Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Parties.
Appears in 16 contracts
Samples: Tax Separation Agreement, Tax Separation Agreement, Tax Separation Agreement
Complete Agreement; Construction. This Except as set forth in the Tax Indemnity and Sharing Agreement and the Distribution Agreement, each dated of even date herewith, between the Parties, this Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Parties.
Appears in 8 contracts
Samples: Transitional Services Agreement (MachTen, Inc.), Transitional Services Agreement (MachTen, Inc.), Administrative and Management Services Agreement (M-Tron Industries, Inc.)
Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments commitments, course of dealings and writings with respect to such subject matter. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Separation Agreement, including, without limitation, any tax sharing agreement previously entered into by the Partiesthis Agreement shall prevail.
Appears in 4 contracts
Samples: Employee Matters Agreement (Ironwood Pharmaceuticals Inc), Employee Matters Agreement (Cyclerion Therapeutics, Inc.), Employee Matters Agreement (Cyclerion Therapeutics, Inc.)
Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject mattermatter and, includingfurthermore, without limitation, shall supercede any previous tax sharing agreement previously entered into by agreements or arrangements between the Parties, it being understood that any such previous agreements or arrangements are hereby terminated.
Appears in 3 contracts
Samples: Tax Separation Agreement, Tax Separation Agreement (LINC Logistics Co), Tax Separation Agreement (Universal Truckload Services, Inc.)
Complete Agreement; Construction. This Agreement is intended to provide rights, obligations and covenants in respect of Taxes and, together with the Tax Indemnification Agreement, shall constitute the entire agreement supersede all prior agreements and undertakings, both written and oral, between the Parties parties with respect to the subject matter hereof and thereof. In the event provisions of this Agreement are inconsistent with provisions in a Tax Indemnification Agreement, the provisions in the Tax Indemnification Agreement shall supersede all previous negotiationscontrol, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Partiesexcept in cases where this construction would provide a duplicate benefit.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Corn Products International Inc), Tax Sharing Agreement (Corn Products International Inc)
Complete Agreement; Construction. This Agreement Agreement, together with the Transaction Documents, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Parties.
Appears in 2 contracts
Samples: Employee Matters Agreement (Glatfelter Corp), Employee Matters Agreement (Berry Global Group, Inc.)
Complete Agreement; Construction. This Agreement shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous discussions, negotiations, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Parties.
Appears in 2 contracts
Samples: Indemnity Agreement (Xenia Hotels & Resorts, Inc.), Indemnity Agreement (Inland American Real Estate Trust, Inc.)
Complete Agreement; Construction. This Agreement shall constitute constitutes the entire agreement between the Parties parties with respect to the subject matter hereof thereof, and shall supersede supersedes all previous negotiations, commitments and writings with respect to such subject matter, including, without limitation, any tax sharing agreement previously entered into by the Parties.
Appears in 1 contract
Samples: Separation and Distribution Agreement (Volu Sol Inc)