Common use of Amendment of Tax Returns Clause in Contracts

Amendment of Tax Returns. 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 the Company with respect to a taxable period (or portion thereof) ending on or before the Closing Date without the prior written consent of the Company Equityholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Amendment of Tax Returns. Except as required by applicable Law, neither Neither the Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the a Company Entity with respect to a taxable period Pre-Closing Tax Period (or portion thereofincluding any Straddle Periods) ending on or before the Closing Date (a) without the prior written consent of the Company Equityholder Seller Representative, which consent shall not be unreasonably withheldconditioned, conditioned withheld or delayed, or (b) unless required by applicable Law.

Appears in 2 contracts

Samples: Equity Interest Purchase Agreement, Equity Interest Purchase Agreement

Amendment of Tax Returns. Except as Unless required by applicable Lawa 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 the Company or the Subsidiaries with respect to a taxable period (or portion thereof) ending on or before the Pre-Closing Date Tax Period without the prior written consent of the Company Equityholder Seller Representative, which consent 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 Unless required by applicable Lawto 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 the Company or the Subsidiary with respect to a taxable period Pre‑Closing Tax Period (or portion thereofnot including any Straddle Period) ending on or before the Closing Date without the prior written consent of the Company Equityholder Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Stock Purchase Agreement (Logitech International Sa)

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Amendment of Tax Returns. Except as required by applicable Applicable Law, neither Buyer nor none of Buyer, the Company or any of its their Affiliates shall amend, refilere-file, revoke or otherwise modify any Tax Return or Tax election of any of the Company or any Subsidiary with respect to a taxable period (Pre-Closing Tax Period or portion thereof) ending on or before the Closing Date Straddle Period without the prior written consent of the Company Equityholder Lenders’ Representative, which such consent shall not to be unreasonably withheldconditioned, conditioned withheld or delayed.

Appears in 1 contract

Samples: Merger Agreement (Dts, Inc.)

Amendment of Tax Returns. Except as required provided by applicable LawSections 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 the Company with respect to a taxable period (Pre‑Closing Tax Period to the extent that such amendment, refiling, revocation or portion thereof) ending on or before the Closing Date modification could increase Seller’s liability for income Taxes for Pre‑Closing Tax Periods without the prior written consent of the Company Equityholder RepresentativeSeller, which consent 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 pursuant to applicable Law or contemplated by applicable Lawthis Agreement, neither 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 relating in whole or in part to the Company with respect to a taxable period (or portion thereof) ending Acquired Assets that was filed on or before prior to the Closing Date without the prior written consent of the Company Equityholder RepresentativeSeller, which consent shall not be unreasonably withheld, conditioned or delayed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Biodesix Inc)

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