Common use of Sole Tax Sharing Agreement Clause in Contracts

Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.

Appears in 3 contracts

Samples: Transaction Agreement and Plan of Merger (Emersub CX, Inc.), Stockholders Agreement (Emerson Electric Co), Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

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Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Exxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred BusinessSubsidiary, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business Exxxxxx Group or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Exxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred BusinessesSubsidiaries), on the other hand.

Appears in 1 contract

Samples: Stockholders Agreement (Emerson Electric Co)

Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred BusinessSubsidiary, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business Group or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred BusinessesSubsidiaries), on the other hand.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology Inc /De/)

Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date Date, without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand.

Appears in 1 contract

Samples: Tax Matters Agreement (Aspen Technology, Inc.)

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Sole Tax Sharing Agreement. Any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Xxxxxxx Group, on the one hand, and any Emerson Contributed Subsidiary or Deferred Business, on the other hand, if not previously terminated, shall be terminated as of the Closing Date without any further action by the parties thereto. Following the Closing, no member of the Xxxxxxx Group, Deferred Business or any Emerson Contributed Subsidiary shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement between the members of the Xxxxxxx Group, on the one hand, and the members of the Newco Group (including the Emerson Contributed Subsidiaries and, following the applicable Deferred Closing, the Deferred Businesses), on the other hand. Section 3.

Appears in 1 contract

Samples: Transaction Agreement and Plan of Merger (Aspen Technology, Inc.)

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