Buyer Tax Covenants. (a) Buyer covenants that it will not cause or permit the Transferred Entities, any Subsidiary or any Affiliate of Buyer 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 that could give rise to any Tax liability or reduce any Tax asset of the Seller Group or give rise to any loss of the Seller or the Seller Group under this Agreement.
Buyer Tax Covenants. (a) Buyer shall not take any action not expressly contemplated by the Transaction Documents on the Closing Date that is outside the ordinary course of business, and Buyer shall not cause or permit the Acquired Companies to take any such action on the Closing Date, in each case if such action would have the effect of increasing the Tax liability or reducing any Tax asset or refund opportunity of any Acquired Company or Seller in respect of any Pre-Closing Tax Period or increasing the liability of any Seller under this Agreement.
Buyer Tax Covenants. 6.33.1. Buyer will continue at least one significant historic business line of Company, or use at least a significant portion of Company's historic business assets in a business, in each case within the meaning of Treasury Reg. Section 1.368-1(d), except that Buyer may transfer Company's historic business assets (i) to a corporation that is a member of Buyer's "qualified group," within the meaning of Treasury Reg. Section 1.368-1(d)(4)(ii), or (ii) to a partnership if (A) one or more members of Buyer's "qualified group" have active and substantial management functions as a partner with respect to Company's historic business or (B) members of Buyer's "qualified group" in the aggregate own an interest in the partnership representing a significant interest in Company's historic business, in each case within the meaning of Treasury Reg. Section 1.368-1(d)(4)(iii).
Buyer Tax Covenants. 54 6.34. Sale of Charter Class A Common Stock............................ 54
Buyer Tax Covenants. (a) Without the prior written consent of the Sellers (which consent shall not be unreasonably withheld, delayed or conditioned), Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, any member of the Company Group) to (i) except as provided in Section 10.1(a), file, re-file, supplement, or amend any Tax Return of any member of the Company Group for any taxable period ending on or before the Closing Date, (ii) voluntarily approach any Governmental Authority regarding any Taxes or Tax Returns of any member of the Company Group that were originally due on or before the Closing Date, or (iii) except as provided herein, make any Tax election with respect to any member of the Company Group that would be effective on or before the Closing Date.
Buyer Tax Covenants. (a) To the extent that any Company takes any action at the direction of the Buyer, after the Closing and on the Closing Date, that is outside of the Ordinary Course of Business and that increases the Tax liability of such Company, such action shall, to the extent allowed by applicable Law, be treated for Tax purposes as occurring at the beginning of the day following the Closing Date consistent with Treasury Regulations Section 1.1502-76(b)(1)(ii)(B).
Buyer Tax Covenants. Except as required by Applicable Law, Buyer covenants that it will not cause or permit any Company or any Affiliate of Buyer to (a) take any action on the Closing Date after the Closing other than in the ordinary course of business or as contemplated by this Agreement that would reasonably be expected to give rise to any Tax liability or reduce any Tax Asset of Seller or any of its Affiliates; (b) make any election or deemed election under Section 338 of the Code or any comparable provision under Applicable Law with respect to the transactions contemplated hereunder, or (c) make an election under Treasury Regulations Section 301.7701-3 with respect to any Company that would be effective on or before the Closing Date, in each case without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed).
Buyer Tax Covenants. Buyer covenants that it will not cause or permit any Company or any Affiliate of Buyer to (a) amend any Tax Return of any Company relating to any Pre-Closing Tax Period, (b) take any action on the Closing Date other than in the ordinary course of business that could give rise to any Tax liability or reduce any Tax asset of Seller or any of its Affiliates, (c) engage in any voluntary disclosure or similar process or initiate communications with any Taxing Authority with respect to Taxes of any Company attributable to a Pre-Closing Tax Period or Straddle Period, (d) extend or waive, or cause to be extended or waived or permit any Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, or (e) unless otherwise contemplated by this Agreement, make, change or revoke any Tax election with respect to a Company that would be effective on or before the Closing Date, in each case, if such action could reasonably be expected to adversely affect the Tax liability of Seller or its Affiliates other than in any de minimis respect, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed).
Buyer Tax Covenants. (i) Buyer covenants that it shall not, and shall not cause or permit the Company to, (A) make, change or revoke any Tax election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or Straddle Period of the Company, (B) amend, refile or otherwise modify any Tax Return of the Company relating to any Pre-Closing Tax Period, (C) enter into any voluntary disclosure or similar agreement, or otherwise voluntarily disclose information to, any Governmental Authority with respect to any Pre-Closing Tax Period, or (D) take any action on the Closing Date with respect to the Company other than in the Ordinary Course of Business, in each case to the extent doing so would reasonably be expected to result in a material increase in the Security Holders’ Tax liabilities, the Pre-Closing Tax Liability Amount or any other liability of the Security Holders under this Agreement, in each case without the prior written consent of the Seller Representative.
Buyer Tax Covenants. Except as required under Section 7.08 hereof, Buyer covenants that it will not cause or permit any Company or any Affiliate of Buyer to (a) take any action on the Closing Date other than in the ordinary course of business that could give rise to any Tax liability or reduce any Tax Asset of Seller or any of its Affiliates or (b) make or change any Tax election with respect to the Company that would be effective on or before the Closing Date, in each case, without the prior written consent of Seller.
