Tax Disaffiliation Agreement Sample Clauses

Tax Disaffiliation Agreement. Notwithstanding any other provision of this Agreement to the contrary, any and all matters relating to Taxes shall be exclusively governed by the Tax Disaffiliation Agreement.
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Tax Disaffiliation Agreement. Simultaneously with the distribution described in Section 2.8, WCA Waste and Waste Corp shall enter into a tax disaffiliation agreement on mutually agreeable terms to be negotiated by WCA Waste and Waste Corp (the "Tax Disaffiliation Agreement"), providing for certain agreements and indemnities between WCA Waste and Waste Corp with respect to taxes and tax attributes relating to periods prior to the Separation Date.
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Tax Disaffiliation Agreement. Prior to the Time of Distribution GBC, the Company and Parent shall enter into an agreement relating to past and future
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Tax Disaffiliation Agreement. The Tax Disaffiliation Agreement in the form of attached to the Merger Agreement as Annex B, shall have been executed and delivered by each of the Company, GBC and Parent.
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Tax Disaffiliation Agreement. Buyer and Seller covenant and agree that they shall comply in all material respects with the terms and provisions of the Tax Disaffiliation Agreement.
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Tax Disaffiliation Agreement. The Tax Disaffiliation Agreement shall have been duly executed and delivered by each party thereto and shall be in full force and effect as of the Effective Time.
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Tax Disaffiliation Agreement. Prior to the Time of Distribution, New Gaylxxx, xxe Company and Parent shall enter into an agreement relating to past and future tax sharing and certain issues associated therewith in the form attached to the Merger Agreement as Annex B (the "Tax Disaffiliation Agreement").
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Tax Disaffiliation Agreement. The Tax Disaffiliation Agreement, in the form attached to the Merger Agreement as Annex B, shall have been executed and delivered by each of the Company, New Gaylxxx xxx Parent.
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Tax Disaffiliation Agreement the Tax Disaffiliation Agreement, in the form of Exhibit C hereto, pursuant to which Great Lakes and Octel have provided for certain tax matters.
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Related to Tax Disaffiliation Agreement

  • Tax Sharing Agreement TAX SHARING AGREEMENT" means the Tax Sharing Agreement, attached as EXHIBIT F to the Separation Agreement.

  • Tax Sharing Agreements All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

  • Termination Agreement (1) If the Franchise Agreement shall be terminated due to the expiration, both parties shall sign a Termination Agreement through negotiation completed 180 days prior to the expiration date.

  • Tax Matters Agreement If the Contributor (1) owns, directly or indirectly, an interest in any Contributed Property specified in the Tax Matters Agreement or (2) has any members that have been provided an opportunity to guarantee debt as set forth in the Tax Matters Agreement, the REIT and the Operating Partnership shall have entered into the Tax Matters Agreement substantially in the form attached as Exhibit D, if applicable.

  • Termination of Existing Tax Sharing Agreements Any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

  • Transition Agreement At Closing, Buyer and Seller shall execute the applicable Transition Agreements.

  • Sole Tax Sharing Agreement Except for this Agreement, the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, any and all existing Tax sharing agreements or arrangements, written or unwritten, between any member of the Parent Group, on the one hand, and any member of the SpinCo Group, the Acquiror Group or the JV Group, on the other hand, if not previously terminated, shall be terminated as of the Distribution Date without any further action by the parties thereto. Following the Distribution, no member of the SpinCo Group, the Acquiror Group, the JV Group or the Parent Group shall have any further rights or liabilities thereunder, and, except for the Tax Receivable Agreements, the Letter Agreement, Section 11.04(e) of the LLC Agreement and Section 5.15 of the Contribution Agreement, this Agreement shall be the sole Tax sharing agreement between the members of the SpinCo Group, the Acquiror Group or the JV Group, on the one hand, and the members of the Parent Group, on the other hand.

  • Transaction Agreement This Amendment shall be a Transaction Agreement, as set forth in Section 2.1 of the Framework Agreement, for all purposes.

  • Tax Indemnity Agreement The Tax Indemnity Agreement (Federal Express Corporation Trust No. N584FE), dated as of February 1, 1998, between the Lessee and the Owner Participant.

  • Employee Matters Agreement The Buyer shall have executed and delivered, or caused to be executed and delivered, to the Sellers the Employee Matters Agreement.

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