Common use of Seller Matters Clause in Contracts

Seller Matters. (a) Prior to the Closing, Seller shall enter into an agreement in form and substance satisfactory to Buyer whereby Seller forgoes any tax payment due from the Company or its Subsidiary pursuant to the terms of the Tax Sharing Agreement with the liabilities of the parties to be determined under this Agreement. In addition, except for the termination of the Tax Sharing Agreement, as contemplated by this Agreement, Seller shall not consent to any amendment of or modification to the Tax Sharing Agreement which could be adverse to the Company, the Partnership, Buyer or AMG, and, except as provided in this Section 7.1(a) and shall comply with it in accordance with its terms. (b) Effective as of the Closing, the following existing agreements shall be terminated (i) the General Services Agreement between the Company and Seller, (ii) the Information Services Agreement between the Company and Apprise Corp., and (iii) the Confidentiality Agreement to the extent it relates to AMG.