Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving Company or any other Company Group Entity shall be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Termination of Tax Sharing Agreements. All Effective as of the Closing, any and all Tax sharing, allocation, indemnity or similar agreements with respect to or involving Sharing Agreements between the Company or and/or any of its Affiliates (other Company Group Entity than the Sold Companies) and the Sold Companies shall be terminated as and shall have no further effect thereafter and thereafter each of the Closing Date and, after the Closing Date, Seller Sold Companies shall indemnify Purchaser and hold Purchaser harmless for not be bound thereby or have any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangementliability thereunder.
Appears in 1 contract
Termination of Tax Sharing Agreements. All The Sellers shall have terminated all Tax sharingSharing Agreements to which any Acquired Company is a party, allocation, indemnity and no Acquired Company shall have any further obligation or similar agreements with respect to or involving Company or any other Company Group Entity shall be terminated as of the Closing Date and, rights thereunder from and after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements Sharing Agreements with respect to or involving any Sold Company or any other Company Group Entity Sold Subsidiary shall be terminated as of the Closing Date andDate, and after the Closing Date, Seller Date none of the Sold Companies or Sold Subsidiaries shall indemnify Purchaser and hold Purchaser harmless for be bound thereby or have any liability, including successor liability, under liability thereunder (whether related to any such Tax sharing allocation, indemnity period before or similar arrangementafter the Closing).
Appears in 1 contract
Samples: Sale Agreement (Harris Corp /De/)
Termination of Tax Sharing Agreements. All Any Tax sharing, allocationindemnity, indemnity or similar agreements with respect to or allocation agreement involving the Company or any of its Subsidiaries and any party other than the Company Group Entity or any of its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Samples: Merger Agreement (Clorox Co /De/)
Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company or any other Company Group Entity shall will be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company or any other Company Group Entity shall and/or its Subsidiaries will be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.. (c)
Appears in 1 contract
Samples: Merger Agreement
Termination of Tax Sharing Agreements. All Seller shall terminate any and all Tax sharing, allocation, indemnity allocation or similar sharing agreements with respect to or involving binding the Company or any other Company Group Entity shall be terminated as of the Closing Date and, after day before the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Salix Pharmaceuticals LTD)
Termination of Tax Sharing Agreements. All Any and all Tax sharing, allocation, indemnity allocation or similar Tax sharing agreements with respect to between the Company and Seller or involving Company or any other Company Group Entity Affiliate shall be terminated as of the Closing Date and, from and after the Closing Date, Seller the Company shall indemnify Purchaser and hold Purchaser harmless not be obligated to make (or receive) any payment pursuant to such agreements for any liability, including successor liability, under any such Tax sharing allocation, indemnity past or similar arrangementfuture period.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Calumet Specialty Products Partners, L.P.)
Termination of Tax Sharing Agreements. All Tax Any and all tax sharing, allocation, indemnity allocation or similar indemnification agreements with respect to or involving Company between Seller (or any other Affiliate of Seller) and the Company Group Entity shall be are terminated as of the end of the Closing Date and, and will have no further effect for any period after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Avnet Inc)
Termination of Tax Sharing Agreements. All Any and all Tax sharingallocation ------------------------------------- agreements, allocationTax sharing agreements, indemnity intercompany agreements, or other similar agreements with respect to or involving between the Company and the Seller or any other Company Group Entity Affiliate of the Seller that relates to any Tax or Tax matter shall be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangementClosing.
Appears in 1 contract