Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the Company or Subsidiary to (i) amend any Tax Returns filed with respect to any Tax year ending on or before the Closing Date or (ii) make any Tax election that has retroactive effect to any such year, in each such case without the prior written consent of Sellers, such consent not to be unreasonably withheld.
Amended Returns and Retroactive Elections. Under otherwise required under applicable Legal Requirements, Surviving Corporation shall not, and shall not cause or permit the Radiancy Group to, (i) amend or revoke any Tax Returns filed with respect to any Taxable Period ending on or before the Closing Date or with respect to any Straddle Period, or (ii) make any Tax election that has retroactive effect to any such Taxable Period or Straddle Period, in each such case without the prior written consent of PHMD (not to be unreasonably withheld or delayed).
Amended Returns and Retroactive Elections. Unless otherwise required under applicable Legal Requirements, Purchaser shall not (a) amend or revoke any Tax Returns filed with respect to any Taxable Period ending on or before the Closing Date or with respect to any Straddle Period, or (b) make any Tax election that has retroactive effect to any such Taxable Period or Straddle Period, in each such case without the prior written consent of PHMD (not to be unreasonably withheld or delayed).
Amended Returns and Retroactive Elections. Under otherwise required under applicable Legal Requirements, Purchaser shall not, and shall not cause or permit the Foreign Subsidiary to, (i) amend or revoke any Tax Returns filed with respect to any Taxable Period ending on or before the Closing Date or with respect to any Straddle Period, or (ii) make any Tax election that has retroactive effect to any such Taxable Period or Straddle Period, in each such case without the prior written consent of PHMD (not to be unreasonably withheld or delayed).
Amended Returns and Retroactive Elections. The ONEOK Parties shall not, and shall not cause or permit the Partnership to, (i) amend any Pre-Closing Tax Return, Final Return or any Straddle Return or (ii) make any tax election that has retroactive effect to any tax period other than a Post-Closing Tax Period, in each such case without the prior written consent of the Xxxxxx Parties.
Amended Returns and Retroactive Elections. Except as may be required by Law or a Governmental Authority, Parent shall not, and shall not cause or permit the Company to, (i) amend any Tax Returns filed with respect to any tax year ending on or before the Closing Date or with respect to any Straddle Period or (ii) make any Tax election that has retroactive effect to any such year or to any Straddle Period, in each such case without the prior written consent of the Shareholder Representative, which consent shall not unreasonably be conditioned, delayed, or withheld.
Amended Returns and Retroactive Elections. Except as otherwise contemplated by this Agreement or as required under applicable Law, without the consent of the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall not cause or permit the Company Group to (i) amend any Tax Returns filed with respect to or including a Pre-Closing Period that were filed by Selling Parties, (ii) with respect to any bonuses payable to employees of the Company resulting from the consummation of the transactions contemplated by this Agreement, take any position in any Tax Return or in any correspondence with a taxing authority that is inconsistent with the treatment of such bonuses in any Tax Return filed by a Selling Party, in each case, as finally determined pursuant to the provisions of Section 6.15(c), or (iii) make any material Tax election outside the ordinary course of business that has retroactive effect to any Pre-Closing Period.
Amended Returns and Retroactive Elections. Without the prior written consent of the Company Stockholders (which consent shall not be unreasonably withheld, delayed or conditioned), the Parent shall not, and shall not cause or permit the Company to, (i) amend any Tax Returns of the Company filed with respect to any taxable period ending on or before the Closing Date or (ii) make any Tax election of the Company that has retroactive effect to any such year or period, in each such case only if such amendment or election would have the effect of increasing the Tax liability of the Company Stockholders under this Agreement for any Pre-Closing Period of the Company.
Amended Returns and Retroactive Elections. Notwithstanding anything to the contrary herein (i) the Members’ Representative shall have the sole right to file, or cause to be filed, any Tax Returns for Tax years ending on or prior to the Closing Date to the extent such Tax Return is a Pass-Through Tax Return, including any such Tax Return required to be filed as a result of binding or otherwise agreed to examination adjustments resulting from the settlement of a Tax Claim and (ii) unless separately consented to by the Members’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed) or otherwise required by applicable Law, Parent shall not, and shall not cause or permit any of its Affiliates to, (1) make, change, or revoke any election with respect to any Tax Return of the Company for a Pre-Closing Tax Period if such election (or change or revocation thereof) could increase the Tax liability of a Member or any direct or indirect owner of any Member or otherwise result in any liability for a Member under the indemnification provisions of this Agreement, (2) request or agree to any waiver or extension of the statute of limitations or any period for the assessment of any Tax of the Company for a Pre-Closing Tax Period if such waiver or extension is with respect to any Pass-Through Tax Return or a Tax for which any Member could have any liability (including through indemnification) pursuant to this Agreement, or (3) with respect to the Company for a Pre-Closing Tax Period, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to a refund of Taxes, or engage in any voluntary disclosure or other similar program with the Internal Revenue Service or any other Taxing Authority, if such action is with respect to a Pass-Through Tax Return or relates to a Tax 4855-0363-3265.v2 or Tax Return which could result in any liability for any Member, including pursuant to the indemnification provisions of this Agreement.
Amended Returns and Retroactive Elections. The PRGX Parties shall not (i) amend any Tax Returns of BSI filed with respect to any period ending on or before the Closing Date or with respect to the Straddle Period (ii) make any Tax election that has retroactive effect to any such year or to any Straddle Period, in each case, without the written consent of the Shareholders (such consent not to be unreasonably withheld). The Shareholders may amend and cause to be filed any Tax Return of BSI filed with respect to any period ending on or before the Closing Date only with the written consent of the PRGX Parties (such consent not to be unreasonably withheld) and the Shareholders shall be entitled to all refunds or benefits resulting therefrom, and the PRGX Parties shall reasonably cooperate with the Shareholders in amending and filing any such Tax Returns.
