Amended Tax Returns. Purchaser shall not (and Purchaser shall not permit any Acquired Company to) amend a Tax Return of any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, conditioned or delayed).
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Samples: Stock and Membership Interest Purchase Agreement, Stock and Membership Interest Purchase Agreement (Cott Corp /Cn/)
Amended Tax Returns. Purchaser shall not (not, and Purchaser shall not permit any Acquired the Company to) amend a , file an amended Tax Return of any of the Acquired Companies with respect to for a taxable period beginning that actually ends before the Closing Date, or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative (Stockholders' Representative, which consent may will not be unreasonably withheld, conditioned or delayed).
Appears in 2 contracts
Samples: Merger Agreement (Artistdirect Inc), Merger Agreement (Artistdirect Inc)
Amended Tax Returns. Purchaser Buyer shall not (not, and Purchaser shall not permit its Affiliates (including the Acquired Companies) to, amend any Acquired Company to) amend a Tax Return of any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, Company for any Pre-Effective Time Tax Period or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case Straddle Period without the prior written consent of the Sellers’ Representative (which Seller, such consent may not to be unreasonably withheld, conditioned delayed or delayed)conditioned.
Appears in 2 contracts
Samples: Equity Purchase Agreement, Equity Purchase Agreement (Sandridge Energy Inc)
Amended Tax Returns. Purchaser The Buyer shall not (and Purchaser the Buyer shall not permit any Acquired the Company to) amend a any Tax Return of any of the Acquired Companies Company with respect to a taxable period beginning before the Closing Date, or file or amend any Tax election with respect to any of the Acquired Companies Company with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative Seller (which consent may shall not be unreasonably withheld, conditioned or delayed).
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Amended Tax Returns. On or after the Closing Date, the Purchaser shall not (and Purchaser shall not permit cause any Acquired Company of its Affiliates, including for the avoidance of doubt, the Group Companies to) amend amend, refile or otherwise modify any Tax Returns of the Group Companies for any Pre-Closing Taxable Periods or Straddle Periods (a “Pre-Closing Tax Return of any of the Acquired Companies with respect to a taxable period beginning before the Closing DateAmendment”), or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative (which Seller, such consent may not to be unreasonably withheld, conditioned or delayed).
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Amended Tax Returns. Purchaser Buyer shall not (and Purchaser shall not cause or permit the Company or any Acquired Company to) of its Subsidiaries to amend a or modify any Tax Return of the Company or any of the Acquired Companies with respect its Subsidiaries relating to a taxable period beginning (or portion thereof) ending on or Exhibit 2.1 before the Closing Date if such amendment or modification would materially increase the Tax liability of the Company with respect to any period prior to the Closing Date, or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative Seller (which consent may shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Stock Purchase Agreement
Amended Tax Returns. Neither Purchaser shall not (and Purchaser shall not permit any Acquired nor the Company to) may amend a Tax Return of any of the Acquired Companies Company with respect to a taxable period beginning before the Closing Date, or (subject to Section 8.8) file or amend any Tax tax election with respect to any of the Acquired Companies Company with respect to a taxable period beginning before the Closing Date, in each case case, without the prior written consent of the Sellers’ Seller Representative (which consent may not be unreasonably withheld, conditioned withheld or delayed).
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Amended Tax Returns. Purchaser Buyer shall not (and Purchaser shall not cause or permit the Company or any Acquired Company to) of its Subsidiaries to amend a or modify any Tax Return of the Company or any of the Acquired Companies with respect its Subsidiaries relating to a taxable period beginning (or portion thereof) ending on or before the Closing Date if such amendment or modification would materially increase the Tax liability of the Company with respect to any period prior to the Closing Date, or file or amend any Tax election with respect to any of the Acquired Companies with respect to a taxable period beginning before the Closing Date, in each case without the prior written consent of the Sellers’ Representative Seller (which consent may shall not be unreasonably withheld, conditioned or delayed).
Appears in 1 contract
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc)
Amended Tax Returns. Purchaser Unless required by Legal Requirements or a Tax Authority, Buyer shall not, and shall not (and Purchaser shall not cause or permit any Acquired of its Affiliates, the Company, or any Company Subsidiary to, (i) amend a any Tax Return of the Company or any of the Acquired Companies with respect to Company Subsidiary that covers a taxable Tax period beginning ending on or before the Closing DateDate or a Straddle Period, or file or amend (ii) make any Tax election with respect that has retroactive effect to any of the Acquired Companies with respect to a taxable such Tax period beginning before the Closing Dateor Straddle Period, in each case without the prior written consent of the Sellers’ Representative (which consent may not be unreasonably withheld, conditioned or delayed)Representative.
Appears in 1 contract
Samples: Stock Purchase Agreement (C&J Energy Services, Inc.)