Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, neither the Company nor any Subsidiary shall not be bound thereby or have any liability Liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated on or prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements On or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date andDate, any agreement with respect to Taxes to which the Company or any of the Division Entities is a party shall be terminated (other than agreements, arrangements or practices solely between or among the Company and the Division Entities), all obligations thereunder shall be settled, and no additional payments shall be made under any provisions thereof after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements agreements, arrangements, policies and guidelines, whether formal or similar arrangements informal, express or implied, oral or written, to which the Company or Seller is a party and all obligations of the Company thereunder shall be terminated with respect to or involving the Company and applicable to all Post-Closing Periods, and on the Closing Date the Company shall be terminated prior have no further liability or obligations thereunder with respect to the all Post-Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DatePeriods.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company Parent, the Company, the Surviving Corporation and their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements On or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date andDate, all Tax sharing agreements and similar arrangements to which either of the Transferred Subsidiaries is a party or otherwise relating to the Assets or the Business shall be terminated, all obligations thereunder shall be settled, and no additional payments shall be made under any thereof after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements relating to Tax matters between the Company on the one hand and the Seller or any of its affiliates on the other hand shall be terminated with respect to or involving the Company shall be terminated prior to as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be bound thereby obligated to make any payment to the Seller or have any liability thereunder of its affiliates, any Taxing Authority or any other person pursuant to any such agreement or arrangement for amounts due in respect of periods ending on any past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Transferred Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, none of the Company Transferred Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements agreements with respect to or involving the Company shall be terminated prior to as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business (other than as set forth in this Article IX) shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated or amended to eliminate the Business Subsidiaries and the Operating Subsidiaries as parties to such agreements prior to the Closing Date and, after the Closing Date, none of the Company Buyer, the Business Subsidiaries, the Operating Subsidiaries or their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before beginning after the Pre-Closing DateTax Period.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements relating to Tax matters between the Company on the one hand and any affiliate of Seller on the other hand shall be terminated with respect to or involving the Company shall be terminated prior to as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be bound thereby obligated to make any payment to any affiliate of Seller, Taxing Authority or have other person pursuant to any liability thereunder such agreement or arrangement for amounts due in respect of periods ending on any past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company and its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the none of Company or its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business (other than any such agreements or arrangements that are ordinary course commercial agreements, credit agreements or other agreements not primarily related to Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated at or prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving agreements between the Company or any of its Subsidiaries and any other Person (other than any such agreement created by the execution of this Agreement and any Excluded Tax Sharing Agreements) shall be terminated prior to on or before the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company or its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements agreements with respect to or involving the Company (other than any such agreement created by the execution of this Agreement) shall be terminated prior to as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing allocation, sharing, indemnity or similar agreements or similar arrangements with respect to or involving the Company or any of its Subsidiaries (other than customary indemnification provisions in any agreement entered into in the ordinary course of business and not primarily concerning Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability Liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements On or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date anddate, all tax sharing agreements and similar arrangements to which either of the Companies is a party or otherwise relating to the Assets or the Business shall be terminated, all obligations thereunder shall be settled, and no additional payments shall be made under any thereof after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datedate.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements Sharing Agreements with respect to or involving the any Sold Company or any Sold Subsidiary shall be terminated prior to the Closing Date and, after as of the Closing Date, and after the Company Closing Date none of the Sold Companies or Sold Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on (whether related to any period before or before after the Closing DateClosing).

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company and any person other than the Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the either Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyers and their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Any and all Tax allocation or sharing agreements or similar other agreements or arrangements with respect relating to or involving Tax matters between the Company and any other Person shall be terminated prior to as of the Closing day before the Agreement Date and, from and after the Closing Agreement Date, the Company shall not be bound thereby obligated to make any payment to any Person pursuant to any such agreement or have arrangement for any liability thereunder for amounts due in respect of periods ending on past or before the Closing Datefuture period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Parties shall be terminated on or prior to the Closing Date and, after the Closing Date, Purchaser and the Company Parties shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements Sharing Agreements with respect to or involving the Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving any member of the Company Group Companies (other than any agreement entered into in the Ordinary Course of Business and not primarily concerning Taxes) shall be terminated prior to on the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on a Pre-Closing Tax Period or before the Closing DateStraddle Period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business or the Acquired Companies (other than those exclusively between or among Acquired Companies) shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All If applicable, any and all Tax sharing agreements or similar arrangements agreements with respect to or involving the Company shall be terminated prior to as of the Closing Date and, after the Closing Date, neither the Stockholders, Buyer nor the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company or any of its Subsidiaries (other than any commercial agreement entered into in the ordinary course of business and not primarily concerning Taxes) shall be terminated prior to the Closing Date and, after the Closing Date, neither the Company nor any of its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company and the Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Company and the Subsidiary shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.. -45- 54 ARTICLE X

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to between the Company, on the one hand, and Seller or involving Parent, on the Company other hand, shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Prior to the Closing, the Seller shall ensure that any and all Tax allocation agreements, Tax sharing agreements agreements, or other similar arrangements in respect of Taxes shall be terminated with respect to or involving the Company shall be terminated prior to as of the Closing Date Date, and, from and after the Closing Date, the Company shall not be bound thereby have no obligation to make any payments in respect to such arrangements, or otherwise shall have any liability thereunder other obligations with respect to such arrangements, to any Person for amounts due in respect of periods ending on or before the Closing Dateany period.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the either Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All With the exception of customary commercial leases or contracts that are not primarily related to Taxes entered into the ordinary course of business consistent with past practice and liabilities thereunder, all Tax sharing agreements sharing, Tax indemnity, Tax allocation or similar arrangements agreements with respect to or involving the Company or any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Company Company, Purchaser and their respective Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after as of the Closing Date, and after Certain confidential information contained in this document, marked by [***], has been omitted because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. the Closing Date the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on (whether related to any period before or before after the Closing DateClosing).

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company (other than commercial agreements entered into in the ordinary course of business and the principal purpose of which is unrelated to Tax) shall be terminated prior to the Closing Date and, after the Closing DateClosing, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datethereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Business shall be terminated at or prior to the Closing Date Time and, after the Closing DateTime, neither of the Company Buyers or their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on at or before the Closing DateTime.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, neither the Company nor the Surviving Corporation shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax tax-sharing agreements or similar arrangements with respect to or involving the Company shall be terminated with respect to Company prior to the Closing Date Date, and, after the Closing Date, neither the Company Seller and its affiliates, on the one hand, nor Company, on the other shall not be bound thereby or have any liability thereunder to the other party for amounts due in respect of periods ending on or before prior to the Closing Date.

Termination of Tax Sharing Agreements. All Tax tax sharing agreements and any other tax allocation arrangements, whether or similar arrangements with respect to or involving not written, between the Company on the one hand and the Sellers or any affiliates of the Sellers on the other shall be terminated prior to as of the Closing Date andfor all periods commencing thereafter, after the Closing Date, and no payments which are owed by or to the Company pursuant thereto for such periods shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datemade thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements Seller shall terminate or similar arrangements with respect cause to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateDate any and all of the tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, as between Seller or any predecessor or Affiliate thereof, on the one hand, and the Company, on the other hand, for all Taxes imposed by any Governmental Authority, regardless of the period in which such Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated on or prior to the Closing Date and, after the Closing Date, the Company Buyer and its affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Pre-Closing DateTax Periods.

Termination of Tax Sharing Agreements. All Tax sharing agreements or ------------------------------------- similar arrangements with respect to or involving the Company Business (other than as set forth in this Article IX) shall be terminated prior to the Closing Date and, after the Closing Date, the Company Buyer and its Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity or Tax distribution agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date and, after the Closing Date, Parent, the Company Surviving Corporation their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Any and all Tax sharing agreements (whether written or similar arrangements with respect to or involving oral) between the Company and any Affiliate of a Seller shall be terminated immediately prior to the Closing Date and, after the Closing Date, and the Company shall not be bound thereby have no further Liability of any nature to a Seller, or any Affiliate thereof, under any such agreement, and Sellers, or any Affiliate thereof, shall have no further Liability of any liability thereunder for amounts due in respect of periods ending on or before nature to the Closing DateCompany under any such agreement.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company business of the Seller, the Company, or any Subsidiary shall be terminated prior to the Closing Date and, after the Closing Date, the Company Purchaser, the Company, the Subsidiaries and their Affiliates shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving agreements between the Company and any other Person (other than any such agreement created by the execution of this Agreement) shall be terminated prior to on or before the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Any and all existing Tax sharing sharing, Tax indemnification, or Tax allocation agreements or similar arrangements with respect binding upon any Acquired Company (other than commercial contracts not primarily related to or involving Taxes entered into in the Company ordinary course of business) shall be terminated prior to as of the Closing Date and, after day before the Closing Date, the and none of Acquiror or any Acquired Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on further rights or before the Closing Date.Liabilities thereunder. (g)

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company shall be terminated prior to the Closing Date date hereof and, after the Closing Datedate hereof, the Company shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datedate hereof.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving the Company Group shall be terminated prior to the Closing Date and, after the Closing Date, the Company Group Members shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing sharing, Tax indemnity and Tax allocation agreements or similar arrangements with respect to or involving the Company Businesses shall be terminated on or prior to the Closing Date and, after the Closing Date, the Buyer and its Affiliates (including any Acquired Company or Business Subsidiary) shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Datedue.

Termination of Tax Sharing Agreements. All Tax tax sharing agreements or similar arrangements arrangements, if any, with respect to or involving the Company shall be terminated with respect to the Company prior to the Closing Date and, after the Closing Date, the Company and the Purchaser shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.

Termination of Tax Sharing Agreements. All Tax sharing agreements or similar arrangements with respect to or involving agreements between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand (other than any such agreement created by the execution of this Agreement), shall be terminated prior to on or before the Closing Date andDate, and after the Closing Date, none of the Company or its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing DateLiability thereunder.

Termination of Tax Sharing Agreements. All Tax sharing agreements or ------------------------------------- similar arrangements with respect to or involving the Company and any of its Subsidiaries shall be terminated prior to the Closing Date and, after the Closing Date, the Company and any of its Subsidiaries shall not be bound thereby or have any liability thereunder for amounts due in respect of periods ending on or before the Closing Date.