Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company 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 43 contracts
Samples: Agreement and Plan of Merger (Livongo Health, Inc.), Stock Purchase Agreement (Issuer Direct Corp), Stock Purchase Agreement (Integra Lifesciences Holdings Corp)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company 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 22 contracts
Samples: Purchase Agreement (Leaf Group Ltd.), Stock Purchase Agreement (Lsi Industries Inc), Stock Purchase Agreement (Accuride Corp)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company 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 17 contracts
Samples: Agreement and Plan of Merger (Transcat Inc), Agreement and Plan of Merger (Transcat Inc), Agreement and Plan of Merger (Transcat Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 12 contracts
Samples: Membership Interest Purchase Agreement (Issuer Direct Corp), Agreement and Plan of Merger (SAVVIS, Inc.), Purchase Agreement (Elkcorp)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 11 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Infospace Inc), Stock Purchase Agreement (DJSP Enterprises, Inc.)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company Acquiror shall be terminated as of the open of business on the Closing Date and, after the Closing Date, the Company Acquiror shall not be bound thereby or have any liability Liability thereunder. The Acquiror Principal Shareholder and the Acquiror shall take all actions necessary to terminate such agreements at such time.
Appears in 9 contracts
Samples: Share Exchange Agreement (Legacy Ventures International Inc.), Share Exchange Agreement (Sweets & Treats Inc.), Share Exchange Agreement (Camp Nine, Inc.)
Tax Sharing Agreements. All tax Any Tax sharing agreements or similar agreements with respect to Tax allocation agreement between one or involving the Company more Acquired Companies and one or more Seller Entities shall be terminated as of prior to the Closing Date and, and no payments shall be made thereunder on or after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.
Appears in 9 contracts
Samples: Stock and Asset Purchase Agreement, Stock and Asset Purchase Agreement (McClatchy Co), Stock and Asset Purchase Agreement (Medianews Group Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements agreements, if any, with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 6 contracts
Samples: Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp), Stock Purchase and Sale Agreement (Omni Energy Services Corp)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, Purchaser and the Company shall not be bound thereby or have any liability thereunder.
Appears in 6 contracts
Samples: Stock Purchase Agreement (Proficient Auto Logistics, Inc), Agreement and Plan of Merger (Proficient Auto Logistics, Inc), Contribution Agreement (Proficient Auto Logistics, Inc)
Tax Sharing Agreements. All Any tax sharing agreements or similar agreements with respect to or involving among the Company or any Subsidiaries and any other Person shall be have been terminated as of the Closing Date and, after with no further liability to the Closing DatePurchaser, the Company shall not be bound thereby or have any liability thereundersuch Subsidiary.
Appears in 5 contracts
Samples: Stock Purchase Agreement (International Microcomputer Software Inc /Ca/), Stock Purchase Agreement (Smith Micro Software Inc), Stock Purchase Agreement (International Microcomputer Software Inc /Ca/)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company (including any of its subsidiaries) shall be terminated as of the IPO Closing Date and, after the IPO Closing Date, the Company (including any of its subsidiaries) shall not be bound thereby or have any liability thereunder.
Appears in 5 contracts
Samples: Agreement and Plan of Exchange (Brightstar Information Technology Group Inc), Agreement and Plan of Exchange (Brightstar Information Technology Group Inc), Agreement and Plan of Exchange (Brightstar Information Technology Group Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements and powers of attorney with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 5 contracts
Samples: Equity Purchase Agreement (Surgalign Holdings, Inc.), Equity Purchase Agreement (Xtant Medical Holdings, Inc.), Membership Interest Purchase Agreement (Liberated Syndication Inc.)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements or similar agreements with respect to or involving the Company 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 5 contracts
Samples: Equity Purchase Agreement (Sra International Inc), Equity Purchase Agreement (ARGON ST, Inc.), Stock Purchase Agreement (Sra International Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company Acquiror shall be terminated as of the open of business on the Closing Date and, after the Closing Date, the Company Acquiror shall not be bound thereby or have any liability Liability thereunder. The Acquiror Principal Shareholders and the Acquiror shall take all actions necessary to terminate such agreements at such time.
Appears in 5 contracts
Samples: Share Exchange Agreement (Nac Global Technologies, Inc.), Share Exchange Agreement (Nac Global Technologies, Inc.), Share Exchange Agreement (Lipidviro Tech Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving between the Company Company, on the one hand, and any of the Sellers and their Affiliates, on the other hand, shall be terminated as of prior to the Closing Date Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Amended and Restated Agreement and Plan of Merger (TILT Holdings Inc.), Stock Purchase Agreement (Scansource, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunderor right to any benefit thereunder with respect to any period.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.), Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.), Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall will be terminated as of the Closing Date and, after the Closing Date, the Company shall will not be bound thereby or have any liability thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Comscore, Inc.), Stock Purchase Agreement (Network 1 Financial Group, Inc.), Stock Purchase Agreement (National Investment Managers Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company Companies and their Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company Companies and their Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 4 contracts
Samples: Stock Purchase Agreement (Indalex Holding Corp.), Stock Purchase Agreement (Sensata Technologies Holland, B.V.), Stock Purchase Agreement (Chiquita Brands International Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (RTI Biologics, Inc.), Agreement and Plan of Merger (Thermon Holding Corp.), Stock Purchase Agreement (Physicians Formula Holdings, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements relating to the sharing, allocation or indemnification of Taxes, or surrender of reliefs, with respect to or involving the Company Business, the Purchased Assets, or Purchased Entities shall be terminated as of the Closing Date and, after the Closing Date, Purchaser, any of its Affiliates, and the Company Purchased Entities shall not be bound thereby or have any liability Liability thereunder.
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Sensata Technologies Holding N.V.), Asset and Stock Purchase Agreement (Sensata Technologies B.V.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements and all powers of attorney with respect to or involving the Company shall will be terminated as of prior to the Closing Date and, after the Closing DateClosing, the Company shall will not be bound thereby or have any liability Liability thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Conatus Pharmaceuticals Inc), Stock Purchase Agreement (Conatus Pharmaceuticals Inc), Stock Purchase Agreement (Sapient Corp)
Tax Sharing Agreements. All tax Tax-sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Pinafore Holdings B.V.), Stock Purchase Agreement (Gates Global Inc.), Stock Purchase Agreement (Pinafore Holdings B.V.)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company shall will be terminated as of the Closing Date and, after the Closing Date, the Company shall will not be bound thereby or have any liability thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Comscore, Inc.), Stock Purchase Agreement (Streicher Mobile Fueling Inc), Equity Purchase Agreement (Comscore, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements agreements, if any, with respect to or involving the Company 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 3 contracts
Samples: Stock Purchase Agreement (Marine Park Holdings, Inc.), Stock Purchase Agreement (Energy Venture, Inc.), Stock Purchase Agreement (ABC Funding, Inc)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements or similar agreements with respect to or involving the Company shall shall, unless otherwise agreed to by Purchaser, 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 3 contracts
Samples: Stock Purchase Agreement (Analex Corp), Stock Purchase Agreement (Analex Corp), Stock Purchase Agreement (Horne International, Inc.)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company shall will be terminated as of the Closing Date and, after the Closing Date, the Company shall will not be bound thereby or have any liability thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.), Agreement and Plan of Merger (Derma Sciences, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (P&f Industries Inc), Stock Purchase Agreement (SunOpta Inc.), Membership Interest Purchase Agreement (Intersections Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements and all powers of attorney with respect to or involving the Company shall be terminated as of prior to the Closing Date and, after the Closing DateClosing, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 3 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Durata Therapeutics, Inc.), Stock Purchase Agreement (Durata Therapeutics, Inc.)
Tax Sharing Agreements. All tax To the extent permitted by the Internal Revenue Service, all Tax sharing agreements or similar agreements arrangements with respect to or involving the Company or any of its subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lone Star Steakhouse & Saloon Inc), Agreement and Plan of Merger (Coulter Jamie B)
Tax Sharing Agreements. All tax Tax sharing agreements, Tax allocation agreements or similar agreements (excluding Applicable Contracts the principal purpose of which is unrelated to Taxes) with respect to or involving the any Acquired Company shall be terminated as of the Closing Date and, after the Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Verisk Analytics, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall will be terminated as of the Closing Date and, after the Closing Date, the Company shall will not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Limited Liability Company Membership Interest Purchase Agreement (Hythiam Inc), Stock Purchase Agreement (Century Aluminum Co)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sterling Bancshares Inc), Agreement and Plan of Merger (Sterling Bancshares Inc)
Tax Sharing Agreements. All tax Tax allocation or sharing agreements agreements, arrangements or similar agreements Contracts (if any) with respect to or involving the Company shall or any of its Subsidiaries will be terminated as of the Closing Date and, after the Closing Date, neither the Buyer, the Company or any of the Company’s Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Reliant Software, Inc.), Agreement and Plan of Merger (Community Choice Financial Inc.)
Tax Sharing Agreements. All tax sharing agreements or similar ---------------------- agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Contribution and Stock Purchase Agreement (Madison River Capital LLC), Agreement and Plan of Reorganization (Therma Wave Inc)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company 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 2 contracts
Samples: Stock Purchase Agreement (Investors Title Co), Membership Interest Purchase Agreement (Hickory Tech Corp)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Cemtrex Inc), Stock Purchase Agreement (Argosy Education Group Inc)
Tax Sharing Agreements. All tax Tax allocation, sharing agreements or indemnity Contracts or similar agreements with respect to or involving the Company 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 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Kforce Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving any of the Company and the Company Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, none of the Company nor any Company Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Contribution Agreement (Holly Energy Partners Lp), Business Combination Agreement (HollyFrontier Corp)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Companies shall not be bound thereby by such agreements or have any liability thereunderLiability under such agreements.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Marinemax Inc), Equity Purchase Agreement (Marinemax Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements Tax Sharing Agreements with respect to or involving the Company shall be terminated as of no later than the Closing Date Date, and, after the Closing Date, the Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Organogenesis Holdings Inc.)
Tax Sharing Agreements. All tax sharing agreements Any and all Tax sharing, allocation, indemnification or similar agreements or arrangements with respect to or involving the Company or its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, neither the Company nor its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (MINDBODY, Inc.)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company and its subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Fidelity National Information Solutions Inc), Stock Purchase Agreement (Marketing Specialists Corp)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company and the Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, the Company and the Subsidiary shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Microtel International Inc), Stock Purchase Agreement (Microtel International Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements Tax Sharing Agreements with respect to or involving the Company 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 2 contracts
Samples: Stock Purchase Agreement (Autoliv Inc), Stock Purchase Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar ---------------------- agreements with respect to or involving the Company Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Measurement Specialties Inc), Agreement of Purchase and Sale (Measurement Specialties Inc)
Tax Sharing Agreements. All tax Tax allocation, Tax sharing agreements or and similar agreements (other than this Agreement) with respect to or involving the Company or any Subsidiary shall be terminated as on or prior to the time of the Closing Date andClosing, and after the Closing Datesuch time, neither the Company shall not be bound thereby nor any Subsidiary or the Purchaser will have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TNS Inc), Stock Purchase Agreement (Psinet Inc)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Honeywell International Inc), Stock Purchase Agreement (M & F Worldwide Corp)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements or similar agreements with respect to or involving the Company Company, other than those set forth in this Agreement shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Alion Science & Technology Corp), Stock Purchase Agreement (Identix Inc)
Tax Sharing Agreements. All tax Any and all existing Tax sharing agreements or similar agreements with respect to or involving the any Acquired Company Entities, shall be terminated as of terminated, prior to the Closing Date Date, and, after the Closing Date, the Acquired Company Entities shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.), Equity Purchase Agreement (Infrastructure & Energy Alternatives, Inc.)
Tax Sharing Agreements. All tax Tax-sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date Effective Time and, after the Closing DateEffective Time, the Surviving Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Zarlink Semiconductor Inc), Agreement and Plan of Merger (Zarlink Semiconductor Inc)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company and its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Critical Homecare Solutions Holdings, Inc.), Stock Purchase Agreement (Group Simec Sa De Cv)
Tax Sharing Agreements. All Any and all tax sharing agreements between or similar agreements with respect to or involving the among Company and Seller shall be terminated as of the Closing Date and, from and after the Closing DateClosing, the neither Company nor Seller or its subsidiaries shall not be bound thereby or have any liability further rights or liabilities thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Denali Inc), 1 Stock Purchase Agreement (Denali Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Pw Eagle Inc), Stock Purchase Agreement (Toro Co)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the any Acquired Company shall be terminated as of the Closing Date and, after the Closing Date, the no Acquired Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Purchase Agreement (Geo Group Inc), Membership Purchase Agreement (Steel Dynamics Inc)
Tax Sharing Agreements. All tax sharing agreements Tax allocation, Tax sharing, Tax indemnity or similar agreements to which the Company is a party or otherwise bound (other than commercial agreements not primarily related to Taxes) shall be terminated with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or nor have any liability thereunderor obligation thereunder (whether related to past or future periods), except to the extent such obligation is reflected in the Financial Statements or was treated as a liability in the calculation of Net Working Capital.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Commercial Metals Co), Stock Purchase Agreement (Mueller Industries Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements (other than Ordinary Commercial Agreements) with respect to or involving the Blocker Company, the Company or any of its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, none of the Blocker Company, the Company or any of its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Securities Purchase and Merger Agreement (Celestica Inc), Securities Purchase and Merger Agreement (Celestica Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements Contracts with respect to or involving any of the Company Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company none of such companies shall not be bound thereby or have any liability thereunderthereunder (whether relating to any pre-Closing or post-Closing period).
Appears in 2 contracts
Samples: Contribution Agreement (Quicksilver Resources Inc), Contribution Agreement (BreitBurn Energy Partners L.P.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements contractual obligations and all powers of attorney with respect to or involving the Company shall be terminated as of prior to the Closing Date and, after the Closing DateClosing, the Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Cleanspark, Inc.), Membership Interest Purchase Agreement (Cleanspark, Inc.)
Tax Sharing Agreements. All tax Tax-sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date Effective Time and, after the Closing DateEffective Time, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (ABC Funding, Inc), Stock Purchase and Sale Agreement (ABC Funding, Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the between any SunGard Entity and any Company Entity shall be terminated as of prior to the Closing Date and, after the Closing Date, the Company and no further payments shall not be bound thereby or have any liability made thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GL Trade Overseas, Inc.), Agreement and Plan of Merger (Sungard Capital Corp Ii)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company Partnership or any of the Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, neither the Company Partnership, any of the Subsidiaries nor Buyer shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Purchase and Contribution Agreement (Bresnan Capital Corp), Put Agreement (Charter Communications Inc /Mo/)
Tax Sharing Agreements. All The tax allocation agreements or tax sharing agreements or similar agreements with respect to or involving each of the Company and the Company Subsidiaries shall be have been terminated as of the Closing Date Determination Date, and, upon such termination, such agreements shall be of no further force or effect as to any of the Company and the Company Subsidiaries on and after the Closing Date, Determination Date and there shall be no further liabilities or obligations imposed on any of the Company shall not be bound thereby or have and the Company Subsidiaries under any liability thereundersuch agreements.
Appears in 2 contracts
Samples: Investment Agreement (Santander Holdings USA, Inc.), Loan Agreement (Santander Holdings USA, Inc.)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (CompuCredit Holdings Corp), Agreement and Plan of Merger And (Websense Inc)
Tax Sharing Agreements. All tax Tax sharing agreements Contracts or similar agreements Contracts with respect to or involving the Company or any of its Subsidiaries shall be terminated as of the Closing Date and, after the Closing DateClosing, the Company and each of its Subsidiaries shall not be bound thereby or by nor have any liability thereunderliabilities under any such agreements (whether for the current year, a past year or a future year).
Appears in 2 contracts
Samples: Stock Exchange Agreement (Akerna Corp.), Stock Purchase Agreement (Akerna Corp.)
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Acquired Company shall be terminated as of the Closing Date and, after the Closing Date, the Acquired Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Memorial Production Partners LP)
Tax Sharing Agreements. All tax Tax-sharing agreements or similar agreements with respect to or involving the Company 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 2 contracts
Samples: Unit Purchase Agreement (CNL Strategic Capital, LLC), Stock Purchase Agreement (Emrise CORP)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, Purchaser and the Company shall not be bound thereby or have any liability thereunder. For the avoidance of doubt, this Section 7.1 does not apply to any Contract the principal subject matter of which does not relate to Taxes.
Appears in 2 contracts
Samples: Contribution Agreement (Proficient Auto Logistics, Inc), Stock Purchase Agreement (Proficient Auto Logistics, Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company or the Acquired Subsidiary shall be terminated as of the Closing Date andDate, and after the Closing Date, the Company and the Acquired Subsidiary shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Par Petroleum Corp/Co), Environmental Agreement (Tesoro Corp /New/)
Tax Sharing Agreements. All The tax allocation agreements or tax sharing agreements or similar agreements with respect to or involving each of the Company and the Company Subsidiaries shall be have been terminated as of the Closing Determination Date and, upon such termination, such agreements shall be of no further force or effect as to any of the Company and the Company Subsidiaries on and after the Closing Date, Determination Date and there shall be no further liabilities or obligations imposed on any of the Company shall not be bound thereby or have and the Company Subsidiaries under any liability thereundersuch agreements.
Appears in 2 contracts
Samples: Credit Agreement (Santander Holdings USA, Inc.), Investment Agreement (Santander Holdings USA, Inc.)
Tax Sharing Agreements. All tax sharing agreements or similar ---------------------- agreements with respect to or involving the Company 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 2 contracts
Samples: Stock Purchase Agreement (Intellisys Group Inc), Stock Purchase Agreement (Intellisys Group Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements Contractual Obligations and all powers of attorney with respect to or involving the Company shall will be terminated as of prior to the Closing Date date hereof and, after the Closing DateClosing, the Company shall will not be bound thereby or have any liability Liability thereunder.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Kohlberg Capital CORP), Purchase and Sale Agreement (Kohlberg Capital CORP)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or nor have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Capsalus Corp), Stock Purchase Agreement (Genelink Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall or any Subsidiary will be terminated as of no later than the Closing Date and, after the Closing Date, the Company shall and its Subsidiaries will not be bound thereby or have any liability Liability thereunder. Seller and the Company will take all actions necessary to terminate such agreements.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Banner Energy Services Corp.), Stock Purchase and Sale Agreement (Ecoark Holdings, Inc.)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Johnson Outdoors Inc), Stock Purchase Agreement (Cholestech Corporation)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company and the Company Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and the Company Subsidiaries shall not be bound thereby or nor have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc), Stock Purchase Agreement (Homeland Security Capital CORP)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company Entities shall be terminated as of the Closing Date and, after the Closing Date, the Company Entities shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Allion Healthcare Inc), Agreement and Plan of Merger (Allion Healthcare Inc)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements and similar Contracts to which the Company is a party or similar agreements otherwise with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder. Sellers and the Company shall take all actions necessary to terminate such Contracts.
Appears in 2 contracts
Samples: Membership Interest Purchase and Contribution Agreement (Salona Global Medical Device Corp), Purchase Agreement (Salona Global Medical Device Corp)
Tax Sharing Agreements. All tax sharing agreements Tax Sharing Agreements or similar agreements contracts with respect to or involving the Company and any other person 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 2 contracts
Samples: Membership Interest Purchase Agreement (R F Industries LTD), Membership Interest Purchase Agreement (Wireless Telecom Group Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements (other than this Agreement) with respect to or involving the Company Companies shall be terminated as of the date before the Closing Date and, on and after the Closing Date, none of the Company Companies shall not be bound thereby or have any liability thereunderthereunder for any taxable year (whether the current year, a future year or a past year) unless such liability is included in the determination of Adjusted Equity of the Companies as of the Closing Date.
Appears in 2 contracts
Samples: Stock and Asset Purchase Agreement (Protective Life Corp), Stock and Asset Purchase Agreement (Protective Life Insurance Co)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the any Company shall be terminated as of the Closing Date and, after the Closing Date, the such Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Uil Holdings Corp), Securities Purchase Agreement (Uil Holdings Corp)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date andDate, and after the Closing Date, Date the Company shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Project Software & Development Inc), Stock Purchase Agreement (Strategic Distribution Inc)
Tax Sharing Agreements. All tax Any Tax sharing agreements or similar agreements with respect to or involving between the Company on the one hand and a Person other than the Company on the other hand 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 2 contracts
Samples: Membership Interest Purchase Agreement (Post Holdings, Inc.), Stock Purchase Agreement (Post Holdings, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements, Tax indemnification agreements or similar agreements with respect to or involving the Company Acquired Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (API Technologies Corp.)
Tax Sharing Agreements. All tax Prior to the Closing, all Tax sharing agreements or similar agreements with respect to or involving any of the Company Entities (excluding for these purposes, commercial agreements not having a principal purpose relating to Tax that were entered into in the Ordinary Course of Business and contain customary Tax indemnification provisions) shall be terminated as of the Closing Date and, after the Closing Date, none of the Company Entities shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Steel Partners Holdings L.P.), Stock Purchase Agreement (Advanced Energy Industries Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company and Seller or any of its Affiliates shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability or be entitled to any benefit thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (China Healthcare Acquisition Corp.), Stock Purchase Agreement (Intersections Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company or any Company Subsidiary shall be terminated as of the Closing Date and, after the Closing Date, neither the Company nor any Company Subsidiary shall not be bound thereby or have any liability thereunder.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Broadridge Financial Solutions, Inc.), Stock Purchase Agreement (Broadridge Financial Solutions, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company shall will be terminated as of no later than the Closing Date and, after the Closing Date, the Company shall will not be bound thereby or have any liability thereunder.. Sellers and the Company will take all actions necessary to terminate such agreements. PR01/ 1485553.8
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GAIN Capital Holdings, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company Acquired Companies shall be terminated as of the Second Closing Date and, after the Second Closing Date, the Company Acquired Companies shall not be bound thereby or have any liability thereunder; provided, however, that this requirement shall not apply to provisions allowing for Tax payment distributions set forth in the operating agreements of each of the Company, Cannery and Rampart as of the Execution Date.
Appears in 1 contract
Samples: Contribution and Unit Purchase Agreement (OCM HoldCo, LLC)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company Company, if any, shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any rights or liability thereunder.
Appears in 1 contract
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving Trans-West or the Company 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: Stock and Membership Interest Purchase Agreement (Brookside Technology Holdings, Corp.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company and the Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and the Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Corinthian Colleges Inc)
Tax Sharing Agreements. All tax sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the date of Closing Date and, after the Closing Datedate of Closing, the Company shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunlink Health Systems Inc)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements and powers of attorney with respect to or involving any member of the Company Group shall be terminated as of the Closing Date and, after the Closing Date, such member of the Company Group shall not be bound thereby or have any liability Liability thereunder.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Diplomat Pharmacy, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the Company, its Subsidiaries and/or any Affiliate of the Company or its Subsidiaries, if any, shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Infrastructure & Energy Alternatives, Inc.)
Tax Sharing Agreements. All tax Tax sharing agreements or similar agreements with respect to or involving the any Company shall be terminated as of the Closing Date and, after Date. After the Closing Date, the each Company shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Payments Inc)
Tax Sharing Agreements. All tax sharing Tax-sharing, Tax indemnity or Tax allocation agreements or similar agreements with respect to or arrangements involving the Company or any of its Subsidiaries shall be terminated as of the Closing Date and, after the Closing Date, the Company and its Subsidiaries shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or nor shall it have any liability thereunder.
Appears in 1 contract
Tax Sharing Agreements. All tax tax-sharing agreements or similar agreements with respect to or involving the Company Companies shall be terminated as of the Closing Date and, after the Closing Date, the Company Companies shall not be bound thereby or have any liability thereunder.
Appears in 1 contract
Samples: Stock Purchase Agreement (Grocery Outlet Holding Corp.)
Tax Sharing Agreements. All tax Any and all Tax sharing agreements or similar agreements with respect practices to or involving which the Company is a party or otherwise subject shall be terminated as of the Closing Date andDate, and after the Closing Date, Date the Company shall not be bound thereby or thereby, have any liability thereunder, or make any payment thereunder.
Appears in 1 contract
Tax Sharing Agreements. All tax tax-sharing agreements or and similar agreements with respect to or involving the Company shall be terminated as of the Closing Date and, after the Closing Date, the Company shall not be bound thereby or have any liability Liability thereunder.
Appears in 1 contract
