Common use of Termination of Existing Tax Sharing Agreements Clause in Contracts

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 4 contracts

Sources: Stock Purchase Agreement (Jefferson Pilot Corp), Stock Purchase Agreement (Chubb Corp), Stock Purchase Agreement (Chubb Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Sellers nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 4 contracts

Sources: Equity Purchase Agreement (OneWater Marine Inc.), Stock Purchase Agreement (AgEagle Aerial Systems Inc.), Stock Purchase Agreement (Intellinetics, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the Company sharing agreements (whether written or any Subsidiary and not) binding upon any member of the Seller Company Group shall be terminated as of the Closing Date. After such date neither none of the Companymembers of the Company Group, any SubsidiarySeller, Seller SED nor any Affiliate of Seller their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 4 contracts

Sources: Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Impact Biomedical Inc.), Share Exchange Agreement (Document Security Systems Inc)

Termination of Existing Tax Sharing Agreements. Any Seller shall terminate or cause to be terminated any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither Closing, none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Lakeland Industries Inc), Stock Purchase Agreement (Unitil Corp), Equity Purchase Agreement (Asure Software Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 3 contracts

Sources: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Dalrada Financial Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Company or any Subsidiary and any member of the Seller Group shall will be terminated as of the Closing Date. After such date neither the CompanyCompanies, Sellers or any Subsidiary, Seller nor any Affiliate of Seller shall Sellers’ Affiliates and their respective Representatives will not have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (CST Brands, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, Sellers or any Subsidiary, Seller nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Fat Brands, Inc), Membership Interest Purchase Agreement (Fat Brands, Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company Seller or any Subsidiary and any member of the Seller Group its Subsidiaries shall be terminated as of the Subsequent Closing Date. After such date neither the CompanySeller, any Subsidiaryits Subsidiaries, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (CLS Holdings USA, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Sellers nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Green Thumb Industries Inc.), Membership Interest Purchase Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Stock Purchase Agreement (EV Energy Partners, LP), Membership Interest Purchase Agreement (EV Energy Partners, LP)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, the Stockholders, or any Subsidiary, Seller nor any Affiliate of Seller their Affiliates shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Merger Agreement (Research Solutions, Inc.), Merger Agreement (Research Solutions, Inc.)

Termination of Existing Tax Sharing Agreements. Any Sellers shall cause the Company to terminate any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of prior to the Seller Group shall be terminated as of the Closing DateClosing. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller no Company shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Equity Interest Purchase Agreement (Zenergy Brands, Inc.), Equity Interest Purchase Agreement (South American Properties, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon an Acquired Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any SubsidiaryAcquired Companies, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Air Industries Group), Stock Purchase Agreement (Cpi Aerostructures Inc)

Termination of Existing Tax Sharing Agreements. Any Notwithstanding anything to the contrary in this Agreement, all liabilities, obligations and all existing Tax Sharing Agreements other rights between the Company or any Subsidiary and any member of the Seller Group Group, on the one hand, and the Company Group, on the other hand, under any Tax sharing or Tax indemnity agreement in effect prior to the Closing Date (other than this Agreement) shall be terminated cease and terminate as of the Closing Date. After such date neither the CompanyDate as to all past, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, present and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periodsfuture taxable periods.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Akerna Corp.), Securities Purchase Agreement (Akerna Corp.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon either Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Companydate, none of Companies, Seller, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Graymark Healthcare, Inc.), Membership Interest Purchase Agreement (Graymark Healthcare, Inc.)

Termination of Existing Tax Sharing Agreements. Any At the request of Buyer, Seller shall cause the Company and its Subsidiaries to terminate any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated effective as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller and no party shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Stock Purchase Agreement (Lithia Motors Inc), Stock Purchase Agreement (Lithia Motors Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, none of Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 2 contracts

Sources: Membership Interest Purchase Agreement (Tecogen Inc.), Membership Interest Purchase Agreement (Tecogen Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon either Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, the Seller nor any Affiliate of Seller the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.. ​

Appears in 1 contract

Sources: Purchase Agreement (Monterey Capital Acquisition Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the CompanyCompanies, the Sellers or any Subsidiary, Seller nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Limbach Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or Company, any Subsidiary Subsidiary, and any member of the Seller Group Affiliated Practices shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller and any Affiliated Practices, Sellers nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (LifeMD, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Company Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller Company Subsidiary nor any Affiliate of Seller their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (Isun, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing or indemnity Contracts and agreements (whether written or not) binding upon the Company or any Subsidiary Group Companies, on the one hand, and any member of the Seller Group Stockholders, on the other hand, shall be terminated as of the Closing Date. After such date neither date, none of the CompanyGroup Companies, any Subsidiaryof the Stockholders, Seller nor any Affiliate of Seller Stockholders’ Affiliates or any of their respective representatives shall have any further rights or liabilities Liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (Workiva Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, Seller, the Stockholders or any Subsidiary, Seller nor any Affiliate of Seller their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (R F Industries LTD)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, the Stockholders, the Seller or any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Limbach Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller the Sellers nor any Affiliate of a Seller and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Crawford & Co)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements between the Company or any Subsidiary and any member of the Seller Group affiliated group of corporations of which The Limited is a member shall be terminated as of the Closing Date. After such date the Closing Date, neither the Company, any Subsidiary, Seller The Limited nor any Affiliate of Seller The Limited shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Transaction Agreement (Galyans Trading Co Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between allocation or sharing agreements or other arrangements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date From and after the Closing Date neither the Company, any Subsidiary, Seller Purchaser nor any Affiliate of Seller the Company shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating or obligation to the Company make any payment to Stockholder or any Subsidiary Affiliate of Stockholder, any Taxing Authority or any other Person pursuant to any such agreement or arrangement for all Pre-Closing Tax Periodsany past for future period.

Appears in 1 contract

Sources: Merger Agreement (Powersecure International, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon either Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date date, neither the Company, any SubsidiaryCompanies, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Unit Purchase Agreement (Myers Industries Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements binding upon the Group Companies (other than a Tax Sharing Agreement solely between or among the Company or any Subsidiary and any member of the Seller Group Companies) shall be terminated with respect to the Group Companies as of of, or prior to, the Closing Date. After such date neither date, none of the Company, any SubsidiaryGroup Companies, Seller nor or any Affiliate of Seller its Affiliates or any of their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Share Purchase Agreement (Tyson Foods Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon ▇▇▇▇▇▇▇▇ or the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of ▇▇▇▇▇▇▇▇, the Company, Seller or any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Nuverra Environmental Solutions, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, Sellers or any Subsidiary, Seller nor any Affiliate of Seller Sellers’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (R F Industries LTD)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Company nor Seller nor any Affiliate of Seller Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (American International Holdings Corp.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Group Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the date, no Group Company, any Subsidiary, Seller nor any or Seller’s Affiliate of Seller and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Share Purchase Agreement (Us Concrete Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date date, neither the Company, any SubsidiaryParent, the Seller nor any Affiliate of Seller Parent’s or Seller’s Affiliates nor their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Asure Software Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the CompanyCompany Group, any Subsidiary, the Seller Parties nor any Affiliate of Seller Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ideanomics, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After Seller represents that after such date date, neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller the Company’s or Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Equity Purchase Agreement (Algorhythm Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) and all powers of attorney binding upon the Company or and any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller Subsidiary nor any Affiliate of Seller its Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (Aegion Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, Sellers, or any Subsidiary, Seller nor any Affiliate of Seller Sellers’ respective Affiliates and their respective Representatives shall have any further rights or liabilities Liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest and Asset Purchase Agreement (Smith Micro Software, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated or amended to remove the Company as a party as of the Closing Date. After , and after such date the Company shall have no further rights or liabilities thereunder. In addition, after such date, neither the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating thereunder with respect to the Company or any Subsidiary for all Pre-Closing Tax PeriodsCompany.

Appears in 1 contract

Sources: Stock Purchase Agreement (Ultralife Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group and/or its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (IDI, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Sellers nor any Affiliate of Seller their Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Edison Nation, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon Company or any Subsidiary and any member of the Seller Group Sub shall be terminated as of the Closing Date. After such date neither the Seller, Company, any Subsidiary, Seller Sub nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Innospec Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon a Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the none of each Company, any SubsidiarySeller, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Vivakor, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, the Seller Parties, or any Subsidiary, Seller nor any Affiliate of Seller Parties’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Gse Systems Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group Companies shall be terminated as of the Closing Date. After such date neither of the Company, any SubsidiaryCompanies, Seller nor any Affiliate of Seller Seller's Affiliates and their respective representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Securities Purchase Agreement (Telanetix,Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller nor any Affiliate Affiliates of any Seller and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Sellers nor any Affiliate of Seller Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Share Purchase Agreement (Super League Gaming, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements between the any Company or any Subsidiary and any member of the Seller Group (including, without limitation, the Tax Sharing Agreement) shall be terminated as of the close of business on the Closing Date. After such date neither none of the CompanyCompanies, any Subsidiarythe Company Subsidiaries, Seller the Sellers nor any Affiliate of Seller the Sellers shall have any further rights or liabilities thereunder, and this . This Agreement shall be the sole Tax sharing agreement relating to the any Company or any Company Subsidiary for all Pre-Pre- Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (General Growth Properties Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Acquired Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Acquired Company, any Subsidiary, Seller Sellers nor any of Affiliate of Seller Sellers shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (StarTek, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon a Company or any Subsidiary and any member of the Seller Group shall be terminated terminate as of the Closing Date. After such date neither the Companydate, none of Companies, Seller, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole under any Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periodsagreement.

Appears in 1 contract

Sources: Purchase Agreement (Foundation Healthcare, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, any Subsidiary, Seller Sellers, nor any Affiliate of Seller their respective Affiliates or Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Littelfuse Inc /De)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any SubsidiaryCompany Group, Seller nor any Affiliate of Seller Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder or under any payables or receivables arising thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Security National Financial Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, nor any Subsidiary, Seller nor any Affiliate of Seller any Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group its Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller the Company Shareholders nor any Affiliate of Seller the Company Shareholders’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Business Combination Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Parties nor any Affiliate of Seller Parties' Affiliates (other than the Company) and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Gse Systems Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the (whether written or not) binding upon either Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing DateClosing. After such date neither none, of the CompanyCompanies, Seller, or any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates or their respective Personnel shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (SPI Energy Co., Ltd.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon an Acquired Company or any Subsidiary and any member of the Seller Group shall be deemed automatically terminated as of the Closing Date. After such date neither none of the CompanyAcquired Companies, any SubsidiarySeller, Seller nor any Affiliate of Seller a Seller’s Affiliates, or any of their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Share Purchase Agreement (Allied Motion Technologies Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller Seller’s affiliates and their respective representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Q2Earth Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group Acquired Subsidiaries shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiaryof the Acquired Subsidiaries, Seller any of the Sellers nor any Affiliate of Seller Seller’s Affiliates their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Q2Earth Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller such Seller’s Affiliates and his respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (ParcelPal Logistics Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, the Seller Parties, or any Subsidiary, Seller nor any Affiliate of Seller Parties' Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Gse Systems Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements or arrangements, written or oral, between the Seller and any Company or any Subsidiary and any member of the Seller Group Subsidiary, shall be terminated terminate as of the Closing, and after the Closing Date. After such date , neither the any Company, any Subsidiary, Seller the Purchaser, nor any Affiliate of Seller any of them, shall have any further rights or liabilities thereunder, and this Agreement shall be liability thereunder after the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax PeriodsDate.

Appears in 1 contract

Sources: Stock Purchase Agreement (MDC Partners Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon either Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the no Company, Seller or any Subsidiary, Seller nor any Seller’s Affiliate of Seller and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Equity Purchase Agreement (Us Concrete Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group entered into after January 20, 2015 shall be terminated as of the Closing Date. After such date date, neither the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates or their respective representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (R F Industries LTD)

Termination of Existing Tax Sharing Agreements. Any Seller shall terminate or cause to be terminated any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither Closing, none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Flora Growth Corp.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller such Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Unit Purchase Agreement (Ocean Power Technologies, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any SubsidiarySeller, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.such Seller’s

Appears in 1 contract

Sources: Stock Purchase Agreement

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the Company sharing, Tax allocation or any Subsidiary and Tax indemnity agreement binding upon any member of the Seller Company Group and another Person other than a member of the Group, shall be terminated as of the date before the Closing Date and, on and after the Closing Date. After such date neither , none of the Company, any Subsidiary, Seller nor any Affiliate members of Seller the Company Group shall have any further rights or liabilities Liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Magnum Hunter Resources Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, either Seller nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Unit Purchase Agreement (Sun Hydraulics Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between tax sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller Sellers nor any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Olympic Steel Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Company, any Subsidiary, no Seller nor any Affiliate of Seller any Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Meridian Bioscience Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing DateDate (other than Non-Tax Contracts). After such date neither none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (NI Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any SubsidiarySellers, Seller Sellers’ Representative, nor any Affiliate of Seller any Seller's Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Wrap Technologies, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the First Closing Date. After such date neither the Company, any Subsidiary, Seller Shareholder nor any Affiliate Affiliates of Seller any Shareholder and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Par Technology Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements or arrangements, written or oral, between Seller and the Company or any Subsidiary and shall terminate as of the Closing. After the Closing Date, neither the Company nor any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller affiliated group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole obligations under any such Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periodsagreements.

Appears in 1 contract

Sources: Stock Purchase Agreement (United Online Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any SubsidiarySeller, Seller any of their respective Affiliates nor any Affiliate of Seller their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements between the any Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Company, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Borg Warner Security Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any either Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither From and after the Closing Date, none of the Company, any either Subsidiary, Seller nor Sellers or any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Fat Brands, Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller nor Sellers or any Affiliate of Seller Sellers’ Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Fat Brands, Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any SubsidiaryCompany Group, Seller nor any Affiliate of Seller Seller’s Affiliates nor their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Bio Key International Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between allocation or sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Northwest Pipe Co)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase and Redemption Agreement (P&f Industries Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements, whether written or not, binding upon the Purchased Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither date, none of the Purchased Company, any Subsidiary, Seller nor any Affiliate of Seller a Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Securities Purchase Agreement (Titan Machinery Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither none of the Company, any Subsidiary, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder. Notwithstanding the foregoing, and this Agreement Section 5.02 shall be not apply to ordinary commercial agreements the sole Tax primary purpose of which is not the sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periodsof Tax.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Sunworks, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements (written or unwritten, formal or informal) between the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Consolidated Stores Corp /De/)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements (whether written or not) between the Company Member, on the one hand and the Company or any Subsidiary and any member of Acquired Company, on the Seller Group other hand, shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller Company Member nor any Affiliate of Seller Company Member’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (National CineMedia, LLC)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, the Seller nor any Affiliate of Seller the Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.. ​ ​ ​ ​ ​

Appears in 1 contract

Sources: Stock Purchase Agreement (Monterey Capital Acquisition Corp)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Group Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Group Company, any Subsidiary, Seller the Shareholders nor any Affiliate of Seller the Shareholder’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Charge Enterprises, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiarythe Subsidiaries, Seller Sellers nor any Affiliate of Seller Sellers’ Affiliates or their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Unit Purchase Agreement (Twinlab Consolidated Holdings, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements sharing agreements or arrangements, written or oral, between Seller, on the one hand, and the Company or any Subsidiary and Company Subsidiary, on the other hand, shall terminate as of the Closing. After the Closing Date, neither the Company nor any of the Company Subsidiaries nor any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the Company, any Subsidiary, Seller nor any Affiliate of Seller affiliated group shall have any further rights or liabilities thereunder, and this Agreement shall be the sole obligations under any such Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periodsagreements.

Appears in 1 contract

Sources: Stock Purchase Agreement (Level 3 Communications Inc)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Group Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Group Company, any Subsidiary, Seller the Members nor any Affiliate of Seller the Member’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Merger Agreement (Charge Enterprises, Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between sharing agreements (whether written or not) binding upon the Company Seller or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the CompanyBuyer, any SubsidiarySeller, Seller nor any Affiliate of Seller Seller’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (JanOne Inc.)

Termination of Existing Tax Sharing Agreements. Any and all existing Tax Sharing Agreements between the sharing agreements (whether written or not) binding upon any Group Company or any Subsidiary and any member of the Seller Group shall be terminated as of the Closing Date. After such date neither the any Group Company, any SubsidiaryParent, Seller the Shareholder nor any Affiliate of Seller the Shareholder’s Affiliates and their respective Representatives shall have any further rights or liabilities thereunder, and this Agreement shall be the sole Tax sharing agreement relating to the Company or any Subsidiary for all Pre-Closing Tax Periods.

Appears in 1 contract

Sources: Stock Purchase Agreement (Charge Enterprises, Inc.)