Amended Tax Returns. Parent shall not file, without the written consent of the Representative, which will not be unreasonably withheld, any amended Tax Return that includes the Company for any Taxable period ending on or prior to the Closing Date if such amendment would have the effect of materially increasing the amount of Parent Indemnified Taxes for which the Stockholders are liable to indemnify the Parent Indemnified Persons.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Amended Tax Returns. Parent shall not file, without the written consent of the Representative, which will not be unreasonably withheld, any amended Tax Return that includes the Company or any Subsidiary for any Straddle Period or Taxable period ending on or prior to the Closing Date if such amendment would have the effect of materially increasing the amount of Parent Indemnified Taxes for which the Stockholders Indemnifying Securityholders are liable to indemnify the Parent Indemnified Persons.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Amended Tax Returns. Parent shall not file, without Without the written consent of the Stockholder Representative, which will not be unreasonably withheld, Parent shall not file any amended Tax Return that includes the Company for any Taxable period ending on or prior to the Closing Date if such amendment would have the effect of materially increasing the amount of Parent Indemnified Taxes for which the Company Stockholders are liable to indemnify the Parent Indemnified Persons.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Amended Tax Returns. Parent shall not file, without Without the written consent of the Representative, which will not be unreasonably withheld, Parent shall not file any amended Tax Return that includes the Company for any Taxable period ending on or prior to the Closing Date if such amendment would have the effect of materially increasing the amount of Parent Indemnified Taxes for which the Stockholders Principals are liable to indemnify the Parent Indemnified Persons.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)
Amended Tax Returns. Parent shall not file, without the written consent of the Representative, which will not be unreasonably withheld, any amended Tax Return that includes the Company for any Taxable Straddle Period or taxable period ending on or prior to the Closing Date if such amendment would have the effect of materially increasing the amount of Parent Indemnified Taxes for which the Stockholders Principals are liable to indemnify the Parent Indemnified Persons.
Appears in 1 contract
Samples: Merger Agreement (Perficient Inc)