Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. (i) Any amended Tax Return of any of the Acquired Companies or claim for Tax refund on behalf any of the Acquired Companies for any period ending on or prior to the Closing Date shall be filed, or caused to be filed, only by Sellers. The Sellers shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of Buyer for any period ending after the Closing Date. (ii) Any amended Tax Return of any Acquired Company or claim for Tax refund on behalf of an Acquired Company for any period ending after the Closing Date shall be filed, or caused to be filed, only by Buyer. Buyer shall not, without the prior written consent of Sellers (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of the Sellers for any period or portion thereof ending on or prior to the Closing Date.

Appears in 2 contracts

Samples: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.), Stock Purchase Agreement (Lightpath Technologies Inc)

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Amended Tax Returns. (i) Any amended Tax Return of any of the Acquired Companies Purchased Subsidiaries, as applicable, or claim for Tax refund on behalf any of the Acquired Companies Purchased Subsidiaries for any period ending on or prior to the Closing Date shall be filed, or caused to be filed, only by SellersBPI. The Sellers BPI shall not, without the prior written consent of Buyer Intcomex (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability liability of Buyer Intcomex for any period ending after the Closing Date. (ii) . Any amended Tax Return of any Acquired Company the Purchased Subsidiaries, as applicable, or claim for Tax refund on behalf of an Acquired Company the Purchased Subsidiaries, as applicable, for any period ending after the Closing Date shall be filed, or caused to be filed, only by BuyerIntcomex. Buyer Intcomex shall not, without the prior written consent of Sellers BPI (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability liability of the Sellers BPI for (i) any period or portion thereof ending on or prior to the Closing DateDate or (ii) any portion of a Straddle Tax Period.

Appears in 2 contracts

Samples: Purchase Agreement (Brightpoint Inc), Purchase Agreement (Intcomex, Inc.)

Amended Tax Returns. (i) Any amended Tax Return of any of the Acquired Companies Company or F&H LLC or claim for Tax refund on behalf any of the Acquired Companies for Company or F&H LLC or any period ending on or prior to the Closing Date shall be filed, or caused to be filed, only by the Sellers’ Representative. The Sellers Sellers’ Representative shall not, without the prior written consent of Buyer the Purchaser (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of Buyer the Purchaser for any period ending after the Closing Date. (ii) Any amended Tax Return of any Acquired the Company or F&H LLC or claim for Tax refund on behalf of an Acquired the Company or F&H LLC for any period ending after the Closing Date shall be filed, or caused to be filed, only by Buyerthe Purchaser. Buyer The Purchaser shall not, without the prior written consent of Sellers the Sellers’ Representative (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of the Sellers for (i) any period or portion thereof ending on or prior to the Closing DateDate or (ii) any portion of a Straddle Tax Period.

Appears in 1 contract

Samples: Purchase Agreement (Buckeye Partners L P)

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Amended Tax Returns. (i) Any amended Tax Return of any of the Acquired Subject Companies or claim for Tax refund on behalf any of the Acquired Subject Companies for any period ending on or prior to the relevant Closing Date shall be filed, or caused to be filed, only by Sellersthe Seller. The Sellers Seller shall not, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of the Buyer for any period ending after the relevant Closing Date. (ii) Any amended Tax Return of any Acquired Company the Subject Companies or claim for Tax refund on behalf of an Acquired Company the Subject Companies for any period ending after the relevant Closing Date shall be filed, or caused to be filed, only by the Buyer. The Buyer shall not, without the prior written consent of Sellers the Seller (which consent shall not be unreasonably withheld or delayed), make or cause to be made, any such filing, to the extent such filing, if accepted, reasonably might change the Tax Liability of the Sellers Seller for any period or portion thereof ending on or prior to the relevant Closing Date.

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

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