Amendments, Elections, Etc Sample Clauses

Amendments, Elections, Etc. 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 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 the Representative is responsible pursuant to Section 7.01.
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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. (c)
Sample 1
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.
Sample 1
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).
Sample 1
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.
Sample 1
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.
Sample 1

Related to Amendments, Elections, Etc

  • Amendments, Etc No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrower or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall:

  • Procedures Amendments (a) Procedures. Each time HII delivers to the Series B Member Representative an applicable Schedule under this Agreement, including any Amended Schedule, but excluding any Early Termination Schedule or amended Early Termination Schedule, HII also shall (x) deliver to the Series B Member Representative the Corporation Return, along with schedules and work papers, as determined by HII or requested by the Series B Member Representative, providing reasonable detail regarding the preparation of such Schedule and (y) allow the Series B Member Representative reasonable access to the appropriate representatives of HII and the Advisory Firm in connection with a review of such Schedule. Each party shall bear its own expenses associated with such review and investigation. The applicable Schedule shall become final and binding on all parties unless the Applicable Series B Member, within 30 calendar days after an Exchange Basis Schedule or amendment thereto or a Tax Benefit Schedule or amendment thereto was provided to the Series B Member Representative, provides HII with notice of a material objection to such Schedule (“Objection Notice”) made in good faith. If HII and the Applicable Series B Member are unable to resolve the issues raised in such notice within 30 calendar days of receipt by HII of an Objection Notice with respect to such Exchange Basis Schedule or Tax Benefit Schedule, HII and the Series B Member Representative shall employ the reconciliation procedures as provided for in Section 7.09 of this Agreement (the “Reconciliation Procedures”); provided that, to the extent that the matter at issue affects an Applicable Series B Member but not the Series B Member Representative, the Reconciliation Procedures shall be employed, mutatis mutandis, by HII and the relevant Applicable Series B Member.

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