Common use of Tax Agreements Clause in Contracts

Tax Agreements. Neither the Company nor any of its Subsidiaries (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 3 contracts

Sources: Merger Agreement (Blue Nile Inc), Merger Agreement (Cvent Inc), Merger Agreement (Tibco Software Inc)

Tax Agreements. Neither None of the members of the Company nor any of its Subsidiaries Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation solely between and among members of the Company Group, or entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 3 contracts

Sources: Merger Agreement (EngageSmart, Inc.), Merger Agreement (Vista Equity Partners Fund Viii, L.P.), Merger Agreement (Duck Creek Technologies, Inc.)

Tax Agreements. Neither None of the members of the Company nor any of its Subsidiaries Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation solely between and among members of the Company Group, or entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries Group pursuant to Treasury Regulation § Regulations Section 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.otherwise;

Appears in 2 contracts

Sources: Merger Agreement (Restaurant Brands International Limited Partnership), Merger Agreement (Carrols Restaurant Group, Inc.)

Tax Agreements. Neither None of the members of the Company nor any of its Subsidiaries Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation solely between and among members of the Company Group, or entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than a member of the Company and its Subsidiaries Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.;

Appears in 2 contracts

Sources: Merger Agreement (European Wax Center, Inc.), Merger Agreement (HireRight Holdings Corp)

Tax Agreements. Neither None of the members of the Company nor any of its Subsidiaries Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than (1) any such agreement or obligation between and among members of the Company Group, or (2) any such agreement entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; , or (ii) has any material liability for the Taxes of any Person other than any of the members of the Company and its Subsidiaries Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.

Appears in 1 contract

Sources: Merger Agreement (Soho House & Co Inc.)

Tax Agreements. Neither None of the members of the Company nor any of its Subsidiaries Group (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligation, other than any such agreement or obligation solely between and among members of the Company Group, or entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries Group pursuant to Treasury Regulation § 1.1502-6 (or any similar provision of state, local or non-United States law) as a transferee or successor, or otherwise by operation of law.;

Appears in 1 contract

Sources: Merger Agreement (Chico's Fas, Inc.)

Tax Agreements. Neither the Company nor any of its Subsidiaries (i) is a party to or bound by, or currently has any material liability pursuant to, any Tax sharing, allocation or indemnification agreement or obligationobligation with any third party, other than any such agreement or obligation entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes; or (ii) has any material liability for the Taxes of any Person other than the Company and its Subsidiaries pursuant to Treasury Regulation § Section 1.1502-6 (or any similar provision of state, local or non-United States lawLaw) as a transferee or successor, or otherwise by operation of lawLaw.

Appears in 1 contract

Sources: Merger Agreement (Natus Medical Inc)