Common use of Amended Returns and Retroactive Elections Clause in Contracts

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.

Appears in 2 contracts

Samples: Share Purchase Agreement (Transcat Inc), Share Purchase Agreement (Transcat Inc)

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Amended Returns and Retroactive Elections. Buyer Purchasers shall not, and shall not cause or permit the Company Subject Companies or Subsidiary any of their Subsidiaries to (i) amend any Tax Returns filed with respect to any Tax 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 yearyear or to any Straddle Period, in each such case without the prior written consent of the Sellers, such which consent shall not to be unreasonably withheld.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Sherwin Williams Co), Stock Purchase Agreement (Sherwin Williams Co)

Amended Returns and Retroactive Elections. Buyer shall Purchaser will not, and shall will not cause or permit the Company or Subsidiary to to, (ia) amend any Tax Returns filed with respect to any Tax tax year ending on or before the Closing Date or with respect to any Straddle Period or (iib) make any Tax election that has retroactive effect to any such yearyear ending on or before the Closing Date or to any Straddle Period, in each such case without the prior written consent of Sellers, such the Sellers (which consent will not to be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Medassets Inc)

Amended Returns and Retroactive Elections. Buyer Purchaser shall not, and shall not cause or permit the Company Subject Companies or Subsidiary any of their Subsidiaries to (i) amend any Tax Returns filed with respect to any Tax 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 yearyear or to any Straddle Period, in each such case without the prior written consent of the Sellers, such which consent shall not to be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (PPG Industries Inc)

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 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 SellersSeller, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infinite Group Inc)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the Company or Subsidiary any of its Subsidiaries to (i) amend any Tax Returns filed with respect to any Tax tax year ending on or before the Closing Date or with respect to any Straddle Tax Period or (ii) make any Tax election (other than an election under Section 336 or 338 of the Code pursuant to Section 6.10(g)) that has retroactive effect to any such yearyear or to any Straddle Tax Period, in each such case without the prior written consent of the Sellers, such consent ’ Representative (not to be unreasonably withheld) or as required by applicable Law.

Appears in 1 contract

Samples: Share Purchase Agreement (Emergent BioSolutions Inc.)

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.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (Transcat Inc)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the Company or Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax year Period ending on or before the Closing Date or with respect to any Straddle Period, or (ii) make any Tax election that has a retroactive effect to any such yearTax Period or Straddle Period, in each such case without the prior written consent of Sellers, such consent not to be unreasonably withheldSeller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Apollo Medical Holdings, Inc.)

Amended Returns and Retroactive Elections. Buyer Parent shall not, and shall not cause or permit the Surviving Company or Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax 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 Sellersthe Shareholder Representative, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (Transcat Inc)

Amended Returns and Retroactive Elections. Buyer Purchaser shall not, and shall not cause or permit the Company or Subsidiary Target Companies to (i) amend any Tax Returns filed with respect to any Tax 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 yearyear or to any Straddle Period, in each such case without the prior written consent of Sellersthe Seller, such which consent shall not to be unreasonably withheld.

Appears in 1 contract

Samples: Stock Purchase and Subscription Agreement (Live Nation Entertainment, Inc.)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the any Acquired Company or Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax year 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 yearTaxable Period or Straddle Period, in each such case without the prior written consent of Sellers, such consent Seller (not to be unreasonably withheld).

Appears in 1 contract

Samples: Stock Purchase Agreement (Photomedex Inc)

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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 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 yearperiod or to any Straddle Period, in each such case without the prior written consent of Sellers, such consent the Seller (not to be unreasonably withheld).

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Green Plains Inc.)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the Company or Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax year ending on or before the Closing Date Date, or (ii) make any Tax election that has retroactive effect to any such yearTax year ending on or before the Closing Date, in each such case without the prior written consent of Sellersthe Seller Representative, such consent not to be unreasonably withheld, conditioned, or delayed.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Verb Technology Company, Inc.)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or of permit the Company or any Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax year 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 yearyear or to any Straddle Period, in each such case without the prior written consent of Sellers, such consent not to be unreasonably withheldthe Seller.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intest Corp)

Amended Returns and Retroactive Elections. Buyer Parent shall not, and shall not cause or permit the Surviving Company or Subsidiary to (i) amend any Tax Returns filed with respect to any Tax 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 SellersShareholders, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (Transcat Inc)

Amended Returns and Retroactive Elections. Buyer Parent shall not, and shall not cause or permit the Surviving 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 SellersMember, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Merger Agreement (Transcat Inc)

Amended Returns and Retroactive Elections. Buyer shall not, and shall not cause or permit the any Company or Company 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 Sellersthe Seller Parties, such consent not to be unreasonably withheld.

Appears in 1 contract

Samples: Equity Purchase Agreement (Athenex, Inc.)

Amended Returns and Retroactive Elections. Unless otherwise required by Law, Buyer shall not, and shall not cause or permit the Company or Subsidiary to to, (i) amend any Tax Returns filed with respect to any Tax 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 yearyear or to any Straddle Period, in each such case without the prior written consent of Sellers, such consent not to be unreasonably withheldthe Equityholder Representative.

Appears in 1 contract

Samples: Equity Purchase Agreement (DENTSPLY SIRONA Inc.)

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