Amendments to Returns. Following the Closing, except as required by Law, Buyer shall not (i) file any amended Tax Return for the Company for a Tax period (or portion thereof) ending on or before the Closing Date, (ii) make, change or revoke any Tax election or change any accounting period or method of the Company with retroactive effect to any Tax period (or portion thereof) ending on or before the Closing Date, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Taxable period (or portion thereof) ending on or before the Closing Date, or (iv) make or initiate any voluntary contact with a Governmental Entity regarding Taxes for any Taxable period (or portion thereof) ending on or before the Closing Date, in each case, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed). The preparation and filing of any amended Tax Return by Buyer permitted under this Section 5.6(i) shall be subject to the disclosure, review and dispute resolution procedures set out in Section 5.6(e).
Amendments to Returns. Following the Closing, Buyer shall not (i) file any amended Tax Return for the Acquired Companies for a Pre-Closing Tax Period, (ii) make, change or revoke any Tax election or change any accounting period or method of the Acquired Companies with retroactive effect to any Pre-Closing Tax Period, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency of the Acquired Companies related to a Pre-Closing Tax Period, or (iv) make or initiate any voluntary contact with a Governmental Entity regarding Taxes of the Acquired Companies for any Pre-Closing Tax Period, in each case, without the prior written consent of UPS or unless otherwise required by applicable Law. If UPS consents to the filing of any amended Tax Return under this Section 5.6(h), the preparation and filing of such Tax Return by Buyer shall be subject to the review and comment procedures set out in Section 5.6(d).
Amendments to Returns. Following the Closing, Buyer will not (i) file any amended Tax Return for the Company for a Tax period (or portion thereof) ending on or before the Closing Date, or (ii) make, change or revoke any Tax election or change any accounting period or method of the Company with retroactive effect to any Tax period (or portion thereof) ending on or before the Closing Date, in each case, except (a) with the Seller’s consent (not to be unreasonably withheld, conditioned or delayed), or if such action could not result in a Tax liability to Seller or form the basis for an indemnity claim against the Seller hereunder. (h)
Amendments to Returns. If, during the period between the Closing and the determination of the Final Closing Purchase Price, Buyer or any of its Affiliates (including, after the Closing, the Companies) takes a Disregarded Action without the prior written consent of the Parent (such consent not to be unreasonably withheld, conditioned or delayed), such Disregarded Action and the consequences thereof shall be disregarded for purposes of determining the Final Closing Purchase Price. Each of the following actions, alone or in combination, are “Disregarded Actions”: (i) filing any amended Tax Return for any Company for a Pre-Closing Tax Period, (ii) making, changing or revoking any Tax election or changing any accounting period or method of any Company with retroactive effect to any Pre-Closing Tax Period, (iii) extending or waiving, or causing to be extended or waived, any statute of limitations or other period for the assessment of any Tax of any Company for any Pre-Closing Tax Period, or (iv) entering into (or pursuing) any voluntary disclosure agreements or similar programs with any Governmental Entity that relate to Taxes or Tax Returns of any Company for any Pre-Closing Tax Period. Buyer shall not, and shall cause its Affiliates not to, take any Disregarded Action that would reasonably be expected to result in more than a de minimis amount of Excluded Liabilities that would be payable by Parent or any of its Affiliates (including pursuant to any indemnification obligations hereunder) without the written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed), it being understood that Parent shall be deemed to consent to any Disregarded Action to the extent Xxxxx agrees to reimburse Parent or any of its Affiliates for any such resulting Excluded Liabilities.
Amendments to Returns. Except as otherwise required by applicable Law, following the Closing, Buyer will not, if doing so could reasonably be expected to increase the Seller’s liability for Taxes pursuant to this Agreement (i) file any amended Tax Return for any entity within the Company Group for a Pre-Closing Tax Period, or (ii) make, change or revoke any Tax election or change any accounting period or method of any entity within the Company Group with retroactive effect to any Pre-Closing Tax Period, in each case without Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed).
Amendments to Returns. No Party will amend or modify any of the 2011-2015 Returns without the prior written consent of the other Parties, which consent will not be unreasonably withheld if such amendment or modification is required by applicable law.
