Common use of Amended Returns Clause in Contracts

Amended Returns. Except as provided in Section 2.04 to reflect the resolution of any dispute by the Accounting Firm pursuant to Section 7.01, (a) except with the prior written consent of Cogint (such consent not to be unreasonably withheld, delayed or conditioned), SpinCo shall not, and shall not permit any SpinCo Entity to, amend any Tax Return of SpinCo or any SpinCo Entity for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of Cogint pursuant to Article III or otherwise increase the Taxes of any member of the Cogint Group and (b) except with the prior written consent of SpinCo (such consent not to be unreasonably withheld, delayed or conditioned), Cogint shall not, and shall not permit any Cogint Entity to, amend any Tax Return for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of SpinCo pursuant to Article III or otherwise increase the Taxes of any member of the Spinco Group.

Amended Returns. Except as provided in Section 2.04 to reflect the resolution of any dispute by the Accounting Firm pursuant to Section 7.01, (a) except with the prior written consent of Cogint Alliqua (such consent not to be unreasonably withheld, delayed or conditioned), SpinCo Aquamed shall not, and shall not permit any SpinCo Aquamed Entity to, amend any Tax Return of SpinCo Aquamed or any SpinCo Aquamed Entity for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of Cogint Alliqua pursuant to Article III or otherwise increase the Taxes of any member of the Cogint Alliqua Group and (b) except with the prior written consent of SpinCo Aquamed (such consent not to be unreasonably withheld, delayed or conditioned), Cogint Alliqua shall not, and shall not permit any Cogint Alliqua Entity to, amend any Tax Return for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of SpinCo Aquamed pursuant to Article III or otherwise increase the Taxes of any member of the Spinco Aquamed Group.

Amended Returns. Except as provided in Section 2.04 to reflect the resolution of any dispute by the Accounting Firm pursuant to Section 7.01, (a) except with the prior written consent of Cogint Inpixon (such consent not to be unreasonably withheld, delayed or conditioned), SpinCo Sysorex shall not, and shall not permit any SpinCo Sysorex Entity to, amend any Tax Return of SpinCo Sysorex or any SpinCo Sysorex Entity for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of Cogint Inpixon pursuant to Article III or otherwise increase the Taxes of any member of the Cogint Inpixon Group and (b) except with the prior written consent of SpinCo Sysorex (such consent not to be unreasonably withheld, delayed or conditioned), Cogint Inpixon shall not, and shall not permit any Cogint Inpixon Entity to, amend any Tax Return for any Pre-Closing Period or Straddle Period to the extent such amendment could reasonably be expected to result in an indemnification obligation on the part of SpinCo Sysorex pursuant to Article III or otherwise increase the Taxes of any member of the Spinco Sysorex Group.