Termination of Tax Sharing Agreements; Powers of Attorney Sample Clauses

Termination of Tax Sharing Agreements; Powers of Attorney. (1) Any Tax Sharing Agreement to which either Company is a party shall be terminated as of the Closing Date, and neither Company shall have further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (2) All powers of attorney granted by either Company with respect to Taxes shall be revoked as of the Closing Date. (3) Sellers agree that between the date of the Agreement and the Closing Date, it will not cause or permit either Company to (i) make any change in such Company's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes or (ii) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Buyer's express written consent thereto.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Termination of Tax Sharing Agreements; Powers of Attorney. (i) Any Tax Sharing Agreement to which Citytalk is a party shall be terminated as of the Closing Date, and Citytalk shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (ii) All powers of attorney granted by Citytalk with respect to Taxes shall be revoked as of the Closing Date. Between the date of the Agreement and the Closing Date, Citytalk will not cause or permit Citytalk to: (i) make any change in Citytalk's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes; or (ii) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Citytalk' express written consent thereto.
Sample 1
Termination of Tax Sharing Agreements; Powers of Attorney. (i) Any Tax Sharing Agreement to which Global is a party shall be terminated as of the Closing Date, and Global shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (ii) All powers of attorney granted by Global with respect to Taxes shall be revoked as of the Closing Date. Between the date of the Agreement and the Closing Date, Global will not cause or permit Global to: (a) make any change in Global's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes; or (b) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Global' express written consent thereto.
Sample 1
Termination of Tax Sharing Agreements; Powers of Attorney. (1) Any Tax Sharing Agreement to which the Company is a party shall be terminated as of the Closing Date, and the Company shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (2) All powers of attorney granted by the Company with respect to Taxes shall be revoked as of the Closing Date. (3) Seller agrees that between the date of the Agreement and the Closing Date, it will not cause or permit the Company to (or agree to) (i) make any change in the Company's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes or (ii) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in the case of each of clauses (i) and (ii) above, without Buyer's express written consent thereto, except that any such audits with respect to Income Taxes, the settlement or disposition of which would not have any adverse effect on Buyer or the Company for any Taxable period ending subsequent to the Closing Date, may be settled or disposed of prior to the Closing without Buyer's consent.
Sample 1
Termination of Tax Sharing Agreements; Powers of Attorney. (i) Any Tax Sharing Agreement to which Pricester is a party shall be terminated as of the Closing Date, and Pricester shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (ii) All powers of attorney granted by Pricester with respect to Taxes shall be revoked as of the Closing Date. Between the date of the Agreement and the Closing Date, Pricester will not cause or permit Pricester to: (i) make any change in Pricester's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes; or (ii) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Pricester' express written consent thereto.
Sample 1
Termination of Tax Sharing Agreements; Powers of Attorney. (i) Any Tax Sharing Agreement to which Global Arena is a party shall be terminated as of the Closing Date, and Global Arena shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (ii) All powers of attorney granted by Global Arena with respect to Taxes shall be revoked as of the Closing Date. Between the date of the Agreement and the Closing Date, Global Arena will not cause or permit Global Arena to: (a) make any change in Global Arena's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes; or (b) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without Global Arena' express written consent thereto.
Sample 1
Termination of Tax Sharing Agreements; Powers of Attorney. (i) Any Tax Sharing Agreement to which US Highland is a party shall be terminated as of the Closing Date, and US Highland shall have no further obligations thereunder. For purposes of this Agreement, the term "Tax Sharing Agreement" includes any agreement or arrangement, whether or not written, providing for the sharing or allocation of liability for Taxes of the parties thereto. (ii) All powers of attorney granted by US Highland with respect to Taxes shall be revoked as of the Closing Date. Between the date of the Agreement and the Closing Date, US Highland will not cause or permit US Highland to: (i) make any change in US Highland's Tax accounting methods, any new election with respect to Taxes or any modification or revocation of any existing election with respect to Taxes; or (ii) settle or otherwise dispose of any Tax audit, dispute, or other Tax proceeding, in each case without US Highland' express written consent thereto.
Sample 1
AutoNDA by SimpleDocs

Related to Termination of Tax Sharing Agreements; Powers of Attorney

  • Termination of Tax Sharing Agreements All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Termination of Other Agreements This Agreement sets forth the entire understanding of the parties hereto with respect to the Option and Option Shares, and supercedes all prior arrangements or understandings among the parties regarding such matters.

  • Termination of Management Agreement Evidence of the termination of any and all management agreements affecting the Property, effective as of the Closing Date, and duly executed by Seller and the property manager.

  • Termination of Agreements (a) Except as set forth in Section 2.7(b), in furtherance of the releases and other provisions of Section 4.1, each of UTC, Carrier and Otis and each member of their respective Groups hereby terminate any and all agreements, arrangements, commitments or understandings, whether or not in writing, between or among a Party and/or any member of such Party’s Group, on the one hand, and another Party and/or any member of such other Party’s Group, on the other hand, effective as of the applicable Effective Time. No such terminated agreement, arrangement, commitment or understanding (including any provision thereof that purports to survive termination) shall be of any further force or effect after the Effective Time. Each Party shall, at the reasonable request of the other Party, take, or cause to be taken, such other actions as may be necessary to effect the foregoing. (b) The provisions of Section 2.7(a) shall not apply to any of the following agreements, arrangements, commitments or understandings (or to any of the provisions thereof): (i) this Agreement and the Ancillary Agreements (and each other agreement or instrument expressly contemplated by this Agreement or any Ancillary Agreement to be entered into by any of the Parties or any of the members of their respective Groups or to be continued from and after the Effective Time); (ii) any agreements, arrangements, commitments or understandings listed or described on Schedule 2.7(b)(ii); (iii) any agreements, arrangements, commitments or understandings to which any Third Party is a party thereto (including any Shared Contracts); (iv) any intercompany accounts payable or accounts receivable accrued as of the Effective Time that are reflected in the books and records of the Parties or otherwise documented in writing in accordance with past practices, which shall be settled in the manner contemplated by Section 2.7(c); (v) any agreements, arrangements, commitments or understandings to which any non-wholly owned Subsidiary of UTC, Carrier or Xxxx, as the case may be, is a party (it being understood that directors’ qualifying shares or similar interests will be disregarded for purposes of determining whether a Subsidiary is wholly owned); and (vi) any agreements for the sale, lease, construction or receipt of goods, property or services purchased, obtained or used in the ordinary course of business by a member of any Group from a member of another Group prior to the Effective Time. (c) All of the intercompany accounts receivable and accounts payable between any member of a Party’s Group, on the one hand, and any member of another Party’s Group, on the other hand, outstanding as of the Effective Time shall, as promptly as practicable after the Effective Time, be repaid, settled or otherwise eliminated in a manner as determined by UTC in its sole and absolute discretion (acting in good faith).

  • Ratification of Agreements The Original Agreement as hereby amended is hereby ratified and confirmed in all respects. The Loan Documents, as they may be amended or affected by this Amendment, are hereby ratified and confirmed in all respects. Any reference to the Credit Agreement in any Loan Document shall be deemed to be a reference to the Original Agreement as hereby amended. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes or any other Loan Document.

  • Repudiation and rescission of agreements A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!