Filing and Amendment of Tax Returns. Except as required by Law, following the Closing, without the prior written consent of the Seller Representative, the Purchaser shall not, and shall cause the Acquired Companies to not: (a) except in accordance with Section 10.2, file, amend, or otherwise modify any Pass-Through Tax Returns for Pre-Closing Tax Periods that would reasonably be expected to result in the Sellers or their beneficial owners being liable for incremental Tax pursuant to this Agreement or to any Governmental Authority or otherwise adversely impact the Tax Returns of the Sellers or their beneficial owners; (b) engage in any voluntary disclosure or similar process with any Tax authority with respect to income Taxes attributable to a Pass-Through Tax Return; (c) extend or waive, or cause to be extended or waived, or permit the Acquired Companies to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pass-Through Tax Return; (d) make, rescind or change any income Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period of the Acquired Companies (including any election under Sections 338 or 336 of the Code or any corresponding provision of state, local or foreign Tax Law); (e) file a ruling request that could affect any Pass-Through Tax Return for a Pre-Closing Tax Period; or (f) file an administrative adjustment request under Section 6227(a) of the Code, or any similar or successor provision of the Partnership Audit Rules or other Tax Law in any jurisdiction, in respect of any Pass-Through Tax Return for any Pre-Closing Tax Period or Straddle Period. The Acquired Companies shall not take any action outside the ordinary course of business and not contemplated by this Agreement on the Closing Date after the Closing (including, for the avoidance of doubt, the liquidation of GTCR Blocker) that could reasonably be expected to result in the Sellers or their beneficial owners being liable for incremental Tax pursuant to this Agreement or to any Governmental Authority or otherwise adversely impact the Tax Returns of the Sellers or their beneficial owners.
Filing and Amendment of Tax Returns. Without the prior written consent of Seller (which consent will not be unreasonably withheld, conditioned or delayed), Buyer will not (i) except for tax returns that are filed pursuant to Section 7.1, file or amend or permit the Company to file or amend any tax return relating to a taxable period (or portion thereof) ending on or prior the Pre-Closing Period, (ii) with respect to tax returns filed pursuant to Section 7.1, after the date such tax returns are filed pursuant to Section 7.1, amend or permit the Company to amend any such tax return, (iii) extend or waive, or cause to be extended or waived, or permit the Company to extend or waive, any statute of limitations or other period for the assessment of any tax or deficiency related to any Pre-Closing Period, (iv) make or change any tax election or accounting method that has retroactive effect to any Pre-Closing Period of the Company or (v) initiate any communication with any Governmental Authority to voluntarily disclose any failure to pay any tax, failure to file any tax return or failure to otherwise comply with any Tax Laws with respect to any Pre-Closing Period.
Filing and Amendment of Tax Returns. (i) Without the prior written consent of the Company Stockholders’ Representative (not to be unreasonably withheld, conditioned or delayed), the Company shall not (A) file or amend any Tax Return relating to any Pre-Closing Tax Period other than a return that is a sales Tax Return in either a jurisdiction in which the Company has previously filed sales Tax Returns or that is listed on Schedule 1.1-C, (B) engage in any voluntary disclosure or similar process or initiate communications with any Tax Authority with respect to Taxes attributable to a Pre-Closing Tax Period or Straddle Period, (C) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, except in connection with a request by a Taxing Authority in connection with a Tax Contest, or (D) make or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period of the Company or the Company Subsidiary, in each case, if such action could reasonably be expected to increase the Equity Holder’s liability pursuant to this Agreement.
Filing and Amendment of Tax Returns. Without the prior written consent of the Sellers Representatives (such consent not to be unreasonably withheld, conditioned or delayed), the Purchaser will not (i) amend or permit any of the Company or any of its Subsidiaries to amend any Tax Return relating to a taxable period ending on or prior to the Closing Date if such amendment could reasonably be expected to result in an indemnification obligation of Sellers for Taxes under Section 8.01(b) or (ii) make or change any Tax election or accounting method with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, in each case, unless otherwise required by applicable Law.
Filing and Amendment of Tax Returns. Without the prior written consent of the Representative (not to be unreasonably withheld, conditioned, or delayed), Purchaser shall not, and shall cause its Affiliates not to: (a) except as set forth in Section 9.1, file or amend any Pass-Through Income Tax Return relating to any Pre-Closing Tax Period (including any Straddle Period), or (b) rescind or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Period (including any Straddle Period) of any Fairway Group Company.
Filing and Amendment of Tax Returns. Prior to the determination of Final Closing Indebtedness and Final Net Working Capital, without the prior written consent of Seller (which may be withheld for any reason or for no reason), Purchaser will not (a) except for Tax Returns that are filed pursuant to Section 7.1 in jurisdictions where the Companies have previously filed Tax Returns, file or amend or permit any member of the Companies to file or amend any Tax Return relating to a Pre-Closing Tax Period, (b) with respect to Tax Returns filed pursuant to Section 7.1, after the date such Tax Returns are filed pursuant to Section 7.1, amend or permit any Company to amend any such Tax Return, (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (d) initiate any voluntary disclosure proceeding relating to a Pre-Closing Tax Period.
Filing and Amendment of Tax Returns. (A) Without the prior written consent of the Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer will not (i) file or amend or permit any of the Company, any Subsidiary of the Company or the Xxxxxx Xxxxxxx to file or amend any Tax Return of the Company, any Subsidiary of the Company or the Xxxxxx Xxxxxxx relating to a taxable period (or portion thereof) ending on or prior to the Closing Date (a “Pre-Closing Tax Period”), except for Tax Returns that are filed pursuant to Section 11G(i)(A), (ii) with respect to Tax Returns filed pursuant to Section 11G(i)(A), after the date such Tax Returns are filed, amend or permit any of the Company, any Subsidiary of the Company, or the Xxxxxx Xxxxxxx to amend any such Tax Return, (iii) extend or waive, or cause to be extended or waived, or permit the Company, any Subsidiary of the Company, or the Xxxxxx Xxxxxxx to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period of the Company, any Subsidiary of the Company, or the Xxxxxx Xxxxxxx, or (iv) make or change any Tax election or accounting method with respect to the Company, any Subsidiary of the Company, or the Xxxxxx Xxxxxxx that has retroactive effect to any Pre-Closing Tax Period.
Filing and Amendment of Tax Returns. Except to the extent required under applicable Law, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause the Group Companies not to: (i) except as set forth in Section 10.1, file or amend any Tax Return relating to any Pre-Closing Tax Period in respect of any of the Group Companies, the Business or the Ad Insertion Business, (ii) engage in any voluntary disclosure or similar process or initiate communications with any Tax authority with respect to Taxes attributable to a Pre-Closing Tax Period in respect of any of the Group Companies, the Business or the Ad Insertion Business, (iii) extend or waive, or cause to be extended or waived, or permit any of the Group Companies to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period in respect of any of the Group Companies, the Business or the Ad Insertion Business, (iv) make or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period of Seller or any of the Group Companies or (v) otherwise take any action directly with respect to a Pre-Closing Tax Period that could result in Seller, or any Seller Group member, being liable for any Taxes, including under this Agreement, or to any taxing authority.
Filing and Amendment of Tax Returns. Without the prior written consent of the Sellers Representative (such consent not to be unreasonably withheld, conditioned or delayed), the Purchaser will not (i) amend or permit any of the Company or any of its Subsidiaries to amend any income Tax Return relating to a taxable period ending on or prior to the Closing Date or (ii) make or change any Tax election or accounting method with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, in each case, unless otherwise required by applicable Law.
Filing and Amendment of Tax Returns. Except to the extent required under applicable Law, without the prior written consent of the Equityholder Representative, Purchaser shall not, and shall cause Blocker, the Company and its Subsidiaries to not: (i) except as set forth in Section 11.1(a), file or amend any Tax Return relating to any Pre-Closing Tax Period, (ii) engage in any voluntary disclosure or similar process or initiate communications with any Tax authority with respect to Taxes attributable to a Pre-Closing Tax Period or Straddle Period, (iii) extend or waive, or cause to be extended or waived, or permit Blocker, the Company or its Subsidiaries to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iv) make or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period of Blocker, the Company or any of its Subsidiaries (including any election under Section 338 or 336 of the Code or any corresponding provision of state, local or foreign Tax Laws) or (v) otherwise take any action directly with respect to a Pre-Closing Tax Period that could result in Equityholders (or their direct or indirect owners) being liable for any Taxes, including under this Agreement or to any taxing authority. The Company shall not, and none of Purchaser, the Equityholder Representative or Blocker shall cause the Company to, electively apply the U.S. federal income tax partnership audit provisions enacted pursuant to the Bipartisan Budget Act of 2015.
