such agreements or arrangements shall be settled as of prior to the Closing Date in such manner as Sellers Seller 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 Companies 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 Companies and others shall cease at such time.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Littelfuse Inc /De)

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