Amendments to Returns Sample Clauses

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).
Sample 1
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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.
Sample 1
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).
Sample 1
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).
Sample 1
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.
Sample 1
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.
Sample 1

Related to Amendments to Returns

  • Amendments to Agreements The Company shall not amend, modify or otherwise change the Warrant Agreement, Trust Agreement, Registration Rights Agreement, Purchase Agreements, the Services Agreement, or any Insider Letter without the prior written consent of the Representative which will not be unreasonably withheld. Furthermore, the Trust Agreement shall provide that the trustee is required to obtain a joint written instruction signed by both the Company and the Representative with respect to the transfer of the funds held in the Trust Account from the Trust Account, prior to commencing any liquidation of the assets of the Trust Account in connection with the consummation of any Business Combination, and such provision of the Trust Agreement shall not be permitted to be amended without the prior written consent of the Representative.

  • Amendments to Schedules The Schedules to this Agreement form an integral part of this Agreement. The Schedules may be amended or replaced from time to time by the parties who will evidence their approval thereof by initialing a new Schedule dated as of the effective date of such amendment or replacements.

  • Amendments to Documents The Trust shall furnish BISYS written copies of any amendments to, or changes in, any of the items referred to in Section 18 hereof forthwith upon such amendments or changes becoming effective. In addition, the Trust agrees that no amendments will be made to the Prospectuses or Statement of Additional Information of the Trust which might have the effect of changing the procedures employed by BISYS in providing the services agreed to hereunder or which amendment might affect the duties of BISYS hereunder unless the Trust first obtains BISYS' approval of such amendments or changes.

  • Amendments to Obligations The Trust shall regularly consult with each of FIIOC and FSC regarding their respective performance of their obligations. In connection therewith, the Trust shall submit to each of FIIOC or FSC, as applicable, at a reasonable time in advance of filing with the SEC copies of any amended or supplemented registration statements (including exhibits) under the Securities Act of 1933, as amended, and the 1940 Act, a reasonable time in advance of their proposed use, copies of any amended or supplemented forms relating to any plan, program or service offered by the Trust. Any change in such material which would require any change in the obligations of FIIOC or FSC, as applicable, hereunder shall be subject to approval by FIIOC or FSC, as applicable, which shall not be unreasonably withheld.

  • Amendments to Agreement This Agreement, or any term thereof, may be changed or waived only by written amendment signed by the party against whom enforcement of such change or waiver is sought. For special cases, the parties hereto may amend such procedures set forth herein as may be appropriate or practical under the circumstances, and Ultimus may conclusively assume that any special procedure which has been approved by the Trust does not conflict with or violate any requirements of its Declaration of Trust or then current prospectuses, or any rule, regulation or requirement of any regulatory body.

  • Amendments to Section 2 01. Section 2.01 of the Credit Agreement is hereby amended as follows: (a) Section 2.01(a) is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 5 1 of the Original Indenture. Solely for the purpose of determining Events of Default with respect to the 2023 Notes, paragraphs Section 5.1(e), Section 5.1(f) and Section 5.1(h) of the Original Indenture shall be amended such that each and every reference therein to the Issuer shall be deemed to mean either the Issuer or Consumers.

  • Amendments to Section 6 06. Section 6.06 of the Existing Credit Agreement is hereby amended in its entirety to read as follows:

  • Amendments to Section 7 11. Section 7.11 of the Existing Credit Agreement is hereby amended and restated in its entirety to read as follows:

  • Amendments to Section 1.01 (a) Section 1.01 of the Credit Agreement is hereby amended by adding the following definitions in the appropriate alphabetical order:

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