Amendments, Elections, Etc Clause Samples
The "Amendments, Elections, Etc" clause defines the procedures for making changes, choices, or other formal modifications to the agreement. Typically, it outlines how amendments must be documented—often requiring written consent from all parties—and may specify how elections or options under the contract are to be exercised, such as by providing written notice within a certain timeframe. This clause ensures that any alterations or decisions affecting the contract are made transparently and with mutual agreement, thereby preventing misunderstandings and disputes over unauthorized or informal changes.
Amendments, Elections, Etc. Except as required by Law, without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not file any Income Tax Return or amended Income Tax Return for the Company or its Subsidiaries with respect to any Pre-Closing Income Tax Period or Straddle Period, or make any Tax election or take any position for Tax purposes which would increase the amount of Income Taxes for which Representative is responsible pursuant to Section 6.01.
Amendments, Elections, Etc. Neither Buyer nor any of its Affiliates shall (a) file any Tax Return or amended Tax Return for the Companies or any of their Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period, other than pursuant to Section 7.07(b) hereof, (b) voluntary initiate any discussions with a Taxing Authority with respect to Taxes or Tax Returns for any Company, any of its Subsidiaries or for the Seller Affiliated Group with respect to any Pre-Closing Tax Period or Straddle Period, (c) make any Tax election for any Company, any of its Subsidiaries or for the Seller Affiliated Group with respect to any Pre-Closing Tax Period or Straddle Period, in each case, without the consent of the Seller, which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that to the extent any such action required by applicable Law shall be treated as unreasonably to withheld consent.
Amendments, Elections, Etc. Except to the extent required by Law, without the consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not file any amended Tax Return for the Company or its Subsidiaries with respect to any Pre-Closing Tax Period, or make any Tax election that would have retroactive effect to any Pre-Closing Tax Period, in each case which would have the effect of increasing the amount of Taxes for which Seller is responsible pursuant to Section 8.1, or reducing the amount of Tax refunds to which Seller is entitled pursuant to Section 8.7.
Amendments, Elections, Etc. Without the consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not (a) file any Flow-Through Tax Return (other than as contemplated by Section 8.2(a)) or amended Flow-Through Tax Return or make any voluntary disclosures to or enter into a similar agreement with any taxing authority related to Flow-Through Taxes of the Companies with respect to any Pre-Closing Tax Period or Straddle Period, (b) except as otherwise provided in Section 8.4, make, change or revoke any election related to Flow-Through Taxes of the Companies that has retroactive effect to any Pre-Closing Tax Period, or (c) take any action on the Closing Date after the Closing with respect to the Companies other than in the ordinary course of business or contemplated by this Agreement. 49
Amendments, Elections, Etc. Without the consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not file any Tax Return or amended Tax Return for HIG Holdco, the Company or its Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period, voluntarily initiate any discussions with a Taxing Authority with respect to Taxes or Tax Returns for HIG Holdco, the Company and its Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period, or make any Tax election with respect to a Pre-Closing Tax Period or Straddle Period, which would increase the amount of Taxes for which the Representative is responsible pursuant to Section 8.01 or reduce any refunds of Taxes to which the Representative is entitled pursuant to Section 8.06.
Amendments, Elections, Etc. Buyer will not, and will not cause or permit the Acquired Entities or any of their Affiliates to, without the written consent of the Sellers, (i) file or amend or otherwise modify any Tax Return that relates in whole or in part to any Pre-Closing Tax Period (and other than to file Stub Period Returns in accordance with Section 10.02(a)), (ii) make or change any election for, or that has retroactive effect to, any Pre-Closing Tax Period, (iii) extend or waive the statute of limitations with respect to any Pre-Closing Tax Period, (iv) file any ruling request with any Governmental Entity that relates to Taxes or Tax Returns of the Acquired Entities for any Pre-Closing Tax Period, or (iv) enter into any voluntary disclosure with any Governmental Entity regarding any Tax or Tax Returns of the Acquired Entities for any Pre-Closing Tax Period. Notwithstanding the foregoing, the Sellers shall consent to a voluntary disclosure described in the immediately preceding clause (iv) if such action will not result in an indemnity obligation of the Sellers or in Taxes payable by Sellers or, in the case of BPC Trust, any current or former beneficiary of such Seller. If any such action is required by Law, then notwithstanding the foregoing, Buyer shall be permitted to take such action, provided that Buyer shall promptly notify Sellers of Buyer’s intention to take such action.
Amendments, Elections, Etc. Without the consent of the Stockholders’ Representative (not to be unreasonably withheld, conditioned or delayed), Parent shall not file any amended Tax Return for the Company or any of its Subsidiaries with respect to any taxable period ending on or prior to the Closing Date. Parent shall not make any Tax election or take any position for Tax purposes which would increase the amount of any Taxes for which the Stockholders would be liable under Section 10.2(a)(iv)(A) or reduce the amount of any refunds or credits to which the Stockholders would be entitled under Section 8.10(d).