Common use of Termination of Tax Sharing Agreements Clause in Contracts

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, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company 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 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, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, neither the Buyer and its Affiliates Company nor any Subsidiary shall not be bound thereby or have any liability Liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Parent, the Company, the Surviving Corporation and its their 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 Tax Sharing Agreements. All Tax sharing agreements agreements, arrangements, policies and guidelines, whether formal or similar arrangements informal, express or implied, oral or written, to which the Company or Seller is a party and all obligations of the Company thereunder shall be terminated with respect to or involving the Business shall be terminated prior Company and applicable to all Post-Closing Periods, and on the Closing Date and, after the Company shall have no further liability or obligations thereunder with respect to all Post-Closing Date, the 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 DatePeriods.

Termination of Tax Sharing Agreements. All On or prior to the Closing Date, all Tax sharing agreements or and similar arrangements with respect to which either of the Transferred Subsidiaries is a party or involving otherwise relating to the Assets or the Business shall be terminated prior to the Closing Date andterminated, all obligations thereunder shall be settled, and no additional payments shall be made under any thereof after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated on or prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business (other than any such agreements or arrangements that are ordinary course commercial agreements, credit agreements or other agreements not primarily related to Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All obligations of the Company under all Tax sharing agreements or similar arrangements with respect to agreements shall have been terminated on or involving the Business shall be terminated prior to before the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax On or prior to the Closing date, all tax sharing agreements or and similar arrangements with respect to which either of the Companies is a party or involving otherwise relating to the Assets or the Business shall be terminated prior to the Closing Date andterminated, all obligations thereunder shall be settled, and no additional payments shall be made under any thereof after the Closing Date, the 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 Datedate.

Termination of Tax Sharing Agreements. All Tax sharing allocation, sharing, indemnity or similar agreements or similar arrangements with respect to or involving the Business Company or any of its Subsidiaries (other than customary indemnification provisions in any agreement entered into in the ordinary course of business and not primarily concerning Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates Subsidiaries shall not be bound thereby or have any liability Liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

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

Termination of Tax Sharing Agreements. All Tax sharing agreements The Company shall terminate or similar arrangements with respect cause to or involving the Business shall be terminated prior to Closing any Tax sharing or Tax allocation agreements among any of the Closing Date andCompany and its Subsidiaries, and after the Closing Date, none of the Buyer and Company or any of its Affiliates Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements binding the Company shall be terminated with respect to or involving the Business shall be terminated prior to Company as of the day before the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby obligated to make any payment to any Affiliate, Governmental Authority or have other Person pursuant to any liability thereunder such agreement or arrangement for amounts due in respect of periods ending on any past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company and its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer and none of Company or its Affiliates Subsidiaries 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to agreements between the Company or involving any of its Subsidiaries and any other Person (other than any such agreement created by the Business execution of this Agreement and any Excluded Tax Sharing Agreements) shall be terminated prior to on or before the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or Tax sharing agreements (other than any agreement or similar arrangements with respect arrangement the primary purpose of which does not relate to or involving Taxes) between the Business Company and any other Person shall be terminated prior to as of the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby obligated to make any payment pursuant to any such agreement for any past or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Any and all Tax sharing agreements or similar arrangements with respect to or involving Sharing Agreements (other than any Ordinary Course Tax Sharing Agreement) between any Company and any other Person entered into before the Business Closing Date shall be terminated prior to before or as of the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates such Company shall not be bound thereby obligated to make any payment pursuant to any such agreement for any past or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates Subsidiaries 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements agreements with respect to or involving the Business Company (other than any such agreement created by the execution of this Agreement) shall be terminated prior to as of the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

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

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated or amended to eliminate the Business Subsidiaries and the Operating Subsidiaries as parties to such agreements prior to the Closing Date and, after the Closing Date, none of the Buyer and its Buyer, the Business Subsidiaries, the Operating Subsidiaries or their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before beginning after the Pre-Closing DateTax Period.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements with respect to or involving Taxes binding the Business Company shall be terminated prior with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby obligated to make any payment to any Company Holder or have Affiliate, governmental authority or other Person pursuant to any liability thereunder such agreement or arrangement for amounts due in respect of periods ending on any past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All As of the Closing, all Tax sharing agreements or similar arrangements agreements, written or unwritten, with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on further rights or before the Closing Dateobligations under any such agreement.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated at or prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Transferred Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, none of the Buyer and its Affiliates Transferred Subsidiaries 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business (other than as set forth in this Article IX) shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing indemnity, sharing, or allocation agreements or other similar arrangements Contracts (other than this Agreement and any Contract with respect to or involving incidental Tax provisions entered into in the Business Ordinary Course of Business) between the Company and any other Person shall be terminated prior to the Closing Date and, after as of the Closing Date, and there will be no rights or Liability of Buyer or the Buyer and its Affiliates shall not be bound thereby or have Company under any liability thereunder for amounts due in respect of periods ending on or before such agreement following the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Xxxxxxxx Companies (other than (a) commercial agreements entered into in the ordinary course of business and the principal purpose of which is unrelated to Tax or (b) agreements entered into solely among the Xxxxxxxx Companies) shall be terminated prior to the Closing Date and, after the Closing DateClosing, none of the Buyer and its Affiliates Xxxxxxxx Companies shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business or the Acquired Companies (other than those exclusively between or among Acquired Companies) shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company (other than commercial agreements entered into in the ordinary course of business and the principal purpose of which is unrelated to Tax) shall be terminated prior to the Closing Date and, after the Closing DateClosing, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to between the Company, on the one hand, and Seller or involving Parent, on the Business other hand, shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax Tax-sharing agreements ------------------------------------- or similar arrangements with respect to or involving the Business Company and the Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates the Subsidiaries 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 Tax Sharing Agreements. All Tax sharing agreements sharing, allocation, indemnity or similar arrangements agreements with respect to or involving the Business Companies shall be terminated prior to as of the Closing Date and, after the Closing Date, the Buyer and its Affiliates no Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, Parent, the Buyer and its Surviving Corporation their 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.. 8.5

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business either Company shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax Any tax allocation or sharing agreements agreement or similar arrangements with respect to arrangement, whether or involving not written, that may have been entered into by Parent or any affiliate of Parent (other than the Business Company) and the Company shall be terminated prior as to the Closing Date and, after Company as of the Closing Date, and no payments which are owed by or to the Buyer and its Affiliates Company pursuant thereto shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datemade thereunder.

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

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

Termination of Tax Sharing Agreements. All Prior to the Closing, the Company will withdraw from or terminate all Tax allocation or sharing agreements or similar arrangements with respect to or involving which the Business shall be terminated prior to the Closing Date andCompany is a party (other than this Agreement). Upon withdrawal, after the Closing Date, the Buyer all rights 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 Dateobligations under such agreements will cease.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving agreements (other than this Agreement) between the Business Company and any Person that is not the Company shall be terminated prior to the Closing Date and, after as of the Closing Date, and there will be no Liability of the Buyer and its Affiliates shall not be bound thereby or have the Company under any liability thereunder for amounts due in respect of periods ending on or before such agreement following the Closing Date.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements binding the Company shall be terminated with respect to or involving the Business shall be terminated prior to Company as of the day before the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby obligated to make any payment to any Seller or have affiliate, Taxing authority or other person pursuant to any liability thereunder such agreement or arrangement for amounts due in respect of periods ending on any past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving The Company and the Business Subsidiaries of the Company shall be terminated cause the termination prior to the Closing Date andof all Tax sharing and indemnity agreements or similar arrangements among the Company and its Subsidiaries, and after the Closing Date, none of the Company, any Subsidiary of the Company, Buyer, or any Affiliate of 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 Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company and the Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates the Subsidiary shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.. -45- 54 ARTICLE X

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving agreements between the Business Company and any other Person (other than any such agreement created by the execution of this Agreement) shall be terminated prior to on or before the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business shall be terminated at or prior to the Closing Date Time and, after the Closing DateTime, neither of the Buyer and its Buyers or their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on at or before the Closing DateTime.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements agreements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to as of the Closing Date and, after the Closing Date, neither the Buyer and its Affiliates Company nor any Subsidiary shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax tax sharing agreements and any other tax allocation arrangements, whether or similar arrangements with respect to not written, between the Company on the one hand and the Sellers or involving any affiliates of the Business Sellers on the other shall be terminated prior to as of the Closing Date andfor all periods commencing thereafter, after and no payments which are owed by or to the Closing Date, the Buyer and its Affiliates Company pursuant thereto for such periods shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datemade thereunder.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, Parent, the Buyer and its Surviving Corporation their 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 Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity and Tax allocation agreements or similar arrangements with respect to or involving the Business Businesses shall be terminated on or prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates (including any Acquired Company or Business Subsidiary) shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datedue.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company and any person other than the Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business business of the Seller, the Company, or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Purchaser, the Company, the Subsidiaries and its their 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 Tax Sharing Agreements. All Tax sharing agreements or ------------------------------------- similar arrangements with respect to or involving the Business (other than as set forth in this Article IX) shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax tax sharing agreements or similar arrangements arrangements, if any, with respect to or involving the Business Company shall be terminated with respect to the Company prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates the Purchaser 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to agreements between the Company or involving any of its Subsidiaries, on the Business one hand, and any other Person, on the other hand (other than any such agreement created by the execution of this Agreement), shall be terminated prior to on or before the Closing Date andDate, and after the Closing Date, none of the Buyer and Company or its Affiliates Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All With the exception of customary commercial leases or contracts that are not primarily related to Taxes entered into the ordinary course of business consistent with past practice and liabilities thereunder, all Tax sharing agreements sharing, Tax indemnity, Tax allocation or similar arrangements agreements with respect to or involving the Business Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company, Purchaser and its their respective Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company and its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates Subsidiaries shall not -49- 55 be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

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

Termination of Tax Sharing Agreements. All Tax sharing agreements On or similar arrangements with respect to or involving the Business shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Companies and its Affiliates the Subsidiaries shall not terminate any and all liabilities, obligations, and rights with respect to any Tax sharing agreements to which it is a party (other than those imposed by Law), and all obligations thereunder with respect to the Companies and the Subsidiaries shall be bound thereby or have settled, and no additional payments shall be made under any liability thereunder for amounts due in respect of periods ending on or before provisions thereof after the Closing Date.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or other similar agreements or arrangements binding the Company shall be terminated with respect to or involving the Business shall be terminated prior to Company as of the day before the Closing Date and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby obligated to make any payment to any Person pursuant to any such agreement or have arrangement for any liability thereunder for amounts due in respect of periods ending on past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements Sharing Agreements with respect to or involving the Business Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates Subsidiaries 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 Tax Sharing Agreements. All If applicable, any and all Tax sharing agreements or similar arrangements agreements with respect to or involving the Business Company shall be terminated prior to as of the Closing Date and, after the Closing Date, neither the Stockholders, Buyer and its Affiliates nor the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or any of its Subsidiaries (other than any commercial agreement entered into in the ordinary course of business and not primarily concerning Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, neither the Buyer and Company nor any of its Affiliates Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

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

Termination of Tax Sharing Agreements. All The Sellers shall ensure that any and all Tax sharing Sharing agreements or similar agreements or arrangements with respect to or involving the Business binding any Company shall be terminated prior to on or before the Closing Date and, and after the Closing Date, the Buyer and its Affiliates Companies shall not be bound thereby or have no obligation to make any liability thereunder for amounts due payments in respect of periods ending on or before the Closing Datethereof to any Person for any period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company and the Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates the Subsidiary 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving any member of the Group Companies (other than any agreement entered into in the Ordinary Course of Business and not primarily concerning Taxes) shall be terminated prior to on the Closing Date and, after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on a Pre-Closing Tax Period or before the Closing DateStraddle Period.

Termination of Tax Sharing Agreements. All Tax sharing agreements Sharing Agreements between the Company, on the one hand, and any Shareholder or similar arrangements with respect to or involving any of such Shareholder’s Affiliates (other than the Business Company), on the other hand, shall be terminated prior to as of the Closing Date and, from and after the Closing Date, and the Buyer and its Affiliates Company shall not be bound thereby or have any further liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax allocation agreements, Tax indemnity agreements, Tax sharing agreements or similar arrangements with respect to or involving Contracts between the Business Company and any of its Subsidiaries shall be terminated prior to terminate on the day before the Closing Date andsuch that, on, from and after the Closing Date, the Buyer and Company or any its Affiliates Subsidiaries shall not be bound thereby or have obligated to make any liability thereunder payment pursuant to any such agreement for amounts due in respect of periods ending on or before the Closing Dateany tax period.

Termination of Tax Sharing Agreements. All Prior to the Closing, the Seller shall ensure that any and all Tax allocation agreements, Tax sharing agreements agreements, or other similar arrangements in respect of Taxes shall be terminated with respect to or involving the Business shall be terminated prior to Company as of the Closing Date Date, and, from and after the Closing Date, the Buyer and its Affiliates Company shall not be bound thereby have no obligation to make any payments in respect to such arrangements, or otherwise shall have any liability thereunder other obligations with respect to such arrangements, to any Person for amounts due in respect of periods ending on or before the Closing Dateany period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements agreements, arrangements, policies and guidelines, whether formal or similar arrangements informal, express or implied, oral or written, to which the Company or Sellers are a party and all obligations of the Company thereunder shall be terminated with respect to or involving the Business shall be terminated prior Company and applicable to all Post-Closing Periods, and on the Closing Date and, after the Company shall have no further liability or obligations thereunder with respect to all Post-Closing Date, the 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 DatePeriods.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business either Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Buyers and its their 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 Tax Sharing Agreements. All Tax sharing agreements or ------------------------------------- similar arrangements with respect to or involving the Business Company and any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and any of its Affiliates Subsidiaries 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements agreements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to as of the Closing Date and, after the Closing Date, neither the Buyer and Company nor any of its Affiliates Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company shall be terminated prior to the Closing Date and, after the Closing Date, neither the Buyer and its Affiliates Company nor the Surviving Corporation 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, neither the Buyer and its Affiliates Company nor any Subsidiary 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Group shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates Group Members 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 Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Business Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the 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 Tax Sharing Agreements. All Tax sharing agreements sharing, allocation, indemnity or similar arrangements agreements with respect to or involving the Business Company and/or its Subsidiaries shall be terminated prior to as of the Closing Date and, after and neither the Closing Date, the Buyer and Company nor its Affiliates Subsidiaries shall not be bound thereby or have any further liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

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

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

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements arrangements, including any such provisions in the Company’s Operating Agreement, with respect to or involving the Business Company, if any, shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Parent, the Company, the Surviving Company and its their 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 Tax Sharing Agreements. All Tax Tax-sharing agreements or similar arrangements with respect to or involving the Business Company and the Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Buyer Company and its Affiliates the Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.