Amendment of Returns Sample Clauses

Amendment of Returns. Except as required by applicable Law, Acquiror shall not amend, refile, revoke or otherwise modify any Return or Tax election of Target or its Subsidiaries with respect to a Pre-Closing Tax Period, in each case that would reasonably be expected to give rise to an indemnification claim pursuant to this Agreement, without the prior written consent of Stockholders’ Agent. (c)
Sample 1
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Amendment of Returns. Neither Buyer nor the Company may amend or cause the amendment of a Tax Return of the Company, change an annual accounting period, adopt or change any accounting method, or file or amend any Tax election concerning the Company, with respect to any period ending on or prior to the Closing Date without the written consent of the Seller Representative, which consent shall not be unreasonably withheld, delayed or conditioned. The Buyer shall cause the Company to, upon request by the Seller Representative, cooperate in the preparation of and submission to the proper Tax authority of any amended Tax Return with respect to the Company for any taxable period ending on or before the Closing Date which is reasonable under the circumstances.
Sample 1
Amendment of Returns. Unless otherwise required by law, the Seller shall not (and shall not permit any Non-Company Affiliate) to, amend any Tax Return with respect to any Company or any Company Subsidiary for any taxable period (including a portion thereof) ending on or prior to the Closing Date, in a way that would reasonably be expected to increase the Tax liability or obligation of any Company or any Company Subsidiary for any period ending after the Closing Date without the prior written consent of the Buyer, which consent shall not be unreasonably withheld. Unless otherwise required by law, the Buyer shall not (and shall not permit any Company, any Company Subsidiary or any of its other affiliates to) amend any Tax Return of any Company or any Company Subsidiary for any taxable period (including a portion thereof) ending on or prior to the Closing Date, in a way that would reasonably be expected to increase the Tax liability or obligation of the Seller or any Non-Company Affiliate without the prior written consent of the Seller, which consent shall not be unreasonably withheld.
Sample 1
Amendment of Returns. Unless otherwise required by law, the Sellers shall not (and shall not permit any Non-Company Affiliate to) amend any Return with respect to any member of the Target Company Group for any taxable period (including a portion thereof) ending on or prior to the Closing Date, in a way that would reasonably be expected to have an adverse effect on any Tax liability or obligation of any member of the Target Company Group without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. Unless otherwise required by law, the Purchaser shall not (and shall not permit any member of the Target Company Group or any of its other Affiliates to) amend any Return with respect to any member of the Target Company Group for any taxable period (including a portion thereof) ending on or prior to the Closing Date, in a way that would reasonably be expected to have an adverse effect on any Tax liability or obligation of any Seller or any Non-Company Affiliate without the prior written consent of the Sellers Representative, which consent shall not be unreasonably withheld, conditioned or delayed. Sellers and Purchaser shall provide each other with copies of any schedules, workpapers and attachments, if any, for such amended Returns (other than any Combined Income Tax Return) or, in the case of a Combined Income Tax Return, such amended Attached Tax Information, if any, at least 30 days prior to the filing thereof.
Sample 1
Amendment of Returns. Except as otherwise required by applicable Tax Law or if agreed to in writing by Seller, Buyer shall not, and shall cause the Company not to, file, amend or cause the amendment of a Tax Return of the Company, change an annual accounting period of the Company, adopt or change any accounting method of the Company, or file or amend any Tax election concerning the Company, in each case, to the extent such action would have a retroactive effect to any Pre-Closing Tax Period.
Sample 1
Amendment of Returns. Notwithstanding other provisions in this Agreement, VK/AC shall not, and shall not permit any Non-Company Affiliate to, amend any Return filed pursuant to Section 4.1, in a way that has a material adverse effect on any tax liability or obligation of MGI or any of its Subsidiaries without MGI's express written consent, which consent shall not be unreasonably withheld, provided that VK/AC shall be permitted to amend such Return as a result of a final audit adjustment.
Sample 1

Related to Amendment of Returns

  • Amendment of Plan The Board may amend the Plan at any time with or without prior notice; provided, however, that no action authorized by this Section 16.2 shall reduce the amount of any outstanding Award or change the terms and conditions thereof without the Participant's consent. No amendment of the Plan shall, without the approval of the stockholders of the Company:

  • Amendment of Partnership Agreement Pursuant to Section 17-211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.5 shall be effective at the effective time or date of the merger or consolidation.

  • Amendment of Rights Any provision of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively) with the written consent of each party hereto.

  • Amendment of Schedules Each party hereto agrees that, with respect to the representations and warranties of such party contained in this Agreement, such party shall have the continuing obligation until 24 hours prior to the anticipated effectiveness of the Registration Statement to supplement or amend promptly the Schedules hereto with respect to any matter hereafter arising or discovered which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Schedules, provided however, that supplements and amendments to Schedules 5.10, 5.11, 5.14 and 5.15 shall only have to be delivered at the Closing Date, unless such Schedule is to be amended to reflect an event occurring other than in the ordinary course of business. Notwithstanding the foregoing sentence, no amendment or supplement to a Schedule prepared by the Company that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless TCI and a majority of the Founding Companies other than the Company consent to such amendment or supplement; and provided further, that no amendment or supplement to a Schedule prepared by TCI or Newco that constitutes or reflects an event or occurrence that would have a Material Adverse Effect may be made unless a majority of the Founding Companies consent to such amendment or supplement. For all purposes of this Agreement, including without limitation for purposes of determining whether the conditions set forth in Sections 8.1 and 9.1 have been fulfilled, the Schedules hereto shall be deemed to be the Schedules as amended or supplemented pursuant to this Section 7.8. In the event that one of the Other Founding Companies seeks to amend or supplement a Schedule pursuant to Section 7.8 of one of the Other Agreements, and such amendment or supplement constitutes or reflects an event or occurrence that would have a Material Adverse Effect on such Other Founding Company, TCI shall give the Company notice promptly after it has knowledge thereof. If TCI and a majority of the Founding Companies (other than the Founding Company seeking to amend or supplement a Schedule) consent to such amendment or supplement, which consent shall have been deemed given by TCI or any Founding Company if no response is received within 24 hours following receipt of notice of such amendment or supplement (or sooner if required by the circumstances under which such consent is requested), but the Company does not give its consent, the Company may terminate this Agreement pursuant to Section 12.1(iv) hereof. In the event that the Company seeks to amend or supplement a Schedule pursuant to this Section 7.8, and TCI and a majority of the Other Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. In the event that TCI or Newco seeks to amend or supplement a Schedule pursuant to this Section 7.8 and a majority of the Founding Companies do not consent to such amendment or supplement, this Agreement shall be deemed terminated by mutual consent as set forth in Section 12.1(i) hereof. No party to this Agreement shall be liable to any other party if this Agreement shall be terminated pursuant to the provisions of this Section 7.8. No amendment of or supplement to a Schedule shall be made later than 24 hours prior to the anticipated effectiveness of the Registration Statement.

  • Amendment of Agreement This Agreement may be amended only by written agreement of the Adviser and the Sub-Adviser and only in accordance with the provisions of the 1940 Act and the rules and regulations promulgated thereunder.

  • Amendment of Partnership Agreement Meetings (a) Sections 14.1(a), 14.1(c) and 14.1(d) are hereby amended by inserting the words "and 4.8(f)(ii)" after each reference to "4.5(f)(ii)" therein.

  • Effective Date, Amendment and Termination A. This Agreement shall become effective as of the date executed by JPMDS or as of the first date thereafter upon which Financial Intermediary performs any service, or receives any payment pursuant hereto.

  • Amendment and Restatement of Prior Agreement The Prior Agreement is hereby amended and restated in its entirety as set forth herein. Such amendment and restatement is effective upon the execution of this Agreement on the date hereof by the Company and certain of the Prior Investors who are party hereto, pursuant to Section 5.5 of the Prior Agreement. Upon such execution, all provisions of, rights granted and covenants made in the Prior Agreement are hereby waived, released and superseded in their entirety and shall have no further force or effect, including, without limitation, all rights of first refusal and any notice period associated therewith otherwise applicable to the transactions contemplated by the Purchase Agreement.

  • Amendment of Agreement and Certificate of Limited Partnership For the admission to the Partnership of any Partner, the General Partner shall take all steps necessary and appropriate under the Act to amend the records of the Partnership and, if necessary, to prepare as soon as practical an amendment of this Agreement (including an amendment of Exhibit A) and, if required by law, shall prepare and file an amendment to the Certificate and may for this purpose exercise the power of attorney granted pursuant to Section 2.4 hereof.

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