Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics with respect to a Pre-Closing Tax Period without the prior written consent of the Representative, which consent shall not be unreasonably 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. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics a Company Entity with respect to a Pre-Closing Tax Period (including any Straddle Periods) (a) without the prior written consent of the Seller Representative, which consent shall not be unreasonably conditioned, withheld or delayed, or (b) unless required by applicable Law.
Appears in 2 contracts
Samples: Escrow Agreement, Escrow Agreement
Amendment of Tax Returns. Neither the Except as required by applicable Law, neither Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Company with respect to a Pre-taxable period (or portion thereof) ending on or before the Closing Tax Period Date without the prior written consent of the Company Equityholder Representative, which consent shall not be unreasonably withheld 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. Neither Except as required in order to comply with applicable Law or pursuant to the Buyer resolution of a Tax-related Legal Proceeding, neither Purchaser nor any of its Affiliates shall may amend, file, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics Entity with respect to a Pre-Closing Tax Period (including the pre-Closing portion of any Straddle Period), without the prior written consent of the RepresentativeSeller, which consent shall will not be unreasonably withheld withheld, conditioned or delayed.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Nii Holdings Inc)
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify not amend any Tax Return of the Company or Tax election of any of Holdco or Enginetics with respect Company Subsidiary that relates to a Pre-Tax period (or portion thereof) ending on or before the Closing Tax Period Date without the prior written consent of the Representative, Seller (which consent shall not be unreasonably withheld withheld, conditioned or delayed) unless required by applicable Law.
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Amendment of Tax Returns. Neither Except as required by applicable Law, the Buyer nor any of Buyers shall not, and the Buyers shall cause its Affiliates shall (including the Acquired Companies) not to, amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Acquired Companies with respect to a Pre-Closing Tax Period if such action would reasonably be expected to result in liability to Sellers without the prior written consent of the RepresentativeSellers, which consent shall not be unreasonably withheld or delayedwithheld.
Appears in 1 contract
Samples: Interest Purchase Agreement (Nci Building Systems Inc)
Amendment of Tax Returns. Neither the Except as provided by Sections 10.2 and 10.4, neither Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Company with respect to a Pre-Closing Pre‑Closing Tax Period to the 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 the RepresentativeSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Laureate Education, Inc.)
Amendment of Tax Returns. Neither Except as required by Applicable Law, none of Buyer, the Buyer nor Company or any of its their Affiliates shall amend, refilere-file, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics any Subsidiary with respect to a Pre-Closing Tax Period or Straddle Period without the prior written consent of the Lenders’ Representative, which such consent shall not to be unreasonably conditioned, withheld or delayed.
Appears in 1 contract
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company or any of Holdco or Enginetics Subsidiary with respect to a Pre-Closing Tax Period without the prior written consent of the Representative, which Seller Representative (such consent shall not to be unreasonably withheld withheld, conditioned or delayed).
Appears in 1 contract
Samples: Stock Purchase Agreement (CPI International Holding Corp.)
Amendment of Tax Returns. Neither the Buyer Purchaser nor any of its Affiliates shall amend, refilere-file, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Company with respect to a any Pre-Closing Tax Period without the prior written consent of the RepresentativePrincipal Shareholders, which consent shall not be unreasonably 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. Neither the Buyer Purchaser nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Acquired Companies with respect to a Pre-Closing Tax Period without the prior written consent of the RepresentativeCompany, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: License Agreement (Sequenom Inc)
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify or file any Tax Return or Tax election of the Company or any of Holdco or Enginetics Company Subsidiary with respect to a Pre-Closing Tax Period without the prior written consent of the RepresentativeSellers, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Samples: Share Purchase Agreement (Seacor Holdings Inc /New/)
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics the Company Subsidiaries with respect to a Prepre-Closing Tax Period period unless required by Law without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Trimble Navigation LTD /Ca/)
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics the Company Subsidiaries with respect to a Pre-Closing Tax Period without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Amendment of Tax Returns. Neither the Buyer Purchaser nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics the Acquired Companies with respect to a Pre-Tax period ending on or before the Closing Tax Period Date without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably conditioned, withheld or delayed.. [*****] Confidential material redacted and separately filed with the Securities and Exchange Commission
Appears in 1 contract
Amendment of Tax Returns. Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics the Subsidiary with respect to a Pre-Closing Tax Period without obtaining the prior written consent of the Sellers Representative, which such consent shall not to be unreasonably withheld withheld, conditioned, or delayed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Watts Water Technologies Inc)
Amendment of Tax Returns. Neither Unless required to reflect a final determination within the meaning of Section 1313 of the Code, neither Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics the Subsidiary with respect to a Pre-Closing Pre‑Closing Tax Period (not including any Straddle Period) without the prior written consent of the Seller Representative, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Stock Purchase Agreement (Logitech International Sa)
Amendment of Tax Returns. Neither Unless required by a final determination within the meaning of Section 1313(a) of the Code, neither Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of Holdco the Company or Enginetics the Subsidiaries with respect to a Pre-Closing Tax Period without the prior written consent of the Seller Representative, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Amendment of Tax Returns. Neither the Except as required pursuant to applicable Law or contemplated by this Agreement, Buyer nor any of shall not, and shall cause its Affiliates shall not to, amend, refile, revoke refile or otherwise modify any Tax Return or Tax material tax election of any of Holdco relating in whole or Enginetics with respect in part to a Pre-the Acquired Assets that was filed on or prior to the Closing Tax Period Date without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably withheld withheld, conditioned or delayed.
Appears in 1 contract
Amendment of Tax Returns. Neither the Buyer Purchaser nor any of its Affiliates shall amend, refilere-file, revoke or otherwise modify any Tax Return or Tax election of any of Holdco or Enginetics Controlled Subsidiary with respect to a any Pre-Closing Tax Period without the prior written consent of the RepresentativeSeller, which consent shall not be unreasonably withheld or delayed.
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Orion Marine Group Inc)