Filing and Amendment of Tax Returns. Without the prior written consent of Holdings Sellers’ Representative, which shall not be unreasonably withheld, conditioned or delayed, Shelf shall not, and shall cause its Subsidiaries to not: (i) except as set forth in Section 7.11(a), file or amend any Pass-Through Income Tax Return of any Company Entity 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 of any Company Entity attributable to a Pass-Through Income Tax Return for a Pre-Closing Tax Period, (iii) extend or waive, or cause to be extended or waived, or permit any Company Entity to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pass-Through Income Tax Return for a Pre-Closing Tax Period,(iv) make or change any Tax election or accounting method relating to any Pass-Through Income Tax Return that has retroactive effect to any Pre-Closing Tax Period or (v) with respect to any audit or other examination by a Tax Authority of a Pass-Through Income Tax Return that relates in whole or in part to a Pre-Closing Tax Period, make an election under Section 6226 of the Code or under Treasury Regulations Section 301.6227-2(c) (in each case, or under similar or successor provision of Tax law in any jurisdiction), or elect under Section 6226(b)(4)(A)(ii)(I) or Treasury Regulations Section 301.6226-3(c)(3) to furnish statements to Holdings Sellers’ Representative for the “reviewed year” (as defined in Section 6225(d)(1) of the Code), or make any similar election under any similar or successor provision of Tax Law in any jurisdiction. Shelf shall not, and shall cause any Company Entity that is a pass-through entity for U.S. federal income tax purposes not to, take any action outside the ordinary course of business and not contemplated by this Agreement on the Closing Date after the Closing.
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. 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. 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 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. Without the prior written consent of Seller (not to be unreasonably withheld, conditioned, or delayed), Purchaser shall not, and shall cause its Affiliates not to, to the extent such action could reasonably be expected to give rise to a Tax for which Seller or its beneficial owners would be liable under this Agreement or pursuant to any Law: (a) except as set forth in Section 10.1, file or amend any Tax Return relating to Taxes attributable to a Pre-Closing Period (including any Straddle Period), (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 Company, (c) engage in any voluntary disclosure or similar process or initiate communications with any Taxing Authority with respect to Taxes attributable to a Pre-Closing Period (including any Straddle Period) or (d) extend or waive, or cause to be extended or waived, or permit any Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Period (including any Straddle Period).
Filing and Amendment of Tax Returns. Purchaser will not (i) except for Tax Returns that are filed pursuant to Section 6.8(a) in jurisdictions where the Company has previously filed Tax Returns, file or amend or permit the Company to file or amend any Tax Return relating to a Pre-Closing Tax Period, (ii) with respect to Tax Returns filed pursuant to Section 6.8(a), after the date such Tax Returns are filed pursuant to Section 6.8(a), 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 a Pre-Closing Tax Period, (iv) 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 (v) initiate any voluntary disclosure proceeding relating to a Pre-Closing Tax Period, in each case, to the extent such action could result in an increase in the amount of any Taxes included in Final Net Working Capital, Final Indebtedness, or Final Transaction Expenses, a decrease in the amount of any Tax refund for the benefit of Seller under this Agreement or relates to a pass through income Tax Return for a Pre-Closing Tax Period.
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. 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.
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.
