Consistent Actions. Without the prior written consent of the Member Representative, which consent shall not be unreasonably withheld or delayed, the Purchaser shall not with respect to the Company make or change any election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax relating to a Company with respect to a taxable period ending on or before the Closing Date (including the portion of any Straddle Period ending on the Closing Date pursuant to Section 6.9(b)).
Consistent Actions. Each Party to this Agreement agrees, in the absence of a change in controlling law, (i) to report the Distribution, and to cause each of the relevant members of its Tax Group to report the Distribution, as a transaction described in Section 355 of the Code on all Tax Returns and other filings, (ii) to use its best efforts to ensure that the Distribution receives such treatment for U.S. federal Income Tax purposes and (iii) that, unless it has obtained the prior written consent from the other Party, neither such Party nor any member of its Tax Group shall take any action inconsistent with, or fail to take any action required by, the Master Separation Agreement.
Consistent Actions. Take no action that is inconsistent with TRI's ownership interest in any Purchased Assets following the sale thereof to TRI.
Consistent Actions. No Shareholder or other person elected as a ------------------ director of the Corporation pursuant to the provisions hereof, shall take or fail to take any action that would be inconsistent or in conflict with the stated rights and obligations contained in this Agreement.
Consistent Actions. 2.5 None of the collective entity, a person associated with it, or the Crown will act in a manner that is inconsistent with this part 2.
Consistent Actions. None of the governance entity, a person associated with it, or the Crown will act in a manner that is inconsistent with this part 3. In particular, the governance entity agrees that: from the settlement date, it will be a registered person for GST purposes, unless it is not carrying on a taxable activity; and neither it, nor any person associated with it, will claim with respect to the provision of Crown redress, or an indemnity payment: an input credit for GST purposes; or a deduction for income tax purposes. indemnity DEMANDS The governance entity and the Crown must give notice to the other, as soon as reasonably possible after becoming aware that the governance entity may be entitled to an indemnity payment. An indemnity demand: may be made at any time after the settlement date; but must not be made more than 20 business days before the due date for payment of the tax, whether that date is: specified in an assessment; or a date for the payment of provisional tax; or otherwise determined; and must be accompanied by: evidence of the tax, and of any other amount sought, which is reasonably satisfactory to the Crown; and if the demand relates to GST and the Crown requires, a GST tax invoice.
