Amending Tax Returns. Buyer shall not file (or cause to be filed) or amend (or cause to be amended) or make (or cause to be made) any Tax election that could adversely affect, any Tax Return of the Longhorn Entities for any Pre-Closing Tax Period without the prior written consent of Seller, which consent shall not be unreasonably withheld.
Amending Tax Returns. Following Closing, no Tax Returns with respect to the Company shall be amended without the prior written consent of the Sellers if such amendments could result in liability to such Sellers.
Amending Tax Returns. The Purchaser will not amend any tax return of StratusCore for any period which ends on or with the Closing Date without the Seller advance written consent, which they may grant or withhold at their discretion.
Amending Tax Returns. Purchaser shall not, and shall cause Corporation not to, file any amended Tax Return relating to Corporation (or otherwise change such Tax Returns) or make an election, designation or other filing with respect to Pre-Closing Tax Periods without the prior written consent of Xxxxxx, as agent for and on behalf of Sellers, unless required to do so by Law. Purchaser and Xxxxxx, as agent for and on behalf of Sellers, shall use commercially reasonable efforts to resolve any objection by Xxxxxx, as agent for and on behalf of Sellers, to Purchaser's proposed amended Tax Return, election, designation or other Pre‑Closing Tax Period filing. If Purchaser and Xxxxxx, as agent for and on behalf of Sellers, cannot resolve any objection or disputed item, then the item in question shall be resolved by the Independent Auditor, and the fees and disbursements of the Independent Auditor shall be will be divided between Sellers, on the one hand, and Purchaser, on the other hand, based on the percentage which the portion of the contested amount not awarded to each Party bears to the total amount actually contested by such Party. Notwithstanding the foregoing, the Parties agree that Purchaser, in its sole discretion, may cause Corporation to make an election pursuant to subsection 256(9) of the Tax Act in respect of its taxation years ending on the acquisition of control by Purchaser.
Amending Tax Returns. Except as otherwise required by an applicable Governmental Entity, neither the Purchaser nor the Company, nor any of their Affiliates, shall, without the prior written consent of the Stockholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed) amend or otherwise revise any Pre-Closing Pass-Through Tax Returns, Pre-Closing Returns or Straddle Returns of the Company or any Subsidiary.
Amending Tax Returns. At any time prior to April 30, 2008, notwithstanding any provision in this Agreement to the contrary, neither the Company nor the Subsidiaries shall, without the prior written consent of the Stockholder Representative, amend any Tax Return after the Closing Date that relates to taxable periods ending on or prior to the Closing Date or a Straddle Period.
Amending Tax Returns. Sellers shall not amend any Tax Returns of the Acquired Company without the prior written approval of the Buyer, which such approval shall not be unreasonably withheld. Buyer shall not take any position on any Tax Return that is inconsistent with the position taken by Sellers on any Tax Return without the prior written approval of the Sellers or as otherwise adjudicated pursuant to the terms of this Agreement.
Amending Tax Returns. None of Seller, Purchaser nor any Company Group member shall amend any Tax Return prepared by Seller pursuant to Section 4.7(a) without the consent of Purchaser and Seller, which consent shall not be unreasonably withheld.
Amending Tax Returns. The Purchaser will not amend any tax return of Motorsport for any period which ends on or with the Closing Date without the Sellers advance written consent, which they may grant or withhold at their discretion.
Amending Tax Returns. Except as required by applicable Law or in connection with a Tax Contest resolved pursuant to Section 5.8.4, Parent shall not file any amended Tax Return of the Company for any period or portion thereof ending on or before the Closing Date except in accordance with this Section 5.8.1.3. Parent shall (i) deliver to the Equityholders’ Representative a copy of all such amended Tax Returns at least thirty (30) days (in the case of income Tax Returns) or fifteen (15) days (in the case of non-income Tax Returns) before filing such Tax Returns, (ii) provide the Equityholders’ Representative reasonable opportunity to review and comment on such Tax Returns, and (iii) consider any such comments in good faith. Parent shall not file such amended Tax Returns without the prior written consent of the Equityholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, to the extent such amendment could reasonably be expected to result in any increase in Tax liabilities for any taxable period or portion thereof ending on or before the Closing Date (including as a result of any net decrease in aggregate Tax carryforwards (combined tax credits and net operating losses) attributable to any taxable period or portion thereof ending on or before the Closing Date).
