Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will be terminated as of the Closing Date.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vmware, Inc.), Agreement and Plan of Merger (Emc Corp)

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Termination of Tax Sharing Agreements. All Any and all existing Tax sharing, allocation, indemnity or similar agreements with respect to or involving Sharing Agreements between any Company Entities (on the Company one hand) and Seller and/or any of its Subsidiaries will post-Closing Affiliates (one the other hand) shall be terminated (or modified) as of the Closing DateDate such that there shall be no continuing liability on the part of any Company Entity.

Appears in 1 contract

Samples: Stock Purchase Agreement (1 800 Flowers Com Inc)

Termination of Tax Sharing Agreements. All Tax sharingOn or prior to the Closing Date, allocationthe Companies and the Subsidiaries shall terminate any and all liabilities, indemnity or similar agreements obligations, and rights with respect to or involving any Tax sharing agreements to which it is a party (other than those imposed by Law), and all obligations thereunder with respect to the Company and/or its Companies and the Subsidiaries will shall be terminated as of settled, and no additional payments shall be made under any provisions thereof after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Newell Rubbermaid Inc)

Termination of Tax Sharing Agreements. All Tax sharingPrior to the Closing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will be terminated as of withdraw from or terminate all Tax allocation or sharing agreements to which the Closing DateCompany is a party (other than this Agreement). Upon withdrawal, all rights and obligations under such agreements will cease.

Appears in 1 contract

Samples: Tax Matters Agreement (Graham Holdings Co)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity sharing agreements or similar agreements with respect to or involving (other than this Agreement) between the Company and/or its Subsidiaries will and any Person that is not the Company shall be terminated as of the Closing Date, and there will be no Liability of the Buyer or the Company under any such agreement following the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Esterline Technologies Corp)

Termination of Tax Sharing Agreements. All Any and all Tax sharingallocation ------------------------------------- agreements, allocationTax sharing agreements, indemnity intercompany agreements, or other similar agreements with respect to or involving between the Company and/or its Subsidiaries will and the Seller or any Affiliate of the Seller that relates to any Tax or Tax matter shall be terminated as of the Closing DateClosing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pacer International Inc)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or or any of its Subsidiaries will be terminated as of the Closing DateDate and neither the Company nor any of its Subsidiaries will have any further liability thereunder (other than any such Tax sharing, allocation, indemnity or similar agreements (x) entered into in the ordinary course of business the primary purpose of which is unrelated to Taxes or (y) solely between the Company and/or its Subsidiaries).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Citrix Systems Inc)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will shall be terminated as of the Closing DateDate and neither the Company nor its Subsidiaries shall have any further liability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Datawatch Corp)

Termination of Tax Sharing Agreements. All Tax tax sharing, allocation, Tax indemnity or similar Tax allocation agreements (including intercompany payables and receivables) with respect to the Acquired Companies or involving the Company and/or its Subsidiaries will shall be terminated as of prior to the Closing Dateand the Acquired Companies and the Subsidiaries shall have no Liability with respect to such agreements following the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pioneer Power Solutions, Inc.)

Termination of Tax Sharing Agreements. All Any Tax sharingSharing Agreement entered into by Sellers or any Affiliate of Sellers, allocationon the one hand, indemnity or similar agreements with respect to or involving and any Acquired Company, on the Company and/or its Subsidiaries will other hand, shall be terminated as of to each Acquired Company on or prior to the Closing, and after the Closing Dateno Acquired Company shall have any liability thereunder.

Appears in 1 contract

Samples: Securities Purchase Agreement (Colliers International Group Inc.)

Termination of Tax Sharing Agreements. All Any Tax sharing, allocationindemnity, indemnity or similar agreements with respect to or allocation agreement involving the Company and/or or any of its Subsidiaries will and any party other than the Company or any of its Subsidiaries shall be terminated as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Clorox Co /De/)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will be terminated as of the Closing DateDate (other than an agreement solely among the Company and/or some or all of it its Subsidiaries that is disclosed on Section 4.7(b) of the Disclosure Schedule or agreements entered into in the ordinary course of business the primary purpose of which was not Tax).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aaron's Inc)

Termination of Tax Sharing Agreements. All Tax sharing, Tax allocation, Tax indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shutterfly Inc)

Termination of Tax Sharing Agreements. All Tax Any and all tax sharing, allocation, indemnity allocation or similar indemnification agreements with respect to between Seller (or involving any Affiliate of Seller) and the Company and/or its Subsidiaries will be are terminated as of the end of the Closing Date and will have no further effect for any period after the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (Avnet Inc)

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Termination of Tax Sharing Agreements. All Tax sharingsharing agreements, allocationarrangements, indemnity policies and guidelines, whether formal or similar agreements informal, express or implied, oral or written, to which the Company or Sellers are a party and all obligations of the Company thereunder shall be terminated with respect to or involving the Company and/or its Subsidiaries will be terminated as of and applicable to all Post-Closing Periods, and on the Closing DateDate the Company shall have no further liability or obligations thereunder with respect to all Post-Closing Periods.

Appears in 1 contract

Samples: Unit Purchase Agreement (Prestige Brands Holdings, Inc.)

Termination of Tax Sharing Agreements. All The Company shall terminate any Tax sharing, allocation, indemnity sharing or similar agreements with respect to or involving which the Company and/or and its Subsidiaries will be terminated are a party thereto effective as of the Closing Date.

Appears in 1 contract

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

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will be terminated as of the Closing Date.. (c)

Appears in 1 contract

Samples: Agreement and Plan of Merger

Termination of Tax Sharing Agreements. All Any and all Tax sharingallocation or Tax sharing agreements between any Group Company, allocationon the one hand, indemnity and any Equityholder or similar agreements with respect to or involving any of its Affiliates, on the Company and/or its Subsidiaries will other hand, shall be terminated as of the Closing Date.Date and, from and

Appears in 1 contract

Samples: Call Option Equity Purchase Agreement (United States Steel Corp)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will shall be terminated as of the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nova Measuring Instruments LTD)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will or any other Company Group Entity shall be terminated as of the Closing Date and, after the Closing Date, Seller shall indemnify Purchaser and hold Purchaser harmless for any liability, including successor liability, under any such Tax sharing allocation, indemnity or similar arrangement.

Appears in 1 contract

Samples: Purchase Agreement (On Semiconductor Corp)

Termination of Tax Sharing Agreements. All Tax sharingSharing Agreements between the Company, allocationon the one hand, indemnity and any Shareholder or similar agreements with respect to or involving any of such Shareholder’s Affiliates (other than the Company and/or its Subsidiaries will Company), on the other hand, shall be terminated as of the Closing Date and, from and after the Closing Date, and the Company shall not have any further liability thereunder.

Appears in 1 contract

Samples: Share Exchange Agreement (Agenus Inc)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving any of the Company and/or its Subsidiaries will shall be terminated as of the Closing Date and, after the Closing Date, no Company Subsidiary shall be bound thereby or have any liability thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Clean Energy Fuels Corp.)

Termination of Tax Sharing Agreements. All Tax sharing, allocation, indemnity or similar agreements with respect to or involving the Company and/or its Subsidiaries will be terminated as of the Closing Date.

Appears in 1 contract

Samples: Stock Purchase Agreement (PLBY Group, Inc.)

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