Common use of Amendment of Tax Returns Clause in Contracts

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates may amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity with respect to a Pre-Closing Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Seller, which consent will not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Nii Holdings Inc)

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Amendment of Tax Returns. Except as required in order to comply with by applicable Law or pursuant to the resolution of a Tax-related Legal ProceedingLaw, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company with respect to a Pre-taxable period (or portion thereof) ending on or before the Closing Period (including the pre-Closing portion of any Straddle Period), Date without the prior written consent of Sellerthe Company Equityholder Representative, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Amag Pharmaceuticals Inc.)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity of Holdco or Enginetics with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Sellerthe Representative, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Standex International Corp/De/), Stock Purchase Agreement (Standex International Corp/De/)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any a Company Entity with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), Periods) (a) without the prior written consent of Sellerthe Seller Representative, which consent will shall not be unreasonably withheldconditioned, conditioned withheld or delayed, or (b) unless required by applicable Law.

Appears in 2 contracts

Samples: Escrow Agreement, Escrow Agreement

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser Neither Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company or the Company Subsidiaries with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Sellerthe Sellers’ Representative, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (XPO Logistics, Inc.)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates may shall amend, re-file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity Controlled Subsidiary with respect to a any Pre-Closing Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Seller, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Orion Marine Group Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Acquired Companies with respect to a Pre-Tax period ending on or before the Closing Period (including the pre-Closing portion of any Straddle Period), Date without the prior written consent of the Seller, which consent will shall not be unreasonably withheldconditioned, conditioned withheld or delayed.. [*****] Confidential material redacted and separately filed with the Securities and Exchange Commission

Appears in 1 contract

Samples: Stock Purchase Agreement (Immucor Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceedingprovided by Sections 10.2 and 10.4, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company with respect to a Pre-Closing Pre‑Closing Tax Period (including to the pre-Closing portion of any Straddle Period)extent that such amendment, refiling, revocation or modification could increase Seller’s liability for income Taxes for Pre‑Closing Tax Periods without the prior written consent of Seller, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates may shall amend, re-file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company with respect to a any Pre-Closing Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Sellerthe Principal Shareholders, which consent will shall not be unreasonably withheld, conditioned withheld or delayed. Any Tax refund received with respect to any Pre-Closing Period shall inure to the benefit of Seller.

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Orion Marine Group Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates may amend, file, refile, revoke or otherwise modify Buyer shall not amend any Tax Return of the Company or Tax election of any Entity with respect Company Subsidiary that relates to a Pre-Tax period (or portion thereof) ending on or before the Closing Period (including the pre-Closing portion of any Straddle Period), Date without the prior written consent of Seller, the Seller (which consent will shall not be unreasonably withheld, conditioned or delayed) unless required by applicable Law.

Appears in 1 contract

Samples: Stock Purchase Agreement (FTD Companies, Inc.)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to Neither the resolution of a Tax-related Legal Proceeding, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity of the Company or the Subsidiary with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without obtaining the prior written consent of Sellerthe Sellers Representative, which such consent will not to be unreasonably withheld, conditioned conditioned, or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Watts Water Technologies Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser Neither Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of the Company or any Entity Subsidiary with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Seller, which the Seller Representative (such consent will not to be unreasonably withheld, conditioned or delayed).

Appears in 1 contract

Samples: Stock Purchase Agreement (CPI International Holding Corp.)

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Amendment of Tax Returns. Except as Unless required in order to comply with applicable Law or pursuant to reflect a final determination within the resolution meaning of a Tax-related Legal ProceedingSection 1313 of the Code, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company or the Subsidiary with respect to a Pre-Closing Pre‑Closing Tax Period (not including the pre-Closing portion of any Straddle Period), ) without the prior written consent of Seller, which consent will not be unreasonably withheld, conditioned or delayedthe Seller Representative.

Appears in 1 contract

Samples: Stock Purchase Agreement (Logitech International Sa)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Neither Purchaser nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Acquired Companies with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Sellerthe Company, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Samples: License Agreement (Sequenom Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser Neither Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity the Company or the Company Subsidiaries with respect to a Pre-Closing Period (including the pre-Closing portion of any Straddle Period), Tax period unless required by Law without the prior written consent of the Seller, which consent will shall not be unreasonably withheld, conditioned withheld or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Trimble Navigation LTD /Ca/)

Amendment of Tax Returns. Except as Unless required in order to comply with applicable Law or pursuant to by a final determination within the resolution meaning of a Tax-related Legal ProceedingSection 1313(a) of the Code, neither Purchaser Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity of the Company or the Subsidiaries with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of Sellerthe Seller Representative, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Landec Corp \Ca\)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to The Purchaser shall not, and the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of shall cause its Affiliates may (including the Acquired Companies) not to, amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity of the Acquired Companies with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of the Seller, which consent will not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rti International Metals Inc)

Amendment of Tax Returns. Except as required in order to comply with applicable Law by Applicable Law, none of Buyer, the Company or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its their Affiliates may shall amend, re-file, refile, revoke or otherwise modify any Tax Return or Tax election of any Entity of the Company or any Subsidiary with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any or Straddle Period), Period without the prior written consent of Sellerthe Lenders’ Representative, which such consent will not to be unreasonably withheldconditioned, conditioned withheld or delayed.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dts, Inc.)

Amendment of Tax Returns. Except as required in order to comply with applicable Law or pursuant to the resolution of a Tax-related Legal Proceeding, neither Purchaser Neither Buyer nor any of its Affiliates may shall amend, file, refile, revoke or otherwise modify or file any Tax Return or Tax election of the Company or any Entity Company Subsidiary with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of SellerSellers, which consent will shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Share Purchase Agreement (Seacor Holdings Inc /New/)

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