Common use of Tax Sharing, Consolidation and Similar Arrangements Clause in Contracts

Tax Sharing, Consolidation and Similar Arrangements. Except as set forth in Section 8.02(d) of the Disclosure Letter, (i) neither Seller nor any of the Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which Seller was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other person; (ii) neither Seller nor any of the Companies is party to any Tax Sharing Agreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of "Tax"; (iii) no amount of the type described in clause (ii) or (iii) of the definition of "Tax" is currently payable by Seller or any of the Companies, regardless of whether such Tax is imposed on that Person; and (iv) neither Seller nor any of the Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of Seller or any of the Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Acquisition Agreement (SCB Inc)

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Tax Sharing, Consolidation and Similar Arrangements. Except as set forth in on Section 8.02(d4.11(e) of the Company Disclosure LetterSchedule, (i) neither Seller nor any none of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which Seller the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other personPerson; (ii) neither Seller nor any none of the Acquired Companies is party to any Tax Sharing Agreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of "Tax"Agreement; (iii) no amount of the type described in clause (iiB) or (iiiC) of the definition of "“Covered Tax" is currently payable by Seller or any of the Acquired Companies, regardless of whether such Tax is imposed on that Personany of the Acquired Companies; and (iv) neither Seller nor any none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of Seller or any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)

Tax Sharing, Consolidation and Similar Arrangements. Except as set forth in Section 8.02(d) of the Disclosure Letter, (i) neither Seller nor any None of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which Seller the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other personPerson; (ii) neither Seller nor any none of the Acquired Companies is party to any Tax Sharing Agreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of "Tax"Agreement; (iii) no amount of the type described in clause (ii) or (iii) of the definition of "“Covered Tax" is currently payable by Seller or any of the Acquired Companies, regardless of whether such Tax is imposed on that Personany of the Acquired Companies; and (iv) neither Seller nor any none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of Seller or any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalstar, Inc.)

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Tax Sharing, Consolidation and Similar Arrangements. Except as set forth in on Section 8.02(d3.11(e) of the Company Disclosure LetterSchedule, (i) neither Seller nor any none of the Acquired Companies has been a member of an affiliated, consolidated, combined or unitary group other than one of which Seller the Company was the common parent, or made any election or participated in any arrangement whereby any Tax liability or any Tax Asset of any of the Acquired Companies was determined or taken into account for Tax purposes with reference to or in conjunction with any Tax liability or any Tax Asset of any other personPerson; (ii) neither Seller nor any none of the Acquired Companies is party to any Tax Sharing Agreement or to any other agreement or arrangement referred to in clause (ii) or (iii) of the definition of "Tax"Agreement; (iii) no amount of the type described in clause (ii) or (iii) of the definition of "Tax" is currently payable by Seller or any of the Acquired Companies, regardless of whether such Tax is imposed on that Personany of the Acquired Companies; and (iv) neither Seller nor any none of the Acquired Companies has entered into any agreement or arrangement with any Taxing Authority with regard to the Tax liability of Seller or any of the Acquired Companies affecting any Tax period for which the applicable statute of limitations, after giving effect to extensions or waivers, has not expired.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Communications Sales & Leasing, Inc.)

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