Common use of Filing and Amendment of Tax Returns Clause in Contracts

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, 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(a9.11(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,(ivPeriod, (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 any similar or successor provision of Tax law Law in any jurisdiction), or elect under Section 6226(b)(4)(A)(ii)(I) or Treasury Regulations Section 301.6226-3(c)(33(e)(3) to furnish statements to Holdings Sellers’ Representative Seller or its direct or indirect members 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 Holdings shall not, and shall cause the Company and any Company Entity Subsidiary 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 Except as required by Law, following the Closing, without the prior written consent of Holdings Sellers’ the Seller Representative, which shall not be unreasonably withheld, conditioned or delayed, Shelf the Purchaser shall not, and shall cause its Subsidiaries the Acquired Companies to not: (ia) except as set forth in accordance with Section 7.11(a)10.2, file file, amend, or amend otherwise modify any Pass-Through Income Tax Return of any Company Entity relating to any Returns for Pre-Closing Tax Period, 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; (iib) engage in any voluntary disclosure or similar process or initiate communications with any Tax authority with respect to income Taxes of any Company Entity attributable to a Pass-Through Income Tax Return for a Pre-Closing Tax Period, Return; (iiic) extend or waive, or cause to be extended or waived, or permit any Company Entity 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 Income Tax Return for a Pre-Closing Tax Period,(ivReturn; (d) make make, rescind or change any income Tax election or accounting method relating to any Pass-Through Income Tax Return 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); (ve) with respect to file a ruling request that could affect any audit or other examination by a Tax Authority of a Pass-Through Income Tax Return that relates in whole or in part to for a Pre-Closing Tax Period, make ; or (f) file an election administrative adjustment request 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)(16227(a) of the Code), or make any similar election under 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. Shelf The Acquired Companies 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 ClosingClosing (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. (A) Without the prior written consent of Holdings Sellers’ the Representative, which consent shall not be unreasonably withheld, conditioned or delayed, Shelf shall not, and shall cause its Subsidiaries to not: Buyer will not (i) except as set forth in Section 7.11(a)file or amend or permit any of the Company, any Subsidiary of the Company or the Xxxxxx Xxxxxxx to file or amend any Pass-Through Income Tax Return of the Company, any Subsidiary of the Company Entity or the Xxxxxx Xxxxxxx relating to any 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) engage in any voluntary disclosure or similar process or initiate communications with any Tax authority with respect to Taxes 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 Company Entity attributable Subsidiary of the Company, or the Xxxxxx Xxxxxxx to a Pass-Through Income amend any such Tax Return for a Pre-Closing Tax PeriodReturn, (iii) extend or waive, or cause to be extended or waived, or permit the Company, any Company Entity 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 Pass-Through Income Tax Return for a Pre-Closing Tax Period,(ivPeriod of the Company, any Subsidiary of the Company, or the Xxxxxx Xxxxxxx, or (iv) make or change any Tax election or accounting method relating with respect to the Company, any Pass-Through Income Tax Return Subsidiary of the Company, or the Xxxxxx Xxxxxxx that has retroactive effect to any Pre-Closing Tax Period Period. (B) Without the prior written consent of HEP, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer will not (vi) with respect file or amend or permit the HEP Blocker to file or amend any audit or other examination by a of HEP Blocker’s Tax Authority of a Pass-Through Income Tax Return that relates in whole or in part Returns relating to a Pre-Closing Tax Period, make an election under except for Tax Returns that are filed pursuant to Section 6226 11G(i)(B), (ii) with respect to Tax Returns filed pursuant to Section 11G(i)(B), after the date such Tax Returns are filed, amend or permit the HEP Blocker to amend any such Tax Return, (iii) extend or waive, or cause to be extended or waived, or permit the HEP Blocker 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 Code or under Treasury Regulations Section 301.6227-2(c) (in each caseHEP Blocker, or under similar (iv) make or successor provision change any Tax election or accounting method with respect to the HEP Blocker that has retroactive effect to any Pre-Closing Tax Period. (C) Without the prior written consent of Siguler, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer will not (i) file or amend or permit the Siguler Blocker to file or amend any of Siguler Blocker’s Tax law in any jurisdictionReturns relating to a Pre-Closing Tax Period, except for Tax Returns that are filed pursuant to Section 11G(i)(C), (ii) with respect to Tax Returns filed pursuant to Section 11G(i)(C), after the date such Tax Returns are filed, amend or elect under Section 6226(b)(4)(A)(ii)(Ipermit the Siguler Blocker to amend any such Tax Return, (iii) extend or Treasury Regulations Section 301.6226-3(c)(3) waive, or cause to furnish statements be extended or waived, or permit the Siguler Blocker to Holdings Sellers’ Representative extend or waive, any statute of limitations or other period for the “reviewed year” (as defined in Section 6225(d)(1) assessment of any Tax or deficiency related to a Pre-Closing Tax Period of the Code)Siguler Blocker, or (iv) make or change any similar Tax election under or accounting method with respect to the Siguler Blocker that has retroactive effect to any similar or successor provision of Pre-Closing 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 ClosingPeriod.

Filing and Amendment of Tax Returns. (i) Without the prior written consent of Holdings Sellersthe Company Stockholders’ Representative, which shall Representative (not to 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), the Company shall not (A) file or amend any Pass-Through Income Tax Return of any Company Entity relating to any Pre-Closing Tax PeriodPeriod 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, (iiB) engage in any voluntary disclosure or similar process or initiate communications with any Tax authority Authority with respect to Taxes of any Company Entity attributable to a Pass-Through Income Tax Return for a Pre-Closing Tax Period or Straddle Period, (iiiC) 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,(ivPeriod, 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 relating to any Pass-Through Income Tax Return 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. (vii) Following the Effective Time, neither the Surviving Corporation nor any of its Affiliates shall file any Tax Returns with respect to any audit or other examination by a Sales Tax Authority of a Pass-Through Income Tax Return that relates in whole or in part Liability attributable to a Pre-Closing Tax Period or Straddle Period, make an election under Section 6226 without first (A) reasonably notifying the Company Stockholders’ Representative of the Code or under Treasury Regulations Section 301.6227-2(c) (in each case, or under similar or successor provision Surviving Corporation’s intent to file such Tax Return and a description 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 Parent’s and/or the “reviewed year” (as defined in Section 6225(d)(1) Surviving Corporation’s analysis of the Code)relevant facts giving rise to the Sales Tax Liability, or make any similar election under any similar or successor provision including a good-faith estimate of the amount of Sales Tax Law in any jurisdiction. Shelf shall notLiability to be reported and paid, and shall cause (B) consulting with Xxxxxx Xxx (to the extent then employed by the Surviving Corporation or an Affiliate of Parent) with respect to the approach that the Surviving Corporation and its Affiliates will take with respect to resolving 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 such Sales Tax Liability after the Closing.