Certain Post-Closing Actions Sample Clauses

Certain Post-Closing Actions. Effective upon Closing, Seller shall (i) resign as operator of any of the Properties, which Seller is the Operator of; (ii) provide Buyer well transfer permits; and (iii) use its best efforts to have Buyer elected as Operator of the Properties that Seller operated.

Certain Post-Closing Actions. Neither Purchaser nor any of its Affiliates will (i) file, amend, refile, supplement, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to any Pre-Closing Tax Period (other than a Straddle Period), (ii) make any Tax election that has retroactive effect to any such Tax year of any Acquired Company (other than a Straddle Period), (iii) take any action with respect to any such Tax Returns to extend the applicable statute of limitations, (iv) file a Tax Return with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction in which such Acquired Company did not file such Tax Return prior to Closing, or (v) take any action on the Closing Date (other than as expressly contemplated by this Agreement) that is outside the ordinary course of business that Purchaser knows or ought reasonably to have known will create a Tax liability for Seller, in each such case without the prior written consent of Seller (not to be unreasonably withheld or delayed). Prior to making any voluntary disclosure, amnesty or similar filing with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period), Purchaser or its Affiliates will provide written notice to Seller and the parties will cooperate in determining the most reasonable approach for addressing any such actions. Purchaser will indemnify and hold Seller harmless from and against any liability for Taxes resulting from any actions taken by it that are described in this Section 7.6(c) without the prior written consent of Seller, save where such consent has been unreasonably withheld or delayed.

Certain Post-Closing Actions. Without the prior consent of the Seller Representative (not to be unreasonably withheld, conditioned or delayed), Buyer shall not enter into any voluntary disclosure agreement or take any other action outside the Ordinary Course of Business with respect to the matters described in Section 4.10 of the Disclosure Schedules if such action would reasonably be expected to cause any of the Sellers to be liable for additional Taxes (or Losses with respect thereto) under this Agreement or directly pursuant to applicable Law.

Certain Post-Closing Actions. Neither party nor any of their respective Affiliates (including, after the Closing, the Company and its Subsidiaries) shall, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), (a) make or change any income and other material Tax election affecting a taxable period ending on or before the Closing Date of Seller or any of its Affiliates (including, before the Closing, the Company and its Subsidiaries) or (b) amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Tax Return prepared by (i) Seller or any of its Affiliates (including, before the Closing, the Company) relating to a taxable period ending on or before the Closing Date or (ii) Purchaser relating to any Straddle Period; provided, however, that Seller and its Affiliates (other than the Company and its Subsidiaries) may take any such action described in (a) or (b) above unless such action would have the effect of increasing the Tax Liability of Purchaser or any of its Affiliates (including the Company and its Subsidiaries) in respect of a Post-Closing Tax Year in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Allowed Liability Amount”); provided, further, however, that the Allowed Liability Amount, if any, shall be included, dollar for dollar, in determining whether the Deductible has been exceeded pursuant to Section 9.2(c)(i).

Certain Post-Closing Actions. After the Closing, Buyer shall not, and shall not cause or permit the Company or any Affiliate of Buyer or the Company to, (a) amend, supplement, modify, or re-file any Tax Return of the Company (which shall include the filing of an IRS Form 1139) that covers any Pre-Closing Tax Period, (b) file any Tax Return of the Company for any taxable period ending on or prior to the Closing Date in any jurisdiction where Tax Returns have not been historically filed (unless the Company acquired Tax nexus in any taxable period beginning on or after January 1, 2023, and would not have been required to file such Tax Returns historically), (c) grant an extension of or waive any applicable statute of limitations with respect to any Tax Return of the Company that covers any Pre-Closing Tax Period, (d) apply for or enter into any voluntary disclosure program, agreement or similar process regarding any Pre-Closing Tax Period, (e) have the Company effect or engage in any transaction or other action after the Closing on the Closing Date outside of the Ordinary Course of Business, (f) make or change any Tax election or accounting method with respect to the Company that has retroactive effect to any Pre-Closing Tax Period, or (g) make any election under Section 338 or 336 of the Code (or any corresponding or similar provision of state, local, or non-U.S. Tax Law) in respect of the transactions contemplated by this Agreement; in each case, to the extent that such action could affect the Tax Liability or any Tax attribute of the Seller or any Seller Affiliated Group (and for this purpose, Tax Liability of the Seller includes any Pre-Closing Taxes or other Taxes for which Seller might be required to provide indemnification pursuant to this Agreement); provided, that the foregoing limitations shall not apply (i) to the extent otherwise required by applicable Law or (ii) where the prior written consent of Seller (which consent shall not be unreasonably withheld, delayed or conditioned) has been obtained.

Certain Post-Closing Actions. Purchaser shall not, and shall not cause or permit any of its Affiliates or any Acquired Entity to, (i) amend, supplement, modify, or re-file any Tax Return of any Acquired Entity that covers a Pre-Closing Period, (ii) grant an extension of or waive any applicable statute of limitations with respect to any Tax Return of any Acquired Entity that covers a Pre-Closing Period, (iii) make or change any Tax election that has retroactive effect to any Pre-Closing Period with respect to any Acquired Entity, or (iv) file any voluntary disclosure agreement, participate in any arrangement similar to a voluntary disclosure agreement, or voluntarily approach any Taxing Authority regarding any failure to pay Taxes or file Tax Returns of any Acquired Entity for any Pre-Closing Period, in each case, without the prior written consent of Sellers, which consent shall not be unreasonably withheld, conditioned, or delayed.

Certain Post-Closing Actions. (i) Seller may amend any Tax Return of the Companies or the Subsidiaries that relates to any Tax Period, or portion thereof, ending on or before the Closing Date; provided, that Purchaser shall have the right to review any amended Tax Return, including all reasonably necessary workpapers supporting such amended Tax Return; provided, further, that (i) if an officer of the Purchaser, the Companies or the Subsidiaries is required to sign such amended Tax Return, then the procedures for the review of such Tax Returns by the Purchaser provided for in Section 5.4(a) shall be followed, mutatis mutandis, and (ii) if any such amendment increases the Tax liability of Purchaser, the Companies or the Subsidiaries for any Tax period or portion thereof beginning after the Closing Date, including any and all timing differences, Seller shall indemnify Purchaser, the Companies or the Subsidiaries, as the case may be, from any such increased Tax liability. In the event Purchaser disagrees with Seller’s calculation of any such increased Tax liability, as provided in clause (ii) of the preceding sentence, Purchaser and Seller will attempt to resolve their disagreement. If Purchaser and Seller are unable to resolve their disagreement, the dispute shall be resolved pursuant to Section 5.4(k) within twenty (20) days of submission to the Arbitrator. (ii) Purchaser, the Companies and the Subsidiaries shall, at the written request of Seller, make any election or filing with respect to Taxes that, in the reasonable determination of Seller, would be reasonably expected to decrease any Tax liability of Seller, the Companies, the Subsidiaries or any of their respective Affiliates for any Tax period, or portion thereof, ending on or before the Closing Date provided that the election or filing could not reasonably be expected to increase the Tax liability of Purchaser, any of its Affiliates, the Companies or the Subsidiaries for any Post-Closing Taxes, including any timing differences. (iii) Without the written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser, the Companies and the Subsidiaries shall not take any action after the Closing that would be reasonably expected to increase Seller’s liability for Taxes. Notwithstanding the previous sentence, Purchaser shall not make an election under Section 338(g) of the Code (or any analogous provision of state, local, or foreign Law) with respect to Holdings or the Subsidiaries.

Certain Post-Closing Actions. Following the Closing, Sellers shall, and shall cause their Affiliates to, take the actions described on Schedule 6.19 of the Sellers’ Disclosure Letter.

Certain Post-Closing Actions. The Buyers agrees to indemnify the Sellers for any additional Tax owed by the Sellers (or any consolidated, combined, or similar group of which the Sellers is a member), including by virtue of any indemnification obligation hereunder, resulting from any transaction engaged in by the Company Group or its Subsidiaries not in the Ordinary Course of Business occurring on the Closing Date after the Closing.

Certain Post-Closing Actions. Notwithstanding any other provision of this Agreement to the contrary, each Party, on behalf of itself and its equityholders and Representatives, hereby consents to the undertaking of the actions described in Annex 6, subject to and in accordance with the terms hereof and thereof.