Conduct After Closing. (a) Parent shall provide notice to Shareholder upon receipt of any written notice from a Tax Authority of a Tax Proceeding for a Tax period ending on or prior to the Closing Date, if, as a result of such Tax Proceeding, (i) Shareholder could reasonably be expected to have an indemnification obligation under this Agreement or (ii) the Tax Proceeding involves a Flow-Through Income Tax Return (a “Covered Tax Proceeding”). Within thirty (30) days of the receipt of notice from Parent of a Covered Tax Proceeding, Shareholder may elect to control, at Shareholder’s expense, the contest or resolution of such Covered Tax Proceeding unless the resolution of such Covered Tax Proceeding could affect the Tax liability or Tax reporting positions of a Company or Parent in a Tax period (or portion thereof) beginning after the Closing Date (which Covered Tax Proceeding shall instead be governed by the succeeding sentence); provided that Shareholder shall (1) keep Parent reasonably informed with respect to the status of such Covered Tax Proceeding, including by giving Parent advance notice of, and opportunity to attend, any in-person or telephonic meetings, (2) provide copies to Parent of any written correspondence or other submissions received from a Tax Authority with respect to such Covered Tax Proceeding, (3) provide copies of any written correspondence to be provided to any Tax Authority in connection with such Covered Tax Proceeding to Parent for Parent’s review and comment, with all reasonable comments of Parent to be reflected in such submission, and (4) provide to Parent (at Parent’s sole cost and expense) reasonable participation rights with respect to any such Covered Tax Proceeding; provided further that Shareholder shall not enter into any settlement of, or otherwise compromise, any such Covered Tax Proceeding without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). In the case of a Covered Tax Proceeding (i) which Shareholder does not timely elect to control pursuant to the preceding sentence or (ii) the resolution of which could materially affect the Tax liability or Tax reporting positions of a Company or Parent in a Tax period (or portion thereof) beginning after the Closing Date, Parent shall control such Covered Tax Proceeding, provided that Parent shall (1) keep Shareholder reasonably informed with respect to the status of such Covered Tax Proceeding, including by giving Shareholder advance no...
Conduct After Closing. Without the prior consent of the Sellers, which consent shall not be unreasonably withheld, conditioned or delayed, (i) except as otherwise required by applicable Law (the Purchaser shall notify the Sellers in the event the Purchaser has determined that such requirement applies), the Purchaser shall not, and shall not permit its Affiliates to, take any action on the Closing Date or after the Closing that could reasonably be expected to affect the Tax Liability of the Sellers or any of their Affiliates (including the Company) for any taxable year or period (or portion thereof) ending on or prior to the Closing Date, (ii) except as provided in Section 6.1(a) or as otherwise required by applicable Law (the Purchaser shall notify the Sellers in the event Purchaser has determined that such requirement applies), the Purchaser shall not file or cause or permit the Company to file any amended Tax Return, or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), with respect to any period ending on or prior to the Closing Date, make any Tax election or effect any change in Tax accounting method affecting any such period and (iii) none of the Purchaser, the Company, nor any of their Affiliates shall make any election under Sections 338 or 336(e) of the Code and the Treasury Regulations thereunder (or any similar state or local provision) with respect to the transactions contemplated by this Agreement.
Conduct After Closing. Except as required by Law or as contemplated by this Agreement, without the prior consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), the Purchaser shall not file or cause or permit any Acquired Company or the Operating Company to file any amended return or other Tax Return (except as provided in Section 7.1), or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), with respect to any period ending on or prior to the Closing Date or make any Tax election or effect any change in Tax accounting method affecting any such period, in each case, to the extent doing so would give rise to a liability of the Sellers hereunder for any Indemnified Taxes.
Conduct After Closing. ARC shall not file or cause or permit SDA to file any amended return or other Tax Return, or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), with respect to any period ending on or prior to the Closing Date.
Conduct After Closing. (a) For a period of one year after the Second Closing Date (or the First Closing Date, if the Second Closing Date does not occur) (the “Post-Closing Period”), each Seller shall continue in good standing under its jurisdiction of formation and the Sellers shall in the aggregate maintain at all times a Net Worth equal to or greater than the Minimum Aggregate Net Worth. “Net Worth” for each Seller shall be (i) the amount of such Seller’s cash, cash equivalents and Permitted Investments (as defined in the Indemnification Escrow Agreement), in each case only to the extent such assets are free and clear of all Liens, plus (ii) the fair market value of real property held by Seller, minus (iii) the amount of such Seller’s Liabilities. “Minimum Aggregate Net Worth” shall mean $1,000,000.
Conduct After Closing. (a) For a period of 18 months after the Second Closing Date (or the First Closing Date, if the Second Closing Date does not occur) (the “Post-Closing Period”), each Seller shall continue in good standing under its jurisdiction of formation and shall maintain at all times a Net Worth equal to or greater than the Minimum Aggregate Net Worth multiplied by such Seller’s Allocated Percentage. “Net Worth” for each Seller shall be (i) the amount of such Seller’s cash, cash equivalents and Permitted Investments (as defined in the Escrow Agreement), in each case only to the extent such assets are free and clear of all Liens, minus (ii) the amount of such Seller’s Liabilities. “Minimum Aggregate Net Worth” shall mean (x) $2,000,000, for the period beginning on the Second Closing Date and ending on the one-year anniversary of the Second Closing Date, or (y) $1,000,000, plus the amount of any pending claims or demands by the Buyer pursuant to this Agreement or the Escrow Agreement, but in any event no more than $2,000,000, for the period beginning on the day immediately following the one-year anniversary of the Second Closing Date; provided that if this Agreement is terminated between the First Closing and the Second Closing, the amounts above shall be reduced from $2,000,000 to $1,596,000 and from $1,000,000 to $798,000, and the periods of time set forth in clause (x) and (y) above shall instead accrue from the First Closing Date.
Conduct After Closing. Without the prior consent of Stockholders’ Representative (which consent shall not be unreasonably withheld, denied or delayed), Purchaser shall not, and shall not permit its Affiliates to, take any action on or after the Closing Date that could reasonably be expected to affect the Tax Liability of the Stockholders or any of their Affiliates (including the members of the Company Group) for any taxable year or period (or portion thereof) ending on or prior to December 31, 2014. Without limiting the foregoing, Purchaser shall not, and shall not permit its Affiliates to, carry any losses or other Tax attributes arising after December 31, 2014 to any taxable year or period (or portion thereof) ending on or prior to December 31, 2014. Purchaser shall not file or cause or permit any member of the Company Group to file any amended return or other Tax Return, or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), with respect to any period ending on or prior to December 31, 2014, make any Tax election or effect any change in Tax accounting method affecting any such period or carry back any loss carryovers or other Tax attribute from a period ending after December 31, 2014 to a period ending on or before December 31, 2014. Neither Purchaser, any member of the Company Group, nor any of their Affiliates shall make any election under Section 338 of the Internal Revenue Code (or any similar state or local provision) with respect to the transactions contemplated by this Agreement. Purchaser shall not take any action with respect to the Company Group subsequent to the Closing that would cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or substantially similar to the “Intermediary Transaction Tax Shelter” described in Internal Revenue Service Notices 2001-16 and 2008-11.
Conduct After Closing. The Purchaser acknowledges that the Purchase Price will be significantly affected by the performance of the Corporate Entities after the Closing. During the Period, the Purchaser and IMSC shall not inhibit Xxxxxx and Xxxxxx from conducting the Business after Closing in accordance with prudent business practice and in a manner so as to permit the Adjusted EBITDA to be earned for the relevant period on the basis of the normal course of business of the Business, consistent with past practices. The Purchaser and the Vendors also acknowledge that in addition to the Audited Financial Statements, the Purchaser will require audited consolidated financial statements for the periods ending December 6, 1996 and December 7, 1997. The cost of the preparation of the financial statements for the periods ending December 6, 1996 and December 7, 1997, shall be for the account of the Purchaser.
Conduct After Closing. The Purchaser acknowledges that the Purchase Price (including the quantum of the Cash Amount) is significantly affected by the performance of the Corporation and Norbakco after Closing and accordingly the Purchaser covenants and agrees to use its best efforts in good faith to cause the Corporation and Norbakco to conduct the TGF Business and the Norbakco business after Closing in accordance with prudent business practice and in a manner so as to permit Adjusted EBITDA to be earned for the relevant period on the basis of the normal course of business of the TGF Business and the Norbakco Business. Without limiting the generality of the foregoing, or the intent expressed in section 2.02, the Purchaser covenants and agrees to preserve intact the book value of TGF so as to ensure that the determination of the Cash Amount shall be reflective of the book value of TGF as at the date hereof as subsequently impacted by the ordinary course operations of TGF from the date hereof to February 28, 1999.
Conduct After Closing. ARC shall not file or cause or permit Seediv to file any amended return or other Tax Return, or take any action relating to a Tax Return (including the provision of an extension of the period of limitations for assessment of any Tax), with respect to any period ending on or prior to the Closing Date.
