Buyer Covenants. Without the prior written consent of Seller (not to be unreasonably withheld or delayed), Buyer and its Affiliates shall not (a) cause any Acquired Entity to take any action on the Closing Date but after the Closing other than in the ordinary course of business (and other than any action contemplated by this Agreement), (b) make or change any Tax election that has a retroactive impact on any Taxes included in Retained Tax Liabilities, (c) amend any Tax Return for Income Taxes that is imposed on any Acquired Entity for a taxable period that ends on or before the Closing Date to the extent Seller would be liable for any additional Taxes as a result of such amendment, (d) amend any Tax Returns for a Straddle Tax Period with respect to any Tax item of an Acquired Entity that relates to any transactions in the Pre-Closing Reorganization, or (e) to the extent related to Income Taxes imposed on any Acquired Entity for a taxable period ending on or before the Closing Date, take any action or have any communication with any Taxing Authority (other than non-substantive communications); provided that Buyer shall (i) purchase the Purchased Entities using an entity that is properly treated as a corporation for U.S. federal income tax purposes and eligible to make an election under Section 338(g) of the Code, (ii) make (or cause to be made) at Seller’s expense an election under Section 338(g) of the Code with respect to each Acquired Entity classified as a corporation for U.S. federal Income Tax purposes based on election forms prepared by Seller (but any similar election for any other Tax purpose shall require the mutual written consent of the parties) and (iii) not take any actions or fail to take any actions that would render such Section 338(g) elections ineffective. If requested by Seller, Buyer shall enter into, or cause to be entered into, a binding agreement pursuant to U.S. Treasury Regulations Section 1.245A-5(e)(3)(i)(C)(2) in a timely manner to permit an election under U.S. Treasury Regulations Section 1.245A-5(e)(3) with respect to any Acquired Entity designated by Seller.
Buyer Covenants. Buyer covenants and agrees with Stockholder, Seller and the Company as follows:
Buyer Covenants. Buyer covenants and agrees that, pending the Closing --------------- and except as otherwise agreed to in writing by Seller:
Buyer Covenants. During the time period from the Agreement Date until the earlier to occur of (a) the Closing or (b) the termination of this Agreement in accordance with the provisions of Article 10, Buyer covenants and agrees with Seller as follows:
Buyer Covenants. The Buyer covenants as follows:
(i) that on the date which is 6 months following the issue of the Equity Consideration, it will take such action as is required to ensure that the Equity Consideration is freely tradable, including, without limitation, requesting removal of any restrictive legend attaching to the Equity Consideration; and
(ii) that the Buyer must pay all relevant taxes for which the Company is liable for and which relate to the period prior to Closing but which are due after Closing has occurred, on or before the due date, subject to the sufficient provision being made for the tax/es in the Company’s Financial Statements.
Buyer Covenants. Subject to applicable Law, from the date hereof until the Closing Date, except as expressly contemplated by the Transaction Documents or with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), with respect to Buyer’s business, Buyer shall not and shall cause its Subsidiaries not to:
(a) except as required by Law, amend its articles of incorporation or bylaws or equivalent organizational documents in a manner that would adversely affect the consummation of the transactions contemplated by this Agreement or the issuance of the Stock Consideration;
(b) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation or dissolution of Buyer, or enter into any agreement or understanding that requires Buyer or any Buyer Subsidiary to abandon or terminate this Agreement or the transactions contemplated herein, or that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; or
(c) agree or commit to do any of the foregoing.
Buyer Covenants. Buyer covenants that it shall not cause or permit any Purchased Subsidiary or any Affiliate of Buyer (a) to take any action on the Closing Date other than in the ordinary course of business, including but not limited to the distribution of any dividend or the effectuation of any redemption or (b) make any election or take any action with respect to Taxes that could give rise to any Pre-Closing Tax Liability or reduce any asset of the Seller Group with respect to Taxes or give rise to any loss of the Seller or the Seller Group for a Pre-Closing Tax Period.
Buyer Covenants. Buyer covenants that it shall not, and shall not cause or permit, Newco, the Company, the Sold Subsidiaries, or any other Affiliate of Buyer, in each case without the prior written consent of Seller, (i) to make any election in respect of the Company, Newco or the Sold Subsidiaries pursuant to Treasury Regulation Section 301.7701-3 that is effective on or before the Closing Date, (ii) to take any action that would have a retroactive effect with respect to Taxes for any Pre-Closing Tax Period or would increase any Tax liability, or reduce any Tax asset, of the Seller Group, or (iii) to amend or refile any Tax Return with respect to a Pre-Closing Tax Period.
Buyer Covenants. The covenants and agreements contained in this Agreement that are to be performed on or prior to the Closing by Buyer shall have been duly performed by Buyer in all material respects.
Buyer Covenants. Buyer agrees that:
(a) On and after the Closing Date, Buyer will, and shall cause each of the Transferred Subsidiaries to, afford promptly to Seller and its accountants, attorneys, agents and representatives full and complete access to their properties, books, records, documents, employees, directors and auditors to the extent reasonably necessary or appropriate to permit Seller to (i) determine any matter relating to Seller’s rights and obligations hereunder or to any period ending on or before the Closing Date, (ii) complete and/or initiate any and all financial audits necessary or appropriate for Seller’s financial reporting purposes, and (iii) respond to, prepare for, or defend itself against any third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal or arbitral proceedings, including, without limitation, any and all stockholder derivative and/or class action litigation and inquiries and investigations by the U.S. Securities and Exchange Commission (the “SEC”), whether or not in existence as of the Closing Date; provided, however, that any such access by Seller shall not unreasonably interfere with the conduct of the business of Buyer; provided, further that Seller may retain copies of such books and records that are reasonably necessary or appropriate to respond to, prepare for, or produce such properties, books, records and employees in connection with any existing third-party or governmental investigation, inquiry, action, suit, proceeding, claim or threatened or actual legal proceeding or arbitration.
(b) Without limiting the foregoing, Buyer will, and shall cause the Transferred Subsidiaries to, provide full cooperation with respect to issues relating to, arising under or resulting from Seller’s ongoing stockholder derivative and/or class action litigation and SEC investigation, including, without limitation: (x) assisting in making employees of Buyer and the Transferred Subsidiaries reasonably available for deposition testimony; and (y) preserving and delivering original copies of, and providing reasonable access to, any and all properties, books, records, documents relating to, arising under or resulting from Seller’s ongoing stockholder derivative and/or class action litigation and SEC investigation. Seller shall be responsible for all reasonable out-of-pocket costs incurred by Buyer and its Subsidiaries in complying with this Section 5.2(b), including copying, delivery and telephone ch...
