Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and All obligations of the Company under all Tax allocation or sharing agreements or other similar agreements shall have been terminated on or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodLiability thereunder.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or Sharing Agreements (other agreements or arrangements binding than any Ordinary Course Tax Sharing Agreement) between any Company and any other Person entered into before the Company Closing Date shall be terminated with respect to the Company before or as of the day before the Closing Date and, from and after the Closing Date, the such Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and As of the Closing, all Tax allocation or sharing agreements or other agreements similar agreements, written or arrangements binding unwritten, with respect to or involving the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make have any payment to any Affiliate, Governmental Authority further rights or other Person pursuant to obligations under any such agreement or arrangement for any past or future periodagreement.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements (other than any agreement or other agreements or arrangements binding arrangement the primary purpose of which does not relate to Taxes) between the Company and any other Person shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements or other agreements or arrangements binding between the Company or any of its Subsidiaries, on the one hand, and any other Person, on the other hand, shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, neither the Company nor any of its Subsidiaries shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all The Company shall terminate or cause to be terminated prior to Closing any Tax sharing or Tax allocation or sharing agreements or other agreements or arrangements binding among any of the Company shall be terminated with respect to the Company as of the day before the Closing Date andand its Subsidiaries, from and after the Closing Date, none of the Company or any of its Subsidiaries shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodliability thereunder.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, Date the Company shall not be obligated to make any payment to any AffiliateSeller, Governmental Affiliate of Seller, Taxing Authority or other Person pursuant to any such agreement or arrangement for any past or future period.. 11 - ACQUISTION AGREEMENT

Termination of Tax Sharing Agreements. Any and all Tax allocation indemnification, allocation, sharing or sharing similar agreements or other agreements or arrangements binding under which any of the Companies could be liable for the Tax liability of any Person that is not a Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the no Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodagreement.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements between the Company and Seller or other agreements or arrangements binding the Company Affiliate shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make (or receive) any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement agreements for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding any of the Company Acquired Companies shall be terminated with respect to the Company such Acquired Companies as of the day before the Closing Date and, from and after the Closing Date, none of the Company Acquired Companies shall not be obligated to make any payment to any AffiliateSeller Party or Affiliate of any Seller Party, Governmental Taxing Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company Companies and/or any Subsidiary (other than any such agreement or arrangement solely between the Companies and any of their Subsidiaries) shall be terminated with respect to the Company and any such Subsidiary as of the day before the Closing Date and, from and after the Closing Date, the no Company nor any of its Subsidiaries shall not be obligated to make any payment to any Affiliate, Governmental Person or Taxing Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding relating to Tax matters between any of the Company Business Entities on the one hand and Seller or any Continuing Affiliate on the other hand shall be terminated with respect to each of the Company Business Entities as of the day before the Closing Date and, from and after the Closing Date, the Company Business Entities shall not be obligated to make have any payment to any Affiliate, Governmental Authority rights or other Person pursuant to any such agreement or arrangement obligations thereunder for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding agreements, if any, between the Company and any third party shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any AffiliateSellers or their Affiliates, Governmental Authority Entity or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any The Company shall ensure that any and all Tax allocation or agreements, Tax sharing agreements or other similar agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated have an obligation to make any payment payments in respect thereof to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements with respect to Taxes binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Company Holder or Affiliate, Governmental Authority governmental authority or other Person pursuant to any such agreement or arrangement for any past or future period.. (f)

Termination of Tax Sharing Agreements. Any and all All Tax allocation sharing, allocation, indemnity or sharing similar agreements with respect to or other agreements or arrangements binding involving the Company Companies shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the no Company shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodliability thereunder.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Seller Party or Affiliate, Governmental Authority taxing authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all All Tax allocation sharing, Tax indemnity or sharing Tax distribution agreements or other agreements similar arrangements, including any such provisions in the Company’s Operating Agreement, with respect to or arrangements binding involving the Company Company, if any, shall be terminated with respect prior to the Company as of the day before the Closing Date and, from and after the Closing Date, the Parent, the Company, the Surviving Company and their Affiliates shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority liability thereunder for amounts due in respect of periods ending on or other Person pursuant to any such agreement or arrangement for any past or future periodbefore the Closing Date.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other similar agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

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

Termination of Tax Sharing Agreements. Any and all All Tax allocation or sharing agreements or other agreements or arrangements agreements, if any, binding any of the Company Companies shall be terminated with respect to the Company as of the day before the Closing Date and, from and after none of the Closing Date, the Company Companies shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement thereunder for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements with respect to Taxes binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Company Holder or Affiliate, Governmental Authority governmental authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding Sharing Agreements between the Company, on the one hand, and the Company Stockholders and their Affiliates, on the other hand, shall be terminated with respect as to the Company as of the day before the Closing Date and, from and after the Closing Date, and the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement Tax Sharing Agreement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements or between any of the Acquired Companies, on the one hand, and any other agreements or arrangements binding Person, on the Company other, shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, none of the Company Acquired Companies shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements between any Group Company, on the one hand, and any Equityholder or any of its Affiliates, on the other agreements or arrangements binding the Company hand, shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the no Group Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all All Tax allocation or sharing agreements or other similar agreements with respect to or arrangements binding involving the Company or any Subsidiary shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, neither the Company nor any Subsidiary shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodLiability thereunder.

Termination of Tax Sharing Agreements. Any The Company and all Tax allocation or sharing agreements or other agreements or arrangements binding the Subsidiaries of the Company shall be terminated with respect cause the termination prior to the Company as of the day before the Closing Date andof all Tax sharing and indemnity agreements or similar arrangements among the Company and its Subsidiaries, from and after the Closing Date, none of the Company Company, any Subsidiary of the Company, Buyer, or any Affiliate of Buyer shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodliability thereunder.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to the Company Stockholders, any AffiliateAffiliate of the Company Stockholders, Governmental or any Taxing Authority or other Person person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or Tax sharing agreements between the Company, on the one hand, and Seller or any of its Affiliates, on the other agreements or arrangements binding the Company hand, shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company Companies or the Subsidiaries shall be terminated with respect to the Company Companies and Subsidiaries as of the day before the Closing Date and, from and after the Closing Date, the no Company or Subsidiary shall not be obligated to make any payment to any AffiliateSeller or affiliate, Governmental Authority Taxing authority or other Person person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company or any Subsidiary shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, none of the Company or any Subsidiary shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any The Sellers shall ensure that any and all Tax allocation or sharing Sharing agreements or other similar agreements or arrangements binding the any Company shall be terminated with respect to the Company as of the day on or before the Closing Date and, from and after the Closing Date, the Company Companies shall not be obligated have no obligation to make any payment payments in respect thereof to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax tax allocation or sharing agreements agreement or arrangement, whether or not written, that may have been entered into by Parent or any affiliate of Parent (other agreements or arrangements binding than the Company) and the Company shall be terminated with respect as to the Company as of the day before the Closing Date and, from and after the Closing Date, and no payments which are owed by or to the Company pursuant thereto shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodmade thereunder.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to the Selling Stockholders, any AffiliateAffiliate of the Selling Stockholders, Governmental or any Taxing Authority or other Person person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all All Tax allocation or sharing agreements or other similar agreements with respect to or arrangements binding involving the Company or any Subsidiary shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, neither the Company nor any of its Subsidiaries shall not be obligated to make bound thereby or have any payment to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future periodLiability thereunder.

Termination of Tax Sharing Agreements. Any The Stockholders shall ensure that any and all Tax allocation or agreements, Tax sharing agreements or other similar agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated have no obligation to make any payment payments in respect thereof to any Affiliate, Governmental Authority or other Person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other similar agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company Surviving Corporation shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person person pursuant to any such agreement or arrangement for any past or future period.

Termination of Tax Sharing Agreements. Any and all All Tax indemnity, sharing, or allocation or sharing agreements or other agreements or arrangements binding similar Contracts (other than this Agreement and any Contract with incidental Tax provisions entered into in the Ordinary Course of Business) between the Company and any other Person shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, and there will be no rights or Liability of Buyer or the Company shall not be obligated to make any payment to any Affiliate, Governmental Authority or other Person pursuant to under any such agreement or arrangement for any past or future periodfollowing the Closing Date.

Termination of Tax Sharing Agreements. Any and all Tax allocation or sharing agreements or other agreements or arrangements binding the Company shall be terminated with respect to the Company as of the day before the Closing Date and, from and after the Closing Date, the Company shall not be obligated to make any payment to any AffiliateSeller or affiliate, Governmental Authority Taxing authority or other Person person pursuant to any such agreement or arrangement for any past or future period.