Amendments to Tax Returns. Except as required by Law, without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or reducing any Tax asset of any of the Companies in respect of any Pre-Closing Taxable Period.
Amendments to Tax Returns. Buyer shall not, and shall not permit the Company or the Subsidiary to, amend any Tax Return covering any period ending on or before the Closing Date without the prior written consent of the Seller, which consent shall not be unreasonably withheld, if such amendment would adversely affect the Seller.
Amendments to Tax Returns. Allergan shall be entitled to amend Tax Returns filed by it pursuant to Section 2.1(a), and AMO shall be entitled to amend Tax Returns filed by it pursuant to Section 2.1(b); provided, however, that, AMO (or Allergan) shall not amend any Tax Return of a Pre-Existing AMO Member (excluding any Tax Return which includes both a Pre-Existing AMO Member and an entity other than a Pre-Existing AMO Member) with respect to issues for which Allergan (or AMO) may be responsible in part for Taxes under Section 3.6, except (a) pursuant to the settlement or other resolution of an Audit subject to Article XI or (b) with Allergan's (or AMO's) written consent (which consent shall not be unreasonably withheld), provided, however, that such consent may be conditioned upon the receipt of appropriate indemnification for any increases in liability for Taxes that may result from the amendment; and, provided, however, that such prohibition shall not extend to the correction of mathematical or material factual errors or other adjustments necessary to conform such Tax Returns to applicable law or to comply with Section 2.5.
Amendments to Tax Returns. No Tax Returns for any Pre-Closing Taxable Periods may be amended without Realty's and Marketing's consent, which consent shall not be unreasonably withheld.
Amendments to Tax Returns. No Tax Returns or Information Returns for any Pre-Closing Taxable Period or Straddle Period of any Acquired Company filed by CLJ or SNH may be amended without the consent of CLJ and SNH, which in each case shall not be unreasonably withheld; provided, however, that (i) SNH shall not be considered unreasonable in withholding such consent if such amendment would result in an increase in a Tax liability for which the SNH Parties have responsibility under this Agreement or would cause a material risk that SNH shall fail to qualify as a "real estate investment trust" under the Code (unless CLJ agrees to pay the SNH Parties an amount equal to the amount of such increase or to indemnify the SNH Parties for such failure to qualify, in which case a failure to consent will be considered unreasonable), (ii) CLJ shall not be considered unreasonable in withholding such consent if such amendment would result in an increase in a Tax liability for which CLJ has responsibility under this Agreement (unless SNH or CSL agrees to pay CLJ an amount equal to the amount of such increase, in which case a failure to consent will be considered unreasonable), (iii) CLJ shall not be required to seek the consent of SNH if such amendment would not result in any adjustment to any Income Tax Attributes or Income Tax Credits, would not result in any increase in the Tax liability of any SNH Party for each Post-Closing Straddle Period and Post-Closing Taxable Period, and would not create any material risk that SNH shall fail to qualify as a "real estate investment trust" under the Code.
Amendments to Tax Returns. Except as required by Applicable Law, none of the Purchaser, the Corporation shall, or cause or permit their Affiliates to, without the prior written consent of the Vendor, (a) refile, amend or otherwise modify any Tax Return of the Corporation filed for a Pre-Closing Tax Period or Straddle Period, or (b) make any Tax election that would have any retroactive effect to any Pre-Closing Tax Period. The Vendor shall have no liability whatsoever resulting from any action by the Purchaser, the Corporation contrary to this Section 7.10(6).
Amendments to Tax Returns. Except as required by Applicable Law, neither the Purchaser nor the Corporation shall, without the prior written consent of the Vendor, not to be unreasonably withheld, conditioned or delayed, refile, amend or otherwise modify any Tax Return filed for a Pre-Closing Tax Period or a Straddle Period.
Amendments to Tax Returns. Except as required by Applicable Law, the Purchaser and each of the NovaGold Subs and Amalco, as the case may be, shall not, without prior written consent of the Vendor, refile, amend or otherwise modify any Tax Return filed for a Pre-Closing Tax Period or a Straddle Period.
Amendments to Tax Returns. Buyer shall not, and shall not permit the Company or any of its Subsidiaries to, amend any Tax Return covering any period ending on or before the Closing Date without the prior written consent of Seller.
Amendments to Tax Returns. The Company (or Hi/fn, as the case may be) shall be entitled to amend Tax Returns filed by the Company (or Hi/fn) pursuant to Section 2(a); provided, however, that Hi/fn (or the Company, solely with respect to Income Taxes of Hi/fn Members for Separate Jurisdictions) shall not amend for any reason whatsoever any Tax Return of the Company or any Stac Post-Spin-off Member (or Hi/fn, the Hi/fn Group or any Hi/fn Member) for any Pre-Closing Taxable Period or any Post-Closing Taxable Period ended on or before December 31, 1998, except (A) pursuant to the settlement or other resolution of a contest subject to Section 6 or (B) with the Company's (or Hi/fn's) written consent (which consent shall not be unreasonably withheld or delayed); provided, however, that such prohibition shall not extend to the correction of mathematical or material factual errors or other adjustments necessary to conform such Tax Returns to applicable law or past Tax Practices.
