Next Day Rule. The Purchaser, the Seller and Seller Parent agree to apply the Next Day Rule described in Treas. Reg. 1.1502-76(b)(ii)(B) and/or Treas. Reg. 1.338-1(d) to any applicable transaction that is not in the ordinary course of business that occurs on the Closing Date but after the Closing.
Next Day Rule. For all purposes under this Agreement, Pluto and Spinco hereby agree that any transaction with respect to Spinco or the Spinco Group occurring on the Distribution Date but after the Distribution Effective Time (other than any transaction occurring in the ordinary course of business) shall be treated for all Tax purposes (to the extent permitted by applicable Tax Law, including Treasury Regulations Section 1.1502-76(b) (the “Next Day Rule”)) as occurring at the beginning of the day following the Distribution Date.
Next Day Rule. Notwithstanding anything to the contrary contained in this Agreement, for applicable Tax purposes, the Parties shall report any Extraordinary Transactions on the Distribution Date after the Merger Effective Time as occurring on the day after the Distribution Date to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or non-U.S. Law.
Next Day Rule. Notwithstanding anything to the contrary in this Agreement, except as required by Law, for all Tax purposes, the Parties shall report (i) any transactions occurring in the ordinary course of business on the Distribution Date and (ii) any transactions occurring outside of the ordinary course of business after the Effective Time on the Distribution Date (for the avoidance of doubt, excluding the Transactions) that are undertaken by any member of the SpinCo Group as occurring on the day after the Distribution Date pursuant to Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local, or foreign Law. For the avoidance of doubt, the Parties shall report (x) any of the Transactions undertaken by any member of the SpinCo Group on the Distribution Date and (y) any other transactions occurring outside of the ordinary course of business before the Effective Time on the Distribution Date that are undertaken by any member of the SpinCo Group as occurring on the Distribution Date.
Next Day Rule. Any action taken outside of the ordinary course of business by any of the Companies on the Closing Date after the Closing will be allocated to the portion of the Closing Date after the Closing and, accordingly, treated as occurring on the following day in accordance with Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) and any corresponding provision of state or local Law.
Next Day Rule. Notwithstanding anything to the contrary contained in this Agreement, for applicable Tax purposes, the Parties shall report any Extraordinary Transactions on the Closing Date after the Equity Sale Closing Time as occurring on the day after the Closing Date to the extent permitted by Treasury Regulations Section 1.1502-76(b)(1)(ii)(B) or any similar or analogous provision of state, local or non-U.S. Law.
Next Day Rule. Purchaser and its Affiliates (including the Surviving Corporation) will not take any position on any Tax Return that any transaction (including, but not limited to, the payment or accrual for Tax purposes of the Indebtedness, the Transaction Expenses, or the Change of Control Payments) contemplated by this Agreement is occurring at the beginning of the day following the Closing Date pursuant to Treasury Regulation Section 1.1502-76(b)(1)(ii)(B) without the prior written consent of the Equityholders’ Representative (such consent to not be unreasonably withheld, conditioned, or delayed).
