Common use of Closing Agreements; Etc Clause in Contracts

Closing Agreements; Etc. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company has never been a member of an Affiliated Group. The Company has no Liability for the Taxes of any other Person.

Appears in 1 contract

Sources: Agreement and Plan of Merger (Onyx Pharmaceuticals Inc)

Closing Agreements; Etc. The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion therethereof) ending after the Closing Date as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company has has: (i) never been a member of an Affiliated Group. The Company has ; or (ii) no Liability for the Taxes of any Person (other Personthan the Company).

Appears in 1 contract

Sources: Merger Agreement (Oclaro, Inc.)

Closing Agreements; Etc. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion there) ending after the Closing Date as a result of any change in method of accounting, closing agreement, intercompany transaction, installment sale or prepaid amount received for a taxable period ending on or prior to the Closing Date. The Company is not a party to or bound by any Tax allocation or sharing agreement. The Company has has: (A) never been a member of an Affiliated Group. The Company has ; or (B) no Liability for the Taxes of any Person (other Personthan the Company).

Appears in 1 contract

Sources: Merger Agreement (Riverbed Technology, Inc.)