Common use of Termination of Existing Tax Sharing Agreements Clause in Contracts

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.

Appears in 21 contracts

Samples: Agreement and Plan of Merger (Kush Bottles, Inc.), Agreement and Plan of Merger (Abeona Therapeutics Inc.), Agreement and Plan of Merger (Item 9 Labs Corp.)

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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 none of the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 10 contracts

Samples: Membership Interest Purchase Agreement (Us Energy Corp), Limited Liability Company Interest Purchase Agreement (HomeSmart Holdings, Inc.), Membership Interest Purchase Agreement (Enservco Corp)

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 Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 7 contracts

Samples: Stock Purchase Agreement (Synalloy Corp), Stock Purchase Agreement (Turning Point Brands, Inc.), Stock Purchase Agreement (Focus Universal Inc.)

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

Appears in 7 contracts

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

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

Appears in 6 contracts

Samples: Agreement and Plan of Exchange (Royale Energy Inc), Agreement and Plan of Exchange (Royale Energy Inc), Agreement and Plan of Exchange (Royale Energy, Inc.)

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 Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Cosmos Holdings Inc.), Employment Agreement (R F Industries LTD), Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

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 Company, Sellers, nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Veroni Brands Corp.), Membership Interest Purchase Agreement (GreenBox POS), Stock Purchase Agreement (Creatd, Inc.)

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 none of the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 4 contracts

Samples: Equity Purchase Agreement (OneWater Marine Inc.), Stock Purchase Agreement (Intellinetics, Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any member of the Company Group shall be terminated as of the Closing Date. After such date neither none of the members of the Company Group, Seller, SED nor any of its their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 4 contracts

Samples: Share Exchange Agreement (Document Security Systems Inc), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon Sharing Agreements between the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company Company, any Subsidiary, Seller nor any Affiliate of its Representatives Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Chubb Corp), Stock Purchase Agreement (Jefferson Pilot Corp), Stock Purchase Agreement (Chubb Corp)

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 Company, Seller, nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 4 contracts

Samples: Stock Purchase Agreement (Dougherty's Pharmacy, Inc.), Share Purchase Agreement (Hebron Technology Co., LTD), Share Purchase Agreement (Staffing 360 Solutions, Inc.)

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 Initial Closing Date. After such date neither none of the Company, Company nor Parent or any of its their respective Affiliates or Representatives shall have any further rights or liabilities thereunder.

Appears in 4 contracts

Samples: Investment Agreement, Investment Agreement, Investment Agreement (Ascend Wellness Holdings, LLC)

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

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Verano Holdings Corp.), Agreement and Plan of Merger (Verano Holdings Corp.), Agreement and Plan of Merger

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) binding upon oral, between the Company (or any Subsidiary or Affiliate of the Company), on the one hand, and any Subsidiary of the Company, on the other, shall be terminated by the Company and such Subsidiaries as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Kaneb Services LLC), Stock Purchase Agreement (Statia Terminals Group Nv), Stock Purchase Agreement (Kaneb Pipe Line Operating Partnership Lp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing allocation, indemnification or similar agreements (whether or arrangements, written or not) binding upon unwritten, between the Company Transferred Companies and Parent or any of its subsidiaries, predecessors or Affiliates (other than any of the Transferred Companies), shall be terminated as of the Closing Date. After such date neither the Company nor and there shall be no continuing obligation to make any of its Representatives shall have any further rights or liabilities payments thereunder.

Appears in 3 contracts

Samples: Agreement and Plan of Merger And (Avis Rent a Car Inc), Agreement and Plan of Merger and Reorganization (Cendant Stock Corp), Agreement and Plan of Merger and Reorganization (Fah Co Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Acquired Company shall be terminated as of the Closing Date. After such date neither the Company no Acquired Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Camber Energy, Inc.), Membership Interest Purchase Agreement (Viking Energy Group, Inc.)

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

Appears in 3 contracts

Samples: Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.), Agreement and Plan of Merger (GigCapital2, Inc.)

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 date, the Company nor any of its Representatives shall have any no further rights or liabilities thereunder.

Appears in 3 contracts

Samples: Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.), Membership Interest Purchase Agreement (Planet 13 Holdings Inc.)

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 Company, Seller, nor any of its Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Dalrada Financial Corp), Stock Purchase Agreement (Solar Integrated Roofing Corp.)

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 Company, any Seller, nor any of its such Seller’s Affiliates and his respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (ParcelPal Logistics Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (whether written or not) binding upon similar agreements with respect to or involving the Company shall be terminated as of prior to the Closing Date. After such date neither , and, after the Closing Date, the Company nor any shall not be bound thereby or have liability thereunder for amounts due in respect of its Representatives shall have any further rights or liabilities thereunderperiod prior to the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Intracel Corp), Stock Purchase Agreement (Intracel Corp)

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 none of the Company Company, Sellers nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company and/or its Subsidiaries shall be terminated as of the Closing DateDate (other than ancillary provisions in any customary commercial contracts entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes). After such date neither the Company Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.

Appears in 2 contracts

Samples: Share Purchase Agreement (Xenetic Biosciences, Inc.), Share Purchase Agreement (Xenetic Biosciences, Inc.)

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (Escalon Medical Corp), Stock Purchase Agreement (ERBA Diagnostics, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither the Company no Group Company, Transferor nor any of its the Transferors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Stock Acquisition Agreement (Charge Enterprises, Inc.), Stock Acquisition Agreement (Optimus Healthcare Services, Inc.)

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

Appears in 2 contracts

Samples: Agreement and Plan of Merger (United Insurance Holdings Corp.), Agreement and Plan of Merger (United Insurance Holdings Corp.)

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 none of the Company nor Company, Sellers or any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or the Shareholder 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (4Front Ventures Corp.), Agreement and Plan of Merger

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries (other than any such agreement reflected in a commercial Contract entered into in the ordinary course of business that does not primarily relate to Taxes) shall be terminated effective as of the Closing DateClosing. After such date neither the Company Company, any Equityholder, any Affiliate of any Equityholders, nor any of its Representatives their respective Representatives, shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (OncoCyte Corp), Agreement and Plan of Merger (OncoCyte Corp)

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 Company, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (EV Energy Partners, LP), Stock Purchase Agreement (EV Energy Partners, LP)

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

Appears in 2 contracts

Samples: Agreement and Plan of Exchange (Royale Energy Inc), Agreement and Plan of Exchange (Royale Energy, Inc.)

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

Appears in 2 contracts

Samples: Business Combination Agreement, Business Combination Agreement (MedMen Enterprises, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the an Acquired Company shall be terminated as of the Closing Date. After such date neither none of the Company Acquired Companies, Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Termination of Existing Tax Sharing Agreements. Any Notwithstanding anything to the contrary in this Agreement, all liabilities, obligations and all existing other rights between any member of the Seller Group, on the one hand, and the Company Group, on the other hand, under any Tax sharing agreements or Tax indemnity agreement in effect prior to the Closing Date (whether written or notother than this Agreement) binding upon the Company shall be terminated cease and terminate as of the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunderDate as to all past, present and future taxable periods.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company (other than any commercial agreements entered into in the ordinary and usual course of business, the principal purpose of which does not relate to Tax) 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 Liabilities thereunder.

Appears in 2 contracts

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

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the either Company shall be terminated as of the Closing Date. After such date neither the Company nor date, none of Companies, Seller, any of its Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

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.

Appears in 2 contracts

Samples: Purchase Agreement (LIVE VENTURES Inc), Share Exchange Agreement and Plan of Reorganization (U.S. NeuroSurgical Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing or Tax allocation agreements (whether written or not, but excluding any commercial agreement, the principal purpose of which does not relate to Taxes) 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.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.), Agreement and Plan of Reorganization (InMed Pharmaceuticals Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) unwritten, binding upon the any Company or any Subsidiary of a Company, shall be terminated as of the Closing DateClosing. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.76 84

Appears in 2 contracts

Samples: Purchase Agreement (Reliant Energy Resources Corp), Purchase Agreement (Reliant Energy Mid Atlantic Power Services Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon any of the Company Acquired Companies or relating to the Business or the Assets shall be terminated as of the Closing Date. After such date neither none of the Company nor Acquired Companies, Sellers or any of its their respective Affiliates or any of their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Securities and Asset Purchase Agreement (Easylink Services International Corp), Securities and Asset Purchase Agreement (Premiere Global Services, Inc.)

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 date, neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Meridian Bioscience Inc), Agreement and Plan of Merger (GigCapital2, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements Sharing Agreements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date neither date, none of the Company nor Company, the Stockholders, or any of its Representatives their Affiliates shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Research Solutions, Inc.), Agreement of Merger and Plan of Reorganization (Research Solutions, Inc.)

Termination of Existing Tax Sharing Agreements. Any Sellers shall cause the Company to terminate any and all existing Tax sharing agreements (whether written or not) binding upon the Company shall be terminated as of prior to the Closing DateClosing. After such date neither the no Company nor any of its Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)

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

Appears in 2 contracts

Samples: Stock Purchase Agreement (VeriChip CORP), Stock Purchase Agreement (Interpublic Group of Companies Inc)

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 Prior to the Closing Date. After , the parties shall terminate any existing tax sharing agreements to the extent such date neither the Company nor agreement or arrangement binds Flavors or any of its Representatives subsidiaries. The preceding sentence shall have not apply to any further rights or liabilities thereunderagreement entered into in connection with this Agreement.

Appears in 2 contracts

Samples: Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc), Stock and VSR Purchase Agreement (Mafco Consolidated Group Inc)

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 none of the Company Company, none of Seller nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Tecogen Inc.), Membership Interest Purchase Agreement (Tecogen Inc.)

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 date, none of the Company nor Company, the Seller Parties, or any of its Seller Parties' Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gse Systems Inc)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aegion Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements Sharing Agreements (whether written or not) binding upon the either Company shall be terminated as of the Closing DateClosing. After such date neither none, of the Company nor Companies, Seller, or any of its Representatives Seller’s Affiliates or their respective Personnel shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Sharing Agreements shall be terminated as of the Closing Date. date hereof After such the date neither hereof, none of the Company nor any of its Representatives Companies shall have any further rights or liabilities thereunder.. This Agreement shall be the sole Tax sharing agreement relating to any Company for all Pre-

Appears in 1 contract

Samples: Stock Purchase Agreement (Charlotte Russe Holding Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the an Acquired Company shall be deemed automatically terminated as of the Closing Date. After such date neither none of the Company nor Acquired Companies, any Seller, any of its a Seller’s Affiliates, or any of their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Allied Motion Technologies Inc)

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 Company, either Seller nor any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Unit Purchase Agreement (Sun Hydraulics Corp)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Limoneira CO)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written sharing, Tax allocation or not) Tax indemnity agreement binding upon any member of the Company Group and another Person other than a member of the Group, shall be terminated as of the date before the Closing Date and, on and after the Closing Date. After such date neither , none of the members of the Company nor any of its Representatives Group shall have any further rights or liabilities Liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Magnum Hunter Resources Corp)

Termination of Existing Tax Sharing Agreements. Any All liabilities, obligations and all existing Tax sharing agreements (whether written or not) binding upon other rights between any member of the Seller Group, on the one hand, and the Company or any of its Subsidiaries, on the other hand, under any Tax Sharing Agreement in effect on or prior to the Closing Date shall be terminated cease and terminate as of the Closing Date. After such date neither Date and the Company nor any of and its Representatives Subsidiaries shall have no liability with respect to any further rights or liabilities thereunderTax Sharing Agreement following the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (G Iii Apparel Group LTD /De/)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements between any Company and any member of the Seller Group (whether written or notincluding, without limitation, the Tax Sharing Agreement) binding upon the Company shall be terminated as of the close of business on the Closing Date. After such date neither none of the Companies, the Company Subsidiaries, the Sellers nor any Affiliate of its Representatives the Sellers shall have any further rights or liabilities thereunder. This Agreement shall be the sole Tax sharing agreement relating to any Company or any Company Subsidiary for all Pre- Closing Tax Periods.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties Inc)

Termination of Existing Tax Sharing Agreements. Any Except for any existing Tax sharing agreements between or among the Subsidiaries, any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of the Subsidiaries shall be terminated as of the Closing Date. After such date neither none of the Company nor any of its or the Subsidiaries and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nn Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Borg Warner Security Corp)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Brady Corp)

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 date, none of the Company nor Company, Sellers, or any of its Sellers’ respective Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)

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Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Group shall be terminated as of the Closing Date. After such date neither none of the Company Group, Seller nor any of its Seller’s Affiliates nor their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bio Key International Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax sharing agreements or similar arrangements with respect to or involving the Companies (whether written or notincluding, for example, the Tax Allocation Agreement) binding upon the Company shall be terminated as with respect to the Companies after the Closing Date and, after the Closing Date, neither the Stockholders and their Affiliates, on the one hand, nor the Companies, on the other hand, shall be bound thereby or have any liability thereunder to the other party for amounts due in respect of periods after the Closing Date. After such date neither Notwithstanding the Company nor any of its Representatives shall have any further rights or liabilities thereunder.foregoing,

Appears in 1 contract

Samples: Tax Indemnity and Allocation Agreement (Newmark Homes Corp)

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

Appears in 1 contract

Samples: Escrow Agreement (Ames National Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of the Acquired Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company Company, any of the Acquired Subsidiaries, any of the Sellers nor any of its Seller’s Affiliates their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Q2Earth Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or either Subsidiary shall be terminated as of the Closing Date. After such date neither From and after the Company nor Closing Date, none of the Company, either Subsidiary, Sellers or any of its Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Fat Brands, Inc)

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 none of the Company nor Company, the Stockholders, the Seller or any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Limbach Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Companies (other than the French tax integration between the Companies) shall be terminated as of the Closing Date. After such date neither the Company Companies, the Contributors nor any of its the Contributors’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Contribution Agreement (Apricus Biosciences, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax tax sharing agreements (whether written or not) arrangements binding upon the Company or any of its Subsidiaries (including, without limitation, the Tax Sharing Agreement) and any other agreement, express or implied, relating to taxable income 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.

Appears in 1 contract

Samples: Stock Purchase Agreement (Magellan Health Services Inc)

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 none of the Company Company, Sellers, Sellers’ Representative, nor any of its any Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)

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

Appears in 1 contract

Samples: Business Combination Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (whether written or not) binding upon similar agreements with respect to or involving any Company or any of the Company Subsidiaries shall be terminated as of prior to the Closing Date. After , and, from and after the Closing Date, no such date neither the Company nor any of its Representatives entity shall be bound thereby or have any further rights or liabilities thereunderliability thereunder for amounts due in respect of periods prior to the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Starwood Hotels & Resorts)

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 none of the Company nor Company, Sellers or any of its Sellers’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (R F Industries LTD)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax allocation or sharing agreements or other arrangements (whether written or not) binding upon the Company shall be terminated as of the Closing Date. After such date From and after the Closing Date neither the Purchaser nor the Company nor any of its Representatives shall have any further rights or liabilities thereunderor obligation to make any payment to Stockholder or any Affiliate of Stockholder, any Taxing Authority or any other Person pursuant to any such agreement or arrangement for any past for future period.

Appears in 1 contract

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

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 Effective Date. After such date neither the Company Company, the Seller nor any of its the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Monterey Capital Acquisition Corp)

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

Appears in 1 contract

Samples: Stock and Membership Interest Purchase Agreement (CST Brands, Inc.)

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 Seller nor any of its Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (American International Holdings Corp.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Group Company shall be terminated as of the Closing Date. After such date neither the Company nor any of its date, no Group Company, Seller or Seller’s Affiliate and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (Us Concrete Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company or any of its Subsidiaries shall be terminated as of the Closing Date. After such date date, neither the Company nor any of its Representatives Subsidiaries shall have any no further rights or liabilities thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (OptimizeRx Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (agreements, whether written or not) , binding upon the Purchased Company shall be terminated as of the Closing Date. After such date neither date, none of the Company Purchased Company, any Seller nor any of its a Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.. Section 7.03

Appears in 1 contract

Samples: Securities Purchase Agreement (Titan Machinery Inc.)

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 date, neither the Company Company, Parent, the Seller nor any of its Parent’s or Seller’s Affiliates nor their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Asure Software Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the Company Group shall be terminated as of the Closing Date. After such date neither none of the Company Group, the Seller Parties nor any of its Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Ideanomics, Inc.)

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 no further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement

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 none of the Company Company, no Seller nor any of its Representatives Affiliate or Representative thereof shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Iteris, Inc.)

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

Appears in 1 contract

Samples: Agreement and Plan of Merger (Harvard Bioscience Inc)

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 DateDate pursuant to the Schedule of Termination of Joint Taxation set forth on Schedule 6.02. After Except as set forth on Schedule 6.02, after such date neither the Company Company, nor any Seller nor any Affiliates of its Sellers and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement (AstroNova, Inc.)

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 date, none of the Company nor Company, the Seller Parties, or any of its Seller Parties’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Gse Systems Inc)

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

Appears in 1 contract

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

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 Company, the Equityholders nor any of its their respective Affiliates or Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

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

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 none of Company, Parent, of the Company nor any of its Representatives Surviving Corporation or their respective representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

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

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether or arrangements, written or not) binding upon the oral, between Seller and any Company or any Subsidiary, shall be terminated terminate as of the Closing, and after the Closing Date. After such date , neither any Company, any Subsidiary, the Company Purchaser, nor any Affiliate of its Representatives any of them, shall have any further rights or liabilities thereunderliability thereunder after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (MDC Partners Inc)

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 Company, Seller, nor any of its Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.. Section 6.04

Appears in 1 contract

Samples: Stock Purchase Agreement (Phunware, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax All tax-sharing agreements (or similar agreements, whether written or not) binding upon , with respect to or involving the Company or the Subsidiaries shall be terminated as of prior to the Closing Date. After such date neither the Company nor any of its Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interco Inc)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Sterling Construction Co Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding upon the any Company shall be terminated as of the Closing Date. After such date neither the Company any Company, no Seller nor any of its any Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Meridian Bioscience Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not, but excluding agreements entered into in the ordinary course of business the primary purpose of which does not relate to Tax) 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (AbCellera Biologics Inc.)

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 none of the Company Company, Sellers or any of Sellers’ Affiliates, nor any of its Representatives their respective Representatives, shall have any further rights or liabilities thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Compass Group Diversified Holdings LLC)

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

Appears in 1 contract

Samples: Escrow Agreement (LIVE VENTURES Inc)

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

Appears in 1 contract

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

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