Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing As of the Closing Date, any Tax sharing or similar agreements allocation agreement or arrangement, whether or not written, that may have been entered into between the Company Purchased Subsidiary or any of its Subsidiaries, Subsidiaries on the one hand, and the Seller or any Affiliate of the Company its Affiliates (other than one of the Purchased Subsidiary and its Subsidiaries, ) on the other hand, shall be terminated terminated, and all payables and receivables arising thereunder shall be settled, in each case prior no payments that are owed by or to the Closing Date. After the Closing Date, neither the Company nor any of Purchased Subsidiary or its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunderbe made.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company Sellers or any of its Subsidiariestheir Affiliates, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesCompany, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing DateClosing, neither Buyer nor the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing allocation, sharing, distribution, gross-up or indemnity Contracts or similar agreements (excluding, for the avoidance of doubt, this Agreement) between the Company or any of its SubsidiariesSubsidiary, on the one hand, and the Seller or any Affiliate of the Company other than one of its SubsidiariesAffiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After Date and, after the Closing Date, neither the Company nor any of and its Subsidiaries Subsidiary shall not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing Contracts or similar agreements between Contracts with respect to or involving the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Subsidiaries shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After the Closing Dateand, neither after Closing, the Company nor any and each of its Subsidiaries shall not be bound by nor have any further rights or liabilities thereunder or under any payables such agreements (whether for the current year, a past year or receivables arising thereundera future year).

Tax Sharing Agreements. Any and all existing Tax All Tax-sharing agreements or similar agreements with respect to or involving the Company, other than agreements (i) between the Company and one or any more of its Subsidiaries, on or (ii) between the one hand, and any Affiliate of the Company other than one of its two Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and after the Closing Date, neither Date the Company nor any of its Subsidiaries shall not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising Liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing tax allocation, tax sharing, tax indemnity or other similar agreements agreement or arrangement (including Section 10 of the Stockholders’ Agreement), whether written or oral, between the Company (or any of its Subsidiaries, on the one hand, ) and Parent (or any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Affiliates) shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After Date and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements, Tax allocation agreements or similar agreements between the Company or and any of its Subsidiaries, Subsidiaries on the one hand, and any Affiliate Seller (or any of the Company other than one of its Subsidiariestheir Affiliates), on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date and, after the Closing DateClosing, neither the Company nor and any of its Subsidiaries shall not be bound thereby or have any further rights liability or liabilities thereunder or under any payables or receivables arising obligation thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesSellers and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing sharing, indemnity, allocation or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any All liabilities and all existing Tax sharing or similar agreements obligations between the Company Seller or any of its Affiliates (other than the Company and its Subsidiaries), on the one hand, and any Affiliate of the Company other than one of and its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, under any Tax sharing agreement in each case effect prior to the Closing Date (other than this Agreement) shall cease and terminate as of the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries no party shall have any further rights or liabilities thereunder or obligations under any payables or receivables arising thereundersuch Tax sharing agreement.

Tax Sharing Agreements. Any and all existing All Tax sharing or similar agreements Sharing Agreements between the Company or and/or any of its Subsidiaries, Subsidiaries on the one hand, and any Affiliate Shareholders and/or any Affiliates of the Company other than one of its Subsidiaries, any Shareholders on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case or modified prior to the Closing Date. After so as to cause there to be no continuing liability on the Closing Date, neither part of the Company nor or any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunderSubsidiaries.

Tax Sharing Agreements. Any and all existing All Tax sharing allocation, sharing, distribution, gross-up or indemnity Contracts or similar agreements (excluding, for the avoidance of doubt, this Agreement) between the Company or any of its Subsidiaries, on the one hand, and Seller or any Affiliate of the Company other than one of its SubsidiariesAffiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After Date and, after the Closing Date, neither the Company nor any of and its Subsidiaries shall not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any All Tax sharing agreements, arrangements, policies, and guidelines, formal or informal, express or implied, that may exist between any Company or their respective Subsidiaries and Seller or its Affiliates and all existing Tax sharing or similar agreements between rights and obligations thereunder shall terminate as of the Closing Date, and no Company or nor any of its Subsidiaries, on the one hand, and their respective Subsidiaries shall have Liability thereunder for any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, amounts due in each case respect of periods prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiariesor such Subsidiary, on the other hand, shall be terminated terminated, and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date such that after the Closing Date, Date neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising Liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing allocation, sharing, indemnity or other similar agreements agreement between the Company or any of and its Subsidiaries, on the one hand, and any Company Stockholder or its Affiliate of (other than the Company other than one or any of its Subsidiaries), on the other hand, shall will be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After as of the Closing Date, neither and, after the Closing, none of the Company, the Company’s Subsidiaries, any Company nor Stockholder or any of its Subsidiaries shall their Affiliates will have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements and arrangements between or similar agreements between among (a) any of the Company or any of and its Subsidiaries, on the one hand, and (b) any Affiliate of the Company other than one Stockholders, their direct or indirect owners or any of its Subsidiariestheir respective Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After the Closing Date, neither and none of the Company nor any of and its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All agreements or arrangements with respect to Tax sharing or similar agreements matters between the Company or any of its the Company Subsidiaries, on the one hand, and any Affiliate of the Company other than one Holders or any of its Subsidiariestheir respective Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case or modified prior to the Closing Date. After so as to cause there to be no continuing liability on the Closing Date, neither part of the Company nor or any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunderthe Company Subsidiaries.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the no Acquired Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, excluding this Agreement, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesSellers and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesStockholders and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and Prior to the Closing Date, all existing Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and Seller and any Affiliate of the Company other than one of its SubsidiariesAffiliates, on the other hand, shall be terminated without any further force and all payables and receivables arising thereunder shall be settledeffect, in each case prior to the Closing Date. After and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights liability or liabilities thereunder or under any payables or receivables arising obligations thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing allocation, sharing, indemnity or other similar agreements agreements, arrangements, understandings or practices with respect to Taxes between the Company or any of its SubsidiariesCompany, on the one hand, and any Seller or any Affiliate of the Company thereof (other than one of its Subsidiariesthe Company), on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After as of the Closing Date, neither and, after the Company nor Closing, none of the Company, any of its Subsidiaries Seller or any Affiliate thereof shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesStockholders and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Notwithstanding any other provision in this Agreement to the contrary, any Tax sharing allocation, Tax sharing, Tax indemnity, Tax reimbursement agreement or similar agreements arrangement between the Company Seller (or any of its Affiliates (other than the Company and its Subsidiaries)), on the one hand, and any Affiliate of the Company other than one of and its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date and, after the Closing DateClosing, neither the Company nor any of its Subsidiaries shall be not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Surviving Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between involving the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other handCompany, shall be terminated terminated, and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall not have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements (other than any Contract entered into in the ordinary course of business and the principal purpose of which is not Taxes) between the Company or any of its Subsidiariesthe Subsidiary, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesSellers and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries the Subsidiary shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or similar agreements between not) binding upon the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Subsidiaries shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After the Closing Date, such date neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising Liabilities thereunder.. (i)