Common use of Termination of Tax Allocation Arrangements Clause in Contracts

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller or any Affiliate of Seller, on the one hand, and the Company, on the other hand, shall be terminated as to the Company on or prior to the Closing, and after the Closing the Company shall not have any liability thereunder.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Akerna Corp.), Equity Purchase Agreement, Equity Purchase Agreement (Impac Mortgage Holdings Inc)

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Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller allocation, indemnity or sharing agreement between any Affiliate of Sellerthe Acquired Companies, on the one hand, and the Companyany Person, on the other hand, shall be terminated as to the such Acquired Company on or prior to the Closing, and after the Closing none of the Company Acquired Companies shall not have any liability thereunder. Any power of attorney with respect to Taxes granted by any of the Acquired Companies shall be terminated on or prior to the Closing.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (OMNICELL, Inc)

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller the Member or any Affiliate of Sellerthe Member, on the one hand, and the a Group Company, on the other hand, shall be terminated as to the Company Group Companies on or prior to the Closing, and after the Closing the Company Group Companies shall not have any liability Liability thereunder.

Appears in 2 contracts

Samples: Master Transaction Agreement (RTI Surgical Holdings, Inc.), Master Transaction Agreement (Rti Surgical, Inc.)

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller or any Affiliate of Seller, on the one hand, and the CompanyCompany or any Subsidiary, on the other hand, shall be terminated as to the Company and each Subsidiary on or prior to the Closing, and after the Closing neither the Company nor any Subsidiary shall not have any liability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Genworth Financial Inc)

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller the Company or any Affiliate of Seller, on the one hand, and the Company, on the other hand, Subsidiary shall be terminated as to the Company or the Subsidiary on or prior to the Closing, and after the Closing the Company and each Subsidiary shall not have any liability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Akerna Corp.)

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement Agreement entered into by Seller or any Affiliate member of Sellerthe Company Group, on the one hand, and any member of the CompanySeller Group, on the other hand, shall be terminated as to each member of the Company Group on or prior to the Closing, and after the Closing no member of the Company Group shall not have any liability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement

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Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller allocation, Tax indemnity or any Affiliate of SellerTax sharing agreement between the Company and its Subsidiaries, on the one hand, and the Companyany one or more Sellers or Affiliates of Sellers, on the other hand, shall be terminated as to the Company and its Subsidiaries on or prior to the Closing, and after the Closing the Company and its Subsidiaries shall not have any liability thereunder.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cheesecake Factory Inc)

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller allocation, Tax indemnity or any Affiliate of SellerTax sharing agreement between the Company, on the one hand, and the Companyany Person, on the other hand, shall be terminated as to the Company on or prior to the Closing, and after the Closing the Company shall not have any liability thereunder.

Appears in 1 contract

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

Termination of Tax Allocation Arrangements. Any Tax Sharing Arrangement entered into by Seller or any Affiliate of Seller, on the one hand, and any of the CompanyPurchased Corporations, on the other hand, shall be terminated as to the Company Purchased Corporations on or prior to the Closing, and after the Closing none of the Company Purchased Corporations shall not have any liability thereunder.

Appears in 1 contract

Samples: Share Purchase Agreement

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