Common use of Termination of Tax Sharing Agreements Clause in Contracts

Termination of Tax Sharing Agreements. Anything in any other agreement to the contrary notwithstanding, the Company and each of its Subsidiaries shall take all action necessary to cease and terminate any Tax allocation, sharing or indemnity agreement or arrangement (other than between the Company and any of its wholly-owned Subsidiaries) effective at the Closing, and all obligations thereunder shall terminate and no additional payments shall be made thereunder after the Closing, except with respect to any claims in effect as of such termination.

Appears in 3 contracts

Samples: Share Purchase Agreement (JFrog LTD), Share Purchase Agreement, Share Purchase Agreement (Mimecast LTD)

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Termination of Tax Sharing Agreements. Anything in Except for any other agreement Tax Sharing Agreement entered into with respect to the contrary notwithstandingtransactions contemplated by this Agreement, effective as of the Closing, any and all Tax Sharing Agreements between the Sellers and/or any of its Affiliates (other than the Company or any of its Subsidiaries), on the one hand, and any of the Company or its Subsidiaries, on the other hand, shall be terminated and shall have no further effect, and thereafter each of the Company and each of its Subsidiaries shall take all action necessary to cease and terminate not be bound thereby or have any Tax allocation, sharing or indemnity agreement or arrangement (other than between the Company and any of its wholly-owned Subsidiaries) effective at the Closing, and all obligations thereunder shall terminate and no additional payments shall be made thereunder after the Closing, except with respect to any claims in effect as of such terminationliability thereunder.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (SFX Entertainment, INC), Agreement and Plan of Merger (SFX Entertainment, INC)

Termination of Tax Sharing Agreements. Anything in any other agreement to the contrary notwithstanding, the Company and each of its Subsidiaries shall take all action reasonably necessary to cease and terminate any Tax allocation, sharing or indemnity agreement or arrangement (other than between the Company and any of its wholly-owned Subsidiaries) effective at the Closing, and all obligations thereunder shall terminate and no additional payments shall be made thereunder after the Closing, except with respect to any claims in effect as of such termination.

Appears in 1 contract

Samples: Share Purchase Agreement (Harman International Industries Inc /De/)

Termination of Tax Sharing Agreements. Anything in any other agreement to the contrary notwithstanding, the Company and each of its Subsidiaries Subsidiary shall take all action necessary to cease and terminate terminate, any Tax allocation, sharing allocation or indemnity agreement or arrangement Tax Sharing Agreement (other than between the Company and any of its wholly-owned SubsidiariesSubsidiary) effective at the ClosingEffective Time, and all obligations thereunder shall terminate and no additional payments shall be made thereunder under any such allocation or agreement after the ClosingEffective Time, except with respect to any claims in effect as of such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teradata Corp /De/)

Termination of Tax Sharing Agreements. Anything in any other agreement to the contrary notwithstanding, the Company and each of its Subsidiaries shall take all action necessary to cease and terminate any Tax allocation, sharing or indemnity agreement or arrangement (other than between the Company and any of its wholly-owned Subsidiaries) effective at the ClosingEffective Time, and all obligations thereunder shall terminate and no additional payments shall be made thereunder after the ClosingEffective Time, except with respect to any claims in effect as of such termination.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Teradata Corp /De/)

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Termination of Tax Sharing Agreements. Anything in Effective as of the Closing, any other agreement to and all Tax Sharing Agreements between any of the contrary notwithstanding, the Company and each Sellers and/or any of its Subsidiaries shall take all action necessary to cease and terminate any Tax allocation, sharing or indemnity agreement or arrangement Affiliates (other than between any of the Target Entities or Company Subsidiaries), on the one hand, and any of its wholly-owned the Target Entities or Company Subsidiaries) effective at , on the Closingother hand, shall be terminated and shall have no further effect, and all obligations thereunder thereafter each of the Target Entities and Company Subsidiaries shall terminate and no additional payments shall not be made thereunder after the Closing, except with respect to bound thereby or have any claims in effect as of such terminationliability thereunder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vista Outdoor Inc.)

Termination of Tax Sharing Agreements. Anything in any other agreement to the contrary notwithstanding, the Company and each of its Subsidiaries shall take all action necessary to cease and terminate any Tax allocation, sharing or indemnity agreement or arrangement (other than between the Company and any of its wholly-owned Subsidiaries) effective at the Closing, and all obligations thereunder shall terminate and no additional payments shall be made thereunder after the Closing, except with respect to any claims in effect as of such termination.. EXECUTION VERSION

Appears in 1 contract

Samples: Share Purchase Agreement (Palo Alto Networks Inc)

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