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. 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 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. 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 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. (a) By no later than August 6, 2001, Borrower shall have established and implemented a new cash management system which complies with all of the provisions of Annex C and which is in form and substance satisfactory to Agent. By no later than October 5, 2001, Borrower shall have terminated its cash management system existing on the Closing Date and transferred all funds on deposit therein (less any amounts owing to the applicable cash management bank for fees, required indemnities, outstanding checks or returned or dishonored checks) to the Concentration Account.
Certain Post-Closing Actions. In the event that any Person (other than a Restricted Acquisition Subsidiary or a Subsidiary that has incurred Indebtedness permitted under subsection 7.1(xi)(b)) becomes a Domestic Subsidiary after the Closing Date, Company will promptly notify each Agent of that fact and cause such Domestic Subsidiary to execute and deliver to Collateral Agent a counterpart of the Subsidiary Guaranty. In the event that any Person (other than a Restricted Acquisition Subsidiary or, subject to subsection 6.7B, a Subsidiary the capital stock of which is pledged pursuant to 7.2(vi)(b)) becomes a direct Domestic Subsidiary or a direct Material Foreign Subsidiary after the Closing Date, Company will promptly notify each Agent of that fact and cause the capital stock owned by Company of such direct Domestic Subsidiary or such direct Material Foreign Subsidiary (or, if Company owns 65% or more of any such direct Material Foreign Subsidiary, 65% of the capital stock of such direct Material Foreign Subsidiary) to be pledged under the Master Pledge Agreement (or, if any such direct Domestic Subsidiary is a limited liability company, under the LLC Pledge Agreement) and, in the case of any such direct Material Foreign Subsidiary, also under any pledge agreements or instruments that the Collateral Agent deems necessary or advisable, or that the Collateral Agent may reasonably request, pursuant to the terms of the Master Pledge Agreement to effectuate such pledge in the jurisdiction in which such Material Foreign Subsidiary is organized.
Certain Post-Closing Actions. Except as reasonably necessary to resolve a Tax Proceeding in accordance with Section 4.12(e) (but subject to compliance with the terms of Section 4.12(e), including the requirements contained in the proviso in Section 4.12(e)), following the Closing, neither the Purchaser nor any of the Companies (or any Affiliate thereof) shall (i) amend any Tax Return with respect to the Companies, (ii) make any Tax election with respect to the Companies, or (iii) make any voluntary Tax disclosure, Tax amnesty or other similar filing, in each case, that could reasonably be expected to increase Sellers’ or Sellers’ direct or indirect owners’ liability for Taxes, without the prior written consent of the Sellers.
Certain Post-Closing Actions. Except as may be required by applicable Legal Requirement, Acquiror shall not, and shall not cause or permit the Company to, (i) amend any Tax Returns filed with respect to a Pre-Closing Tax Period or (ii) make any Tax election that has retroactive effect to a Pre-Closing Tax Period, in each such case without the prior written consent of the Company Holders’ Agent (not to be unreasonably withheld).
Certain Post-Closing Actions. To the extent that such action could reasonably be expected to increase the Tax liability of Seller, none of Parent or any of its Affiliates (including the Acquired Companies) shall (or shall cause or permit any other Person to) (i) file (except in accordance with Section 6.5(b)), amend, refile or otherwise modify any Tax Return relating in whole or in part to the Acquired Companies with respect to any PreClosing Tax Period, (ii) agree to waive or extend the statute of limitations relating to any Taxes or Tax Returns of the Acquired Companies, (iii) make, revoke or change any Tax election with respect to, or that has retroactive effect to, any PreClosing Tax Period of the Acquired Companies, (iv) file any ruling or request with any Tax authority that relates to Taxes or Tax Returns of the Acquired Companies for any Pre-Closing Tax Period, (v) make any election under Code Section 338 or Code Section 336 (or any similar provision under state, local or non-U.S. law) with respect to the acquisition of the Acquired Companies, or (vi) except in accordance with and to the extent permitted by Section 6.5(f), voluntarily approach or engage in any voluntary disclosure with any Governmental Authority regarding any Taxes or Tax Returns of the Acquired Companies with respect to a PreClosing Tax Period, including in jurisdictions in which the Acquired Companies have not filed Tax Returns or paid Taxes, in each case of clause (i)-(vii), without the prior written consent of Seller, not to be unreasonably withheld, conditioned or delayed.
