Common use of Tax Sharing Agreements Clause in Contracts

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing allocation, sharing, indemnity or other similar agreements agreement, arrangement, understanding or practice with respect to Taxes between the Company or any of its SubsidiariesCompany Subsidiary, on the one hand, and any Seller or Affiliate of thereof (other than the Company other than one of its Subsidiariesor any Company Subsidiary), on the other hand, shall will be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After as of the Closing Date, neither and, after the Closing, none of the Company, any Company nor Subsidiary or any of its Subsidiaries shall Seller or Affiliate thereof will have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing As of the Closing Date, any Tax sharing or similar agreements allocation agreement or arrangement, whether or not written, that may have been entered into between the Company Purchased Subsidiary or any of its Subsidiaries, Subsidiaries on the one hand, and the Seller or any Affiliate of the Company its Affiliates (other than one of the Purchased Subsidiary and its Subsidiaries, ) on the other hand, shall be terminated terminated, and all payables and receivables arising thereunder shall be settled, in each case prior no payments that are owed by or to the Closing Date. After the Closing Date, neither the Company nor any of Purchased Subsidiary or its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunderbe made.

Tax Sharing Agreements. Any Effective as of the Closing Date, any and all existing Tax tax sharing or similar allocation agreements between or arrangements to which the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Subsidiaries is a party to shall be terminated and all payables and receivables arising thereunder shall be settledsuch that none of Buyer, in each case prior to the Closing Date. After the Closing DateCompany, neither the Company nor any of its Subsidiaries or any counterparty thereto shall have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company Sellers or any of its Subsidiariestheir Affiliates, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesCompany, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing DateClosing, neither Buyer nor the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Surviving Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between arrangements with respect to or involving the Company or Companies and/or any of its Subsidiaries, on the one hand, and any Affiliate of the Company their respective Subsidiaries (other than one any agreement entered into in the ordinary course of its Subsidiaries, on the other hand, business and not primarily concerning Taxes) shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date and, after the Closing Date, neither none of the Company nor Companies or any of its their respective Subsidiaries shall be bound thereby or have any further rights liability thereunder for amounts due in respect of periods ending on or liabilities thereunder or under any payables or receivables arising thereunderbefore the Closing Date.

Tax Sharing Agreements. Any and all existing Tax sharing tax allocation, tax sharing, tax indemnity or other similar agreements agreement or arrangement (including Section 10 of the Stockholders’ Agreement), whether written or oral, between the Company (or any of its Subsidiaries, on the one hand, ) and Parent (or any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Affiliates) shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After Date and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing allocation, sharing, indemnity or other similar agreements agreement between the Company or any of and its Subsidiaries, on the one hand, and any Company Stockholder or its Affiliate of (other than the Company other than one or any of its Subsidiaries), on the other hand, shall will be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After as of the Closing Date, neither and, after the Closing, none of the Company, the Company’s Subsidiaries, any Company nor Stockholder or any of its Subsidiaries shall their Affiliates will have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements, Tax allocation agreements or similar agreements between the Company or and any of its Subsidiaries, Subsidiaries on the one hand, and any Affiliate Seller (or any of the Company other than one of its Subsidiariestheir Affiliates), on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date and, after the Closing DateClosing, neither the Company nor and any of its Subsidiaries shall not be bound thereby or have any further rights liability or liabilities thereunder or under any payables or receivables arising obligation thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing indemnification, Tax sharing, Tax allocation, group relief or other similar agreements between the Company or any of its Subsidiaries, on the one hand, and Seller or any Affiliate of the Company other than one of its SubsidiariesSeller, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settledterminated, in each case prior to as of the Closing Dateapplicable Closing. After the Closing Date, neither such date none of the Company nor or its Subsidiaries, Seller or any Affiliate of its Subsidiaries Seller shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing sharing, indemnity, allocation or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing agreements relating to the allocation or sharing of Taxes (the “Tax sharing Sharing Agreements”) between Company and any member of the affiliated group, within the meaning of Section 1504(a) of the Code, of which any of the Shareholders is a member (the “Shareholders Affiliated Group”) or similar agreements between the Company or any of its Subsidiaries, on the one hand, and/or Subsidiary and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, Person shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries Subsidiary shall have any further rights or liabilities thereunder or obligations under any payables or receivables arising thereundersuch Tax Sharing Agreement.

Tax Sharing Agreements. Any As of the Closing Date, any and all existing Tax sharing sharing, indemnity or similar allocation agreements shall terminate as between the Company or any of its the Subsidiaries, on the one hand, and any Affiliate of the Company other than one Sellers and/or any affiliate of its Subsidiariesany Seller, on the other hand, and, after the date hereof, no Taxes or other amounts shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither paid or reimbursed by the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables such agreement, regardless of the taxable year or receivables arising thereunderperiod for which such Taxes are imposed, and the provisions of this Article VIII shall govern thereafter.

Tax Sharing Agreements. Any and all existing All agreements or arrangements with respect to Tax sharing or similar agreements matters between the Company or any of its the Company Subsidiaries, on the one hand, and any Affiliate of the Company other than one Holders or any of its Subsidiariestheir respective Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case or modified prior to the Closing Date. After so as to cause there to be no continuing liability on the Closing Date, neither part of the Company nor or any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunderthe Company Subsidiaries.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesStockholders and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesStockholders and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.. 11.06

Tax Sharing Agreements. Any and all existing Tax sharing allocation, sharing, indemnity or other similar agreements agreements, arrangements, understandings or practices with respect to Taxes between the Company or any of its SubsidiariesCompany, on the one hand, and any Seller or any Affiliate of the Company thereof (other than one of its Subsidiariesthe Company), on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After as of the Closing Date, neither and, after the Company nor Closing, none of the Company, any of its Subsidiaries Seller or any Affiliate thereof shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements, Tax allocation agreements or similar agreements between and all powers of attorney with respect to or involving the Company or any of its Subsidiaries, on the one hand, and any Affiliate of Subsidiaries (other than such agreements or powers relating solely to the Company other than one and/or any of its Subsidiaries, on the other hand, ) shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After Date and, after the Closing DateClosing, neither the Company nor and any of its Subsidiaries shall not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising Liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements (other than any Contract entered into in the ordinary course of business and the principal purpose of which is not Taxes) between the Company or any of its Subsidiariesthe Subsidiary, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesSellers and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries the Subsidiary shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between Contracts with respect to or involving the Company or any of its Subsidiaries, on the one hand, Subsidiaries and any Affiliate of a Person other than the Company other than one of or its Subsidiaries, on the other hand, Subsidiaries shall be terminated and all payables and receivables arising thereunder shall be settledas of the Effective Time and, in each case prior to after the Closing Date. After the Closing DateEffective Time, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the no Acquired Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any All liabilities and all existing Tax sharing or similar agreements obligations between the Company Seller or any of its Affiliates (other than the Company and its Subsidiaries), on the one hand, and any Affiliate of the Company other than one of and its Subsidiaries, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, under any Tax sharing agreement in each case effect prior to the Closing Date (other than this Agreement) shall cease and terminate as of the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries no party shall have any further rights or liabilities thereunder or obligations under any payables or receivables arising thereundersuch Tax sharing agreement.

Tax Sharing Agreements. Any and all existing All Tax sharing allocation, sharing, distribution, gross-up or indemnity Contracts or similar agreements (excluding, for the avoidance of doubt, this Agreement) between the Company or any of its Subsidiaries, on the one hand, and Seller or any Affiliate of the Company other than one of its SubsidiariesAffiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to as of the Closing Date. After Date and, after the Closing Date, neither the Company nor any of and its Subsidiaries shall not be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.

Tax Sharing Agreements. Any and all existing Tax sharing or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its Subsidiaries, on the other hand, excluding this Agreement, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After the Closing Date, neither the Company nor any of its Subsidiaries shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder.

Tax Sharing Agreements. Any and all existing All Tax sharing agreements or similar agreements between the Company or any of its Subsidiaries, on the one hand, and any Affiliate of the Company other than one of its SubsidiariesSellers and their Affiliates, on the other hand, shall be terminated and all payables and receivables arising thereunder shall be settled, in each case prior to the Closing Date. After , and, after the Closing Date, neither the Company nor any of its Subsidiaries shall be bound thereby or have any further rights or liabilities thereunder or under any payables or receivables arising liability thereunder.