Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. On or prior to the Cut-off Date, Seller shall cause all Tax sharing agreements between the Seller or any of its Affiliates (as determined immediately after the Cut-off Date) on the one hand, and the Entities on the other hand, to be terminated, and all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Cut-off Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CMS Energy Corp), Agreement of Purchase and Sale (Consumers Energy Co)

AutoNDA by SimpleDocs

Termination of Tax Sharing Agreements. On or prior to the Cut-off Closing Date, Seller shall cause all Tax sharing agreements between the Seller or any of its Affiliates (as determined immediately after the Cut-off Closing Date) on the one hand, and any of Generation or the Entities Material Subsidiaries on the other hand, to be terminated, and all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Cut-off Closing Date.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (CMS Energy Corp), Purchase and Sale Agreement (Consumers Energy Co)

Termination of Tax Sharing Agreements. On or prior to As of the Cut-off Closing Date, Seller shall cause all Tax sharing allocation, Tax sharing, Tax reimbursement and similar agreements and arrangements between the Seller or any of and its Affiliates (as determined immediately after the Cut-off Date) Affiliates, on the one hand, and the Entities Company, on the other handother, to be terminatedextinguished and terminated with respect to the Company, and all any rights or obligations thereunder existing under any such agreement or arrangement (including any obligation of the Company to make any payment of any kind thereunder) shall be settled, extinguished and no additional payments shall be made under any provisions thereof after the Cut-off Datelonger enforceable.

Appears in 1 contract

Samples: Stock Purchase Agreement (Validus Holdings LTD)

Termination of Tax Sharing Agreements. On or prior to the Cut-off Date, Seller shall terminate or cause to be terminated on or before the Closing Date any and all Tax sharing agreements of the tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, as between the Seller or any of its Affiliates (as determined immediately after the Cut-off Date) predecessor or Affiliate thereof, on the one hand, and the Entities Company, on the other hand, to be terminatedfor all Taxes imposed by any Governmental Authority, regardless of the period in which such Taxes are imposed, and all obligations thereunder there shall be settled, and no additional continuing obligation to make any payments shall be made under any provisions thereof after the Cut-off Datesuch agreements, arrangements or undertakings.

Appears in 1 contract

Samples: Stock Purchase Agreement (Qualigen Therapeutics, Inc.)

Termination of Tax Sharing Agreements. On or prior to the Cut-off Closing Date, Seller Sellers shall cause all Tax sharing agreements between the Seller Sellers or any of its Affiliates their affiliates (as determined immediately after the Cut-off Closing Date) on the one hand, and the Entities Company and its Subsidiaries on the other hand, to be terminated, and all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Cut-off Closing Date.

Appears in 1 contract

Samples: Stock and Note Purchase Agreement (Mirant Corp)

Termination of Tax Sharing Agreements. On or prior to the Cut-off Closing Date, Seller shall cause all Tax sharing agreements between the Seller or any of its Affiliates (as determined immediately after the Cut-off Closing Date) on the one hand, and Panhandle or the Entities Panhandle Subsidiaries on the other hand, to be terminated, and all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Cut-off Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Panhandle Eastern Pipe Line Co)

AutoNDA by SimpleDocs

Termination of Tax Sharing Agreements. On or prior to the Cut-off Date, The Seller shall cause all Tax sharing or Tax allocation agreements between binding the Seller Company or any of its Affiliates (as determined immediately after the Cut-off Date) on the one hand, and the Entities on the other hand, Subsidiary to be terminated, and all obligations thereunder shall be settled, and terminated no additional payments shall be made under any provisions thereof after later than the Cut-off day prior to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spirit Finance Corp)

Termination of Tax Sharing Agreements. On or prior to the Cut-off Date, Seller shall cause all the provisions of any Tax sharing agreements agreement between the Seller or and any of its Affiliates (as determined immediately after other than the Cut-off Date) Company and the Company Subsidiary), on the one hand, and the Entities Company or the Company Subsidiary, on the other hand, to be terminated, and all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after terminated on or before the Cut-off Closing Date.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Smithkline Beecham PLC)

Termination of Tax Sharing Agreements. On or prior to As of the Cut-off Closing Date, the Seller shall cause all Tax sharing allocation, Tax sharing, Tax reimbursement and similar agreements and arrangements between the Seller or any of and its Affiliates (as determined immediately after the Cut-off Date) Affiliates, on the one hand, and the Entities Transferred Subsidiaries, on the other handother, to be terminatedextinguished and terminated with respect to the Transferred Subsidiaries, and all any rights or obligations thereunder existing under any such agreement or arrangement shall be settled, extinguished and no additional payments shall be made under any provisions thereof after the Cut-off Datelonger enforceable.

Appears in 1 contract

Samples: Stock and Asset Purchase Agreement (Hercules Inc)

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