Common use of Certain Post-Closing Actions Clause in Contracts

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. After (i) Within 90 days after the ClosingInitial Borrowing Date, 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 Borrower will use its reasonable best efforts to deliver 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 Administrative Agent landlord waivers with respect to any Tax Return those Leaseholds of the Company that covers Borrower or any Pre-Closing Tax Periodof its Subsidiaries designated on Schedule 1 to the Disclosure Letter as requiring a landlord waiver, which landlord waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, (dii) apply for within 60 days after the Initial Borrowing Date, the Borrower will, pursuant to Section 8.11, grant or enter into any voluntary disclosure programcause to be granted to the Collateral Agent, agreement or similar process regarding any Pre-Closing Tax PeriodMortgages on the properties owned by the Borrower located in Omaha, Nebraska, Carter Lake, Iowa, and Marshfield, Wisconsin, accompanied by supportinx xxxxmentation acceptable to the Administrative Agent, (eiii) within 90 days after the Initial Borrowing Date, the Borrower shall deliver Control Agreements as required by the Pledge Agreement and Security Agreement for all Deposit Accounts and Securities Accounts (as those terms are defined in the Security Agreement) other than as relate to any accounts with U.S. Bank, N.A. (it being understood that any Control Agreements for accounts with U.S Bank, N.A. are to be delivered prior to or on the Initial Borrowing Date), and (iv) within 90 days after the Initial Borrowing Date deliver stock certificates of Donnelley Marketing, Inc. and Listing Services Solutions, Incorporated ("Replacement Certificates") pledged pursuant to the Pledge Agreement, for which stock certificates lost stock certificate affidavits have been delivered to the Company effect or engage Administrative Agent. Notwithstanding any provision 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 Credit Documents to the Company contrary, it is understood 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 delivery of the foregoing Control Agreements and Replacement Certificates shall not be a condition under Sections 5 and 6 of this Agreement, and (ii) where the prior written consent of Seller (which consent failure to deliver the foregoing Control Agreements and Replacement Certificates on or before the Initial Borrowing Date shall not be unreasonably withheld, delayed of itself constitute a breach of any representation or conditioned) has been obtainedwarranty as of the Initial Borrowing Date or within 90 days thereafter.

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, (ai) amend, supplement, modify, or re-file Seller may amend any Tax Return of the Company (which shall include Companies or the filing of an IRS Form 1139) Subsidiaries 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 relates 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 portion thereof, ending on or 336 of before 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)Date; provided, that Purchaser shall have the foregoing limitations shall not apply 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 extent otherwise required procedures for the review of such Tax Returns by applicable Law or the Purchaser provided for in Section 5.4(a) shall be followed, mutatis mutandis, and (ii) where if any such amendment increases the prior 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 (Seller, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, 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) has been obtainedof the Code (or any analogous provision of state, local, or foreign Law) with respect to Holdings or the Subsidiaries.

Certain Post-Closing Actions. After (i) As soon as possible following receipt of the applicable approvals for the transfer and contribution of the equity interest of Purchaser Holdco to the Company and in any event within forty-five (45) days after the Closing, Buyer each of the Purchaser and the Seller shall nottransfer the equity interest of Purchaser Holdco to the Company. For the avoidance of any doubt, the Parties acknowledge that the transfer of Purchaser Holdco constitutes a part of the Purchaser Restructuring pursuant to Section 5.7 and prior to the completion of such transfer, the Purchaser shall comply with the obligations set forth in Section 5.7(a). (ii) As soon as possible following receipt of the applicable approvals for the establishment of an entity (the “New CIS Entity”) to assume the non-Business related activities of Input/Output Services CIS, LLC (the “CIS Subsidiary”) and the transfer of the non-Transferred Business Assets of the CIS Subsidiary to the New CIS Entity and in any event within forty-five (45) days after the Closing, the Company shall purchase (and the Purchaser shall cause the Company to purchase), and the Seller shall transfer and sell, the equity interest of the CIS Subsidiary and its Transferred Business Assets to the Company in consideration of the payment by the Company of US$1,507,262. For the avoidance of any doubt, the Parties acknowledge that the transfer of the CIS Subsidiary (i) constitutes a part of the Restructuring pursuant to Section 5.7 and prior to the completion of such transfer, the Seller shall comply with the obligations set forth in Section 5.7(a) and (ii) is not an additional capital contribution to the Company and the Seller shall not cause or permit the Company or receive any Affiliate of Buyer or the Company to, (a) amend, supplement, modify, or re-file any Tax Return additional Equity Interest of the Company and except as provided in the immediately preceding sentence, the Seller shall not receive any other consideration for such transfer. (which shall include iii) The Parties acknowledge that the filing Company cannot issue the ICON Capital Financing Guaranty until receipt of an IRS Form 1139certain governmental approvals and that such approvals will not be obtained prior to Closing. The Parties agree that on or before the Closing, ARAM Systems Corporation and Texas Seismic Rentals, Inc. (the “ARAM Companies”) that covers any Pre-Closing Tax Period, (b) file any Tax Return will issue a guarantee to the Seller in substantially the form of the ICON Capital Financing Guaranty. As soon as possible following the receipt of the applicable governmental approvals and in any event within forty-five (45) days after the Closing, the Company for any taxable period ending on or prior shall execute and deliver to the Closing Date in any jurisdiction where Tax Returns have not been historically filed (unless Seller the Company acquired Tax nexus in any taxable period beginning on or after January 1, 2023, ICON Capital Financing Guaranty 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 guarantee issued by 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 ARAM Companies 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 obtainedterminate.

Certain Post-Closing Actions. After the Closing, Buyer (a) The Purchaser and its Affiliates shall not, and shall not cause or permit the members of the Company or any Affiliate of Buyer or the Company toGroup to not, (ai) amendother than Tax Returns that are filed pursuant to Section 9.1, supplement, modify, file or re-file amend or otherwise modify any Tax Return of the Company (which shall include the filing of an IRS Form 1139) that covers any relating to a Pre-Closing Tax Period, (bii) file after the date any Tax Return of the Company for filed pursuant to Section 9.1 is filed, amend or otherwise modify 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)Return, (ciii) grant an extension of extend or waive waive, or cause to be extended or waived, any applicable statute of limitations with respect to or other period for the assessment or collection of any Tax Return of the Company that covers any or deficiency related to a 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, (fiv) make or change any Tax election or accounting method or practice with respect to the Company to, or that has a retroactive effect to to, any Pre-Closing Tax Period, or (gv) make or initiate any election under Section 338 or 336 of the Code voluntary contact with a Governmental Body (or including any corresponding voluntary disclosure agreement or similar provision of state, local, or non-U.S. Tax Lawprocess) in respect of the transactions contemplated by this Agreement; in each case, to the extent that such action could affect the Tax Liability or regarding any Tax attribute Returns or Taxes of the Seller or any Seller Affiliated Group (and for this purpose, Tax Liability member of the Seller includes Company Group for any Pre-Closing Tax Period or (vi) take any action that is outside the Ordinary Course of Business relating to Taxes or other Taxes that could reasonably be expected to create a Tax liability for which Seller might be required to provide indemnification pursuant to this Agreement); providedthe Seller, that or for any member of the foregoing limitations shall not apply (i) to the extent otherwise required by applicable Law or (ii) where Company Group for any Pre-Closing Tax Period, in each case, without the prior written consent of the Seller (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed). (b) Notwithstanding anything in this Agreement to the contrary, any liability for Tax shall be excluded from the determination of Net Working Capital (and shall not be borne by the Seller, included in Covered Taxes or taken into account as a reduction in the Purchase Price) if and to the extent such liability for Tax resulted from any transaction occurring, or any action taken by or at the direction of the Purchaser, outside the Ordinary Course of Business after Closing on the Closing Date. (c) Without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed), the Seller shall not, and shall cause the members of the Company Group to not, (i) file or amend or otherwise modify any Tax Return of any member of the Company Group relating to a Pre-Closing Tax Period or (ii) make or change any Tax election or accounting method or practice with respect to, or that has been obtaineda retroactive effect to, any member of the Company Group for any Pre-Closing Tax Period, except, in each case, (x) in connection with any Tax Contest or (y) as required by applicable Law.