Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any of the Company and its Subsidiaries, and after the Closing Date, none of the Company or any of its Subsidiaries shall be bound thereby or have any liability thereunder.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunderpast or future period.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or Any and all Tax allocation agreements among any of or sharing agreements, if any, between the Company and its Subsidiariesany third party shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to Sellers or their Affiliates, Governmental Entity or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunderpast or future period.

Termination of Tax Sharing Agreements. The Company shall terminate ensure that any and all Tax allocation agreements, Tax sharing agreements or cause to similar agreements or arrangements binding the Company shall be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company or shall not have an obligation to make any of its Subsidiaries shall be bound thereby or have payments in respect thereof to any liability thereunderPerson for any period.

Termination of Tax Sharing Agreements. The Company and the Subsidiaries of the Company shall terminate or cause to be terminated the termination prior to the Closing any Date of all Tax sharing and indemnity agreements or Tax allocation agreements similar arrangements among any of the Company and its Subsidiaries, and after the Closing Date, none of the Company Company, any Subsidiary of the Company, Buyer, or any Affiliate of its Subsidiaries Buyer shall be bound thereby or have any liability thereunder.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or Any and all Tax allocation or sharing agreements among or other agreements or arrangements binding any of the Company and its SubsidiariesAcquired Companies shall be terminated with respect to such Acquired Companies as of the day before the Closing Date and, from and after the Closing Date, none of the Company or any of its Subsidiaries Acquired Companies shall be bound thereby obligated to make any payment to any Seller Party or have Affiliate of any liability thereunderSeller Party, Taxing Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. The Company Any and all Tax allocation or sharing agreements or arrangements binding the Companies and/or any Subsidiary (other than any such agreement or arrangement solely between the Companies and any of their Subsidiaries) shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any of the Company and its Subsidiariesany such Subsidiary as of the day before the Closing Date and, from and after the Closing Date, none of the no Company or nor any of its Subsidiaries shall be bound thereby obligated to make any payment to any Person or have Taxing Authority pursuant to any liability thereundersuch agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other similar agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Person pursuant to any such agreement or arrangement for any of its Subsidiaries shall be bound thereby past or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Any and all Tax Sharing Agreements between the Company, on the one hand, and the Company Stockholders and their Affiliates, on the other hand, shall terminate or cause to be terminated prior as to Closing any Tax sharing or Tax allocation agreements among any of the Company and its Subsidiaries, and after as of the Closing Date, none of and the Company shall not be obligated to make any payment pursuant to any such Tax Sharing Agreement for any past or any of its Subsidiaries shall be bound thereby or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Company Any and all Tax allocation or Tax sharing agreements between the Company, on the one hand, and Seller or any of its Affiliates, on the other hand, shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment pursuant to any such agreement for any past or any of its Subsidiaries shall be bound thereby or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Acquired Companies shall (and the Shareholders shall cause the Acquired Companies to) ensure that any and all Tax allocation agreements, Tax sharing agreements or similar agreements or arrangements binding an Acquired Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Acquired Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the no Acquired Company or shall have an obligation to make any of its Subsidiaries shall be bound thereby or have payments in respect thereof to any liability thereunderPerson for any period.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any All Tax allocation agreements, Tax indemnity agreements, Tax sharing agreements or Tax allocation agreements among any of similar Contracts between the Company and any of its SubsidiariesSubsidiaries shall terminate on the day before the Closing Date such that, on, from and after the Closing Date, none of the Company or any of its Subsidiaries shall not be bound thereby or have obligated to make any liability thereunderpayment pursuant to any such agreement for any tax period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements with respect to Taxes binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Company Holder or Affiliate, governmental authority or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunder.past or future period. (f)

Termination of Tax Sharing Agreements. The Company Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Companies or the Subsidiaries shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Companies and Subsidiaries as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the no Company or any of its Subsidiaries Subsidiary shall be bound thereby obligated to make any payment to any Seller or have affiliate, Taxing authority or other person pursuant to any liability thereundersuch agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. The Company Any and all existing Tax sharing agreements (whether written or not) binding upon the Group Companies shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its Subsidiaries, and after the Closing Date. After such date none the Group Companies, none of the Company or Seller, Seller’s Affiliates, Buyer nor any of its Subsidiaries Buyers’ Affiliates and their respective Representatives shall be bound thereby or have any liability further rights or liabilities thereunder.

Termination of Tax Sharing Agreements. The Sellers shall ensure that any and all Tax Sharing agreements or similar agreements or arrangements binding any Company shall terminate or cause to be terminated prior to on or before the Closing any Tax sharing or Tax allocation agreements among any of the Company and its Subsidiaries, Date and after the Closing Date, none of the Company or Companies shall have no obligation to make any of its Subsidiaries shall be bound thereby or have payments in respect thereof to any liability thereunderPerson for any period.

Termination of Tax Sharing Agreements. The Company Any and all Tax allocation or Tax sharing agreements between any Group Company, on the one hand, and any Equityholder or any of its Affiliates, on the other hand, shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, from and after the Closing Date, none of the no Group Company or any of its Subsidiaries shall be bound thereby obligated to make any payment pursuant to any such agreement for any past or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Seller or affiliate, Taxing authority or other person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunderpast or future period.

Termination of Tax Sharing Agreements. The Company shall terminate Any and all Tax allocation or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among between any of the Company Acquired Companies, on the one hand, and its Subsidiariesany other Person, on the other, shall be terminated as of the Closing Date and, from and after the Closing Date, none of the Company or any of its Subsidiaries Acquired Companies shall be bound thereby obligated to make any payment pursuant to any such agreement for any past or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none the Company shall not be obligated to make any payment to the Selling Stockholders, any Affiliate of the Company Selling Stockholders, or any of its Subsidiaries shall be bound thereby Taxing Authority or have other person pursuant to any liability thereundersuch agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. The All Tax sharing agreements or similar agreements with respect to or involving the Company or any Subsidiary shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, and after the Closing Date, none of neither the Company or nor any of its Subsidiaries Subsidiary shall be bound thereby or have any liability Liability thereunder.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or Any and all Tax allocation or sharing agreements among or other agreements or arrangements relating to Tax matters between any of the Company Business Entities on the one hand and its SubsidiariesSeller or any Continuing Affiliate on the other hand shall be terminated with respect to each of the Business Entities as of the day before the Closing Date and, from and after the Closing Date, none of the Company or any of its Subsidiaries Business Entities shall be bound thereby or not have any liability thereunderrights or obligations thereunder for any past or future period.

Termination of Tax Sharing Agreements. The All Tax sharing agreements or similar agreements with respect to or involving the Company or any Subsidiary shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, and after the Closing Date, none of neither the Company or nor any of its Subsidiaries shall be bound thereby or have any liability Liability thereunder.

Termination of Tax Sharing Agreements. The Stockholders shall ensure that any and all Tax allocation agreements, Tax sharing agreements or similar agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company or shall have no obligation to make any of its Subsidiaries shall be bound thereby or have payments in respect thereof to any liability thereunderPerson for any period.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Any Tax indemnification, allocation, sharing or Tax allocation similar agreements among under which any of the Companies could be liable for the Tax liability of any Person that is not a Company and its Subsidiariesshall be terminated as of the Closing Date and, from and after the Closing Date, none of the no Company or any of its Subsidiaries shall be bound thereby or have obligated to make any liability thereunderpayment pursuant to any such agreement.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none the Company shall not be obligated to make any payment to the Company Stockholders, any Affiliate of the Company Stockholders, or any of its Subsidiaries shall be bound thereby Taxing Authority or have other person pursuant to any liability thereundersuch agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Seller Party or Affiliate, taxing authority or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunderpast or future period.

Termination of Tax Sharing Agreements. The Company shall terminate All Tax indemnity, sharing, or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among or other similar Contracts (other than this Agreement and any Contract with incidental Tax provisions entered into in the Ordinary Course of Business) between the Company and its Subsidiaries, and after any other Person shall be terminated as of the Closing Date, none and there will be no rights or Liability of Buyer or the Company or under any of its Subsidiaries shall be bound thereby or have any liability thereundersuch agreement following the Closing Date.

Termination of Tax Sharing Agreements. The Company shall terminate Any and all Tax allocation or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any of between the Company and its SubsidiariesSeller or other Affiliate shall be terminated as of the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make (or receive) any of its Subsidiaries shall be bound thereby payment pursuant to such agreements for any past or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of Date the Company shall not be obligated to make any payment to Seller, Affiliate of Seller, Taxing Authority or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunder.past or future period. 11 - ACQUISTION AGREEMENT

Termination of Tax Sharing Agreements. The Any and all Tax allocation or Tax sharing agreements (other than any such agreement the primary purpose of which does not relate to Taxes) between any Purchased Company and Seller or any of its Affiliates (other than any Purchased Company) shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its Subsidiariesday before the Closing Date and, from and after the day before the Closing Date, none of the no Purchased Company or any of its Subsidiaries shall be bound thereby obligated to make any payment pursuant to any such agreement for any past or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or All Tax allocation agreements among or sharing agreements, if any, binding any of the Company and its Subsidiaries, and after Companies shall be terminated as of the Closing Date, Date and none of the Company or any of its Subsidiaries Companies shall be bound thereby or have obligated to make any liability thereunderpayment to any Person thereunder for any period.

Termination of Tax Sharing Agreements. The Company Any and all Tax allocation or Tax sharing agreements between or among the Company, on the one hand, and any other Person(s), including Seller, on the other hand, shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, from and after the Closing Date, none of the Company shall have no obligation to make any payment pursuant to any such agreement for any past or any of its Subsidiaries shall be bound thereby or have any liability thereunderfuture period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company or any Subsidiary shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company or any of its Subsidiaries Subsidiary shall be bound thereby obligated to make any payment to any Person pursuant to any such agreement or have arrangement for any liability thereunderpast or future period.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other agreements or arrangements with respect to Taxes binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company shall not be obligated to make any payment to any Company Holder or Affiliate, governmental authority or other Person pursuant to any of its Subsidiaries shall be bound thereby such agreement or have arrangement for any liability thereunderpast or future period.

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

Termination of Tax Sharing Agreements. The Company All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Companies shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation agreements among any as of the Company and its SubsidiariesClosing Date and, and after the Closing Date, none of the no Company or any of its Subsidiaries shall be bound thereby or have any liability thereunder.

Termination of Tax Sharing Agreements. The Any and all Tax allocation or sharing agreements or other similar agreements or arrangements binding the Company shall terminate or cause to be terminated prior with respect to Closing any Tax sharing or Tax allocation agreements among any the Company as of the Company and its Subsidiariesday before the Closing Date and, from and after the Closing Date, none of the Company Surviving Corporation shall not be obligated to make any payment to any person pursuant to any such agreement or arrangement for any of its Subsidiaries shall be bound thereby or have any liability thereunderperiod.