Amendments of Tax Returns. Except as otherwise required under applicable Tax Law, permitted in this Section 12.2 or in settlement of a Tax Proceeding, Purchaser shall not file, nor cause to be filed, any amended Tax Return relating to a period prior to the Closing Date or any amended Tax Return for any Tax period ending before the Closing Date and filed before the Closing Date without the written consent of Sellers, which consent shall not be unreasonably withheld, delayed or conditioned.
Amendments of Tax Returns. A Company shall not amend any Tax Return that relates to a Tax period that ends on or prior to the Closing without prior written consent of the Transferors, which consent shall not unreasonably be withheld, delayed or conditioned. Transferee will not unreasonably withhold consent to amend Tax Returns for pre-closing Tax Periods to obtain the benefit of any employee retention tax credits or similar credits for some or all of the Companies for such periods. If any Tax Returns are so amended, the benefit thereof shall be allocated to the Transferors.
Amendments of Tax Returns. After the Closing Date, neither Parent nor any of its Affiliates shall amend, modify or otherwise change any Covered Tax Return (or other Tax Return filed on or before the Closing Date) filed by or on behalf of the Target Companies to the extent that such amendment would result in an indemnification obligation of the Company Stockholders for Taxes under Sections 9.1 of this Agreement, unless otherwise required by applicable law or any Tax authority or unless advised by the Parent’s accounting firm to correct an error in the applicable Covered Tax Return, without the prior written consent of the Stockholders’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. The provisions set forth in Section 6.10(a) above with respect to Material Covered Tax Returns relating to Income Taxes shall apply (with necessary modifications) with respect to the filing by Parent or any of its Affiliates of any amended Covered Tax Return (or other Tax Return filed on or before the Closing Date).
Amendments of Tax Returns. With respect to Income Tax for the Pre-Closing Tax Period, Seller Representative shall have the exclusive right to file any amended Income Tax Return of the Company for a Pre-Closing Tax Period for which the Seller Parties are responsible for indemnification under Section 10.2(b)(i), Section 10.2(b)(ii), or Section 10.2(b)(iii), provided that the Tax Returns for the Pre-Closing Tax Periods and any amended Income Tax Returns have been prepared consistent with the Section 338(h)(10) Election and that the representations and warranties in Section 3.7(n) are true and correct through the Closing Date, and provided further that Seller Representative shall provide a copy of any such amended Income Tax Return (together with supporting schedules) to Purchaser at least 30 days prior to the date the amended Income Tax Returns are filed with a Governmental Authority. With respect to any Taxes other than Income Taxes, Purchaser shall have the right to amend any Tax Return related to Taxes other than Income Taxes provided that Purchaser provides a copy of any such amended Tax Returns (together with supporting schedules) to the Seller Representative at least 30 days prior to the date the amended Tax Returns are filed with the Governmental Authority and provided further that the Purchaser agrees to waive any claim for indemnification under Section 10.2(b)(iv) for the amount of additional Taxes shown on any such amended Tax Return.
Amendments of Tax Returns. Except as otherwise required under applicable Law, neither Parent, any Affiliate of Parent, the Company nor its Subsidiaries shall amend any Tax Return of the Company or its Subsidiaries with respect to a Pre-Closing Tax Period or Straddle Period.
Amendments of Tax Returns. Except as otherwise required under applicable Law, neither Parent, any Affiliate of Parent, the Company nor its Subsidiaries shall amend any Tax Return of the Company or its Subsidiaries with respect to a Pre-Closing Tax Period or Straddle Period.
