Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. Without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (a) file any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement.

Post-Closing Actions. Without Sellers’ the prior written consent (of Seller, which consent shall not to be unreasonably withheld, conditioned conditioned, or delayed) and subject , except as required to Section 6.03cause the Group Companies’ Tax Returns to be consistent with applicable Law as determined pursuant to a more likely than not standard, Buyer shall not, and shall cause with respect to the Transferred Entities not toGroup Companies: (i) amend, (a) file refile or otherwise modify any amended Tax Return of the Transferred Entities relating in whole or in part to the extent such Tax Return relates to any a Pre-Closing Tax Period or any Seller Deferred Closing TaxesPeriod, (bii) extend or waive, or cause to be extended or waived, waive any statute of limitations or other period for the assessment of any Tax or deficiency related that relates to (i) a Pre-Closing Period, (iii) apply to any Governmental Entity for any binding or non-binding opinion, ruling, or other determination, or voluntarily initiate any discussion or make any voluntary disclosure with any Governmental Entity, with respect to the Group Companies for any Pre-Closing Period, (iv) report any Tax Period deduction related to the Transaction Expenses, Indebtedness or (ii) a Tax period (any compensatory amounts or portion thereof) beginning after the Principal Closing Date and ending transaction expenses that are paid or accrued on or before the Deferred Closing Date on any Tax Return of the Group Companies, Buyer or their respective Affiliates for any taxable period or portion of a Straddle Period beginning after the Closing Date, (v) change any Tax election of the Group Companies for a Pre-Closing Period, or (vi) file any Tax Return for any Pre-Closing Period for any of the Group Companies in a jurisdiction where such Group Company has not previously filed Tax Returns, in each case, solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with foregoing action will result in indemnification of a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside Buyer Indemnified Party for Indemnifiable Damages payable out of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity Indemnity Escrow Fund pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this AgreementArticle IX.

Post-Closing Actions. Without Sellers’ prior written consent Neither Buyer nor any Affiliate of Buyer (not to be unreasonably withheldincluding, conditioned after the Closing, the Company and its Subsidiaries) shall file, amend, re-file or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (a) file otherwise modify any amended Tax Return of the Transferred Entities relating in whole or in part to the extent such Tax Return relates to any Pre-Closing Tax Period Company or any Seller Deferred Closing Taxes, (b) extend or waive, or cause to be extended or waived, of its Subsidiaries for any statute of limitations or other period for the assessment of any Tax or deficiency related to (i) a Pre-Closing Tax Period or (ii) a Tax period periods (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date, without the prior written consent of the Sellers Representative, not to be unreasonably withheld or delayed. The Sellers Representative (on behalf of the Sellers) shall be entitled to receive payment from Buyer or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) of any refund of Pre-Closing Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing Date (solely or otherwise, except to the extent relating attributable to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any attribute arising in a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), but excluding any Tax receivables included in each case the calculation of the Actual Net Working Capital (as finally determined), with respect to any Tax period ending on or prior to the Closing Date and the pre-Closing portion of any Straddle Period of the Company and its Subsidiaries that is actually received by Buyer or any of its Subsidiaries (including, after the Closing, the Company and its Subsidiaries), as additional consideration in connection with the consummation of the transactions contemplated hereby. Buyer and its Subsidiaries (including, after the Closing, the Company and its Subsidiaries) shall cooperate with the Sellers Representative, to the extent reasonably requested, in obtaining any refund to which the Sellers Representative (on behalf of the Sellers) is entitled under this Section 10.4. All such refunds shall be claimed in cash rather than as a credit against future Tax Liabilities. Notwithstanding anything in this Agreement to the contrary, in the event that doing so could reasonably be expected a refund to adversely affect which the Sellers or cause Sellers Representative (on behalf of the Sellers) is entitled under this Section 10.4 is subsequently determined by any Taxing Authority to be liable for less than the amount paid by Buyer to the Sellers Representative (on behalf of the Sellers), the Sellers Representative (on behalf of the Sellers) shall promptly return any Taxes pursuant such disallowed amounts (plus any interest in respect of such disallowed refunds owed to this Agreementa Taxing Authority) to Buyer.

Post-Closing Actions. Without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (a) file any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit Jewel UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to Jewel UK Newco (where Jewel UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement.

Post-Closing Actions. Without Sellers’ Unless otherwise required pursuant to a settlement of an examination or audit proceeding, Parent shall not take (and following the Closing, Parent shall prevent the Company, the Surviving LLC and any of its Affiliates from taking) the following actions, without the prior written consent of the Securityholders’ Agent, if such action would reasonably be expected to form the basis for an indemnity claim under this Agreement: (not to be unreasonably withheld, conditioned i) amend or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (a) file amendment any amended Tax Return of the Transferred Entities Company relating to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely other than an amendment required to be made by applicable Law such as information Tax Returns or to the extent relating reasonably necessary for any officer of Parent to any Seller Deferred Closing Taxesavoid personal liability), ; (cii) make or change any Tax election or accounting method or practice regarding the Company with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any to a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or Date; (iii) file any Tax Return of the Company with respect to a Tax period ending before the Closing Date with an original due date before the Date of this Agreement (taking into account all extensions properly obtained); (iv) initiate any discussion or enter into any voluntary disclosure program (or portion thereofsimilar program or agreement) beginning after with a Governmental Body regarding any Tax (whether asserted or unasserted) or Tax Return with respect to the Principal Closing Date and Company relating to a Tax period ending on or before the Deferred Closing Date Date; or (solely to the extent relating to any Seller Deferred Closing Taxes), (ev) take any extraordinary action not contemplated by this Agreement or required by applicable law on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as closing that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers give rise to or cause Sellers increase any Tax for which the Effective Time Holders could be expected to be liable for (each a “Specified Tax Action”). Notwithstanding the foregoing, Parent may take any Taxes Specified Tax Action (i) if Parent provides written notice to the Securityholders’ Agent specifying in reasonable detail the proposed Specified Tax Action, (ii) the original underlying position is not supported by at least a substantial authority position (or similar standard under state or local law), and (iii) either the Securityholders’ Agent does not object within 30 days of receipt of the applicable written notice or to the extent any objection is resolved in favor of Parent pursuant to the following sentence. In the event the Securityholders’ Agent objects in whole or in part in writing within 30 days of receipt of the applicable written notice, then the dispute resolution provisions of Section 1.13(d), mutatis mutandis, for resolution, and such resolution shall be final and binding on the Parties. In the event the Securityholders’ Agent does not object, or to the extent following a dispute resolution in favor of Parent, Parent may take such Specified Tax Action and the Effective Time Holders shall be responsible for the amount of Pre-Closing Taxes related to Specified Tax Action (as provided in Article 10) but, notwithstanding the provisions of Article 10, the Effective Time Holders shall not be responsible for and not be required to pay any cost or expense, or other amount that would otherwise be treated as Damages, associated with such Specified Tax Action, such as the cost of investigation, filing of applicable Tax Returns or accounting or attorney fees. For the avoidance of doubt, nothing in this AgreementSection 6.2(b) shall prevent Parent from continuing any process or action (including any voluntary disclosure program or similar program or agreement) after the Closing Date, which process or action was commenced by the Company prior to the Closing.

Post-Closing Actions. Without Sellers’ After the Closing, Parent and Acquiror shall not cause the Company and its Subsidiaries to, without the prior written consent of Seller (which shall not to be unreasonably withheld, conditioned delayed or delayed) and subject conditioned), take any of the following actions if such actions would be reasonably expected to Section 6.03, Buyer shall not, and shall cause give rise to an indemnity claim against the Transferred Entities not toSeller under this Agreement, (ai) file except as required by a Tax Authority, file, or cause to be filed, any amended restatement or amendment of, or modification to any Tax Return of the Transferred Entities to the extent such Tax Return relates to Company or any of its Subsidiaries for any Pre-Closing Tax Period Period; (ii) make Tax election that has retroactive effect to any Tax period of the Company or any Seller Deferred of its Subsidiaries ending on or prior to the Closing TaxesDate; (iii) other than as a result of an automatic extension of time to file a Tax Return obtained in the ordinary course of business, (b) 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 with respect to (i) a Pre-Closing Tax Period or (ii) a any Tax period (of the Company or portion thereof) beginning after the Principal Closing Date and any of its Subsidiaries ending on or before the Deferred Closing Date (solely prior to the extent relating to any Seller Deferred Closing Taxes), Date; (civ) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any to a Tax period (of the Company or portion thereof) beginning after the Principal Closing Date and any of its Subsidiaries ending on or before the Deferred Closing Date (solely prior to the extent relating to any Seller Deferred Closing Taxes), Date; (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (fv) make any (i) Code Section 338(g) election for a U.S. Transferred Entity voluntary disclosures with respect to Taxes of the Company or (ii) entity classification election any of its Subsidiaries with respect to a Transferred Entity pursuant Tax period of the Company or any of its Subsidiaries ending on or prior to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date). Parent and Acquiror shall notify Seller if they intend to cause the Company or any of its Subsidiaries to take any action described in clauses (i) through (v) above, in each case to the extent and if Seller notifies Parent and Acquiror that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement.such contemplated

Post-Closing Actions. Without Sellers’ prior written consent None of Buyer or any of its Affiliates shall (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not or permit any other Person to) (i) except as otherwise provided in Section 12K(a), (a) file, amend, re-file or otherwise modify any amended Tax Return of the Transferred Entities relating in whole or in part to the extent such Tax Return relates Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period or any Seller Deferred the portion of the Straddle Period ending on (and including) the Closing Taxes, Date; (bii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of make any Tax election (including, but not limited to, an election pursuant to Sections 336 or deficiency related 338 of the Code) that has retroactive effect to any Pre-Closing Tax Period or the portion of the Straddle Period ending on (iand including) the Closing Date; (iii) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or (ii) a Tax period (or the portion thereof) beginning after of the Principal Closing Date and Straddle Period ending on (and including) the Closing Date; or before the Deferred Closing Date (solely to the extent relating to iv) enter into any Seller Deferred Closing Taxes), (c) make or change voluntary disclosure with any taxing authority regarding any Tax election or accounting method Tax Returns of the Company or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) of its Subsidiaries for a Pre-Closing Tax Period or (iii) a Tax period (or the portion thereof) beginning after of the Principal Closing Date and Straddle Period ending on or before (and including) the Deferred Closing Date (solely to the extent relating to including any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for voluntary disclosure with a U.S. Transferred Entity or (ii) entity classification election Taxing Authority with respect to a Transferred Entity pursuant to filing Tax Returns or paying Taxes for Pre-Closing Tax Period or the Treasury Regulations under Section 7701 portion of the Code with an effective date earlier than two days after Straddle Period ending on (and including) the Relevant Closing Date in a jurisdiction that the Company or (g) cause any of its Subsidiaries did not previously file a Tax Return or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Datepay Taxes), in each case case, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, that nothing in this Section 12K(h) shall prohibit the Company from registering for Tax purposes with any Governmental Entity with respect to any tax period beginning after the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this AgreementClosing Date.

Post-Closing Actions. Without Sellers’ the prior written consent (of Seller, which consent shall not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, the Transferred Entities not to, Entities) to (a) file with respect to a Parent Combined Group, with respect to which a Transferred Entity is treated as a pass-through entity and which Taxes flow through to Seller or any amended of its Affiliates (other than a Transferred Entity) or with respect to any Tax Return of the Transferred Entities to the extent such reflecting Excluded Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing TaxesLiabilities, (b) extend or waivein each case, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) to any Tax period (or portion thereof) beginning after the Principal Closing Date and ending starting on or before the Deferred Closing Date (solely i) file past the original respective due date, amend, refile, or otherwise modify, any Tax Return, or grant an extension of any statute of limitation with respect to the extent relating (other than filing Tax Returns pursuant to any Seller Deferred Closing Taxesa nondiscretionary extension), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-voluntarily approach any Taxing Authority regarding any Taxes or Tax Returns of any Transferred Entity, (b) cause any Transferred Entity that is an Affiliate of Buyer to sell or otherwise dispose of assets outside the ordinary course of business on the Closing Tax Period Date after the Closing, or (iiic) a except as provided by Section 9.02(b) or upon Seller’s request pursuant to Section 9.05, carryback any net operating losses from any Tax period (or portion thereof) beginning ending after the Principal Closing Date and to any Tax period (or portion thereof) ending on or before the Deferred Closing Date. Without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, neither Buyer nor any Affiliate of Buyer will make any election (including any election under Treasury Regulation Section 301.7701-3) that would have effect on or prior to the Closing Date (solely or create Tax liability with respect to any Tax period ending on or prior to the extent relating Closing Date or that is allocable (under Section 9.03) to any Seller Deferred the portion of a Straddle Period that ends on the Closing Taxes)Date. After the Closing, (e) Buyer shall not take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (fand shall cause its Affiliates not to take any action) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a any Transferred Entity pursuant subsequent to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could would reasonably be expected to adversely affect Sellers cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or cause Sellers to be liable for any Taxes pursuant to this Agreementsubstantially similar to, the “Intermediary Transaction Tax Shelter” described in IRS Notice 2001-16, and IRS Notice 2008-20.

Post-Closing Actions. Without (i) Buyer shall cause the Company to provide an estimate of the United States federal and state tax allocations from the Company to the Sellers for the tax year in which the Closing occurs no later than thirty (30) days after the Allocation Schedule is finalized as provided in Section 2.5 in order to allow Sellers to compute their estimated United States federal and state tax liabilities resulting from the transactions contemplated by this Agreement. (ii) From and after the Closing Date, without Sellers’ prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed), none of Buyer, any of its Affiliates (including any Company Entity), or any Representatives thereof, shall (A) and subject to Section 6.03file, Buyer shall notre-file, and shall cause the Transferred Entities not toamend, (a) file or supplement any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes)Date, (dB) make change any method or initiate period of accounting for any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date, (C) make, change, approve or consent to any Tax election with respect any Company Entity effective for any Tax period (or portion thereof) ending on or before the Closing Date (solely or with respect to the extent transactions contemplated by this Agreement, (D) extend or waive the limitation period applicable to any Tax claim or assessment relating to any Seller Deferred Tax period (or portion thereof) ending on or before the Closing Taxes)Date, (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (iiE) entity classification election with respect to a Transferred voluntarily approach any taxing authority regarding any Taxes or Tax Returns of any Company Entity pursuant to that were originally due on or before the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably affect any Pass-Through Income Tax Return for any Tax period (or portion thereof) ending on or before the Closing Date, reduce the amount of any Tax Refund to which Sellers would otherwise be expected entitled, or result in any adverse tax consequences to adversely affect any Seller, unless required by applicable Law or a determination within the meaning of Section 1313 of the Code. (iii) Sellers shall be obligated to perform on behalf of the Company Entities the obligations set forth in Sections 5.3(b)-(d) of each TE Buyout MIPA in accordance with the terms thereof. Sellers shall pay for all fees and expenses incurred by Sellers and any third party accountants on behalf of Sellers or cause the Company Entities in the preparation of the applicable tax and financial statements, shall review and approve of such returns and financial statements and shall ensure timely delivery thereof to Firstar. Buyer will reasonably cooperate with Sellers regarding any information in Buyer’s possession or control that is reasonably required to perform such obligations and as may be liable for any Taxes pursuant required to xxxxx Xxxxxxx the requisite authorization regarding the Company Entities to comply with this AgreementSection 6.7(c)(iii).

Post-Closing Actions. Without Sellers’ prior Acquiror and its Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) shall not, solely to the extent any such action described in this Section 8.2(b) would be expected to increase any Tax liability taken into account in the determination of Estimated Accrued Income Taxes or Closing Date Net Working Capital, without the written consent of the Holder Representative (not to be unreasonably withheld, conditioned or delayed): (i) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not toamend any previously filed Tax Returns for a Pre-Closing Tax Period, (aii) file any amended Tax Return for a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where the Company or any of the Transferred Entities to the extent its Subsidiaries has not historically filed such a Tax Return relates Return, (iii) initiate any discussions or examinations with taxing authorities regarding Taxes with respect to any Pre-Closing Tax Periods, (iv) make any voluntary disclosures with respect to Taxes for Pre-Closing Tax Periods, (v) make, change or revoke any Tax election with respect to, or that has a retroactive effect to, Pre-Closing Tax Period or (vi) change any Seller Deferred accounting method or adopt any convention that shifts taxable income from a Post-Closing Taxes, (b) extend or waive, or cause Tax Period to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to (i) a Pre-Closing Tax Period or (ii) a Tax period (shifts deductions or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) losses from a Pre-Closing Tax Period or to a Post-Closing Tax Period. Acquiror and its Affiliates (iii) a Tax period (or portion thereof) beginning including, after the Principal Closing Date Closing, the Surviving Corporation and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (eits Subsidiaries) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) shall not make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 336 or Section 338 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC respect to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to transactions contemplated by this Agreement.

Post-Closing Actions. Without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause its Affiliates (including the Transferred Entities Purchased Companies and the Purchased Subsidiary) not to, at any point after the Closing, (a) file make any amended amendment of any Tax Return of the Transferred Entities Returns with respect to the extent such Tax Return relates to Purchased Companies or the Purchased Subsidiary for any Pre-Closing Tax Period or any Seller Deferred Closing TaxesPeriod, (b) extend make, change 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change revoke any Tax election (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 with respect to any of the Purchased Companies or the Purchased Subsidiary, which election would be effective on or prior to the Closing Date, or any election pursuant to Section 338 of the Code (or any similar provision of Law) with respect to the transactions contemplated by this Agreement) or accounting method with respect to the Purchased Companies or practice the Purchased Subsidiary with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period Period, (c) enter into a voluntary disclosure or (ii) any Tax period (similar agreement with a taxing authority, or portion thereof) beginning after initiate contact with a taxing authority with the Principal Closing Date and ending on or before the Deferred Closing Date (solely intention of entering into such agreement, in each case with respect to the extent relating Purchased Companies or the Purchased Subsidiary with respect to any Seller Deferred a Pre-Closing Taxes)Tax Period, (d) make or initiate any voluntary contact with a file Tax Authority regarding (i) the Restructuring, (ii) Returns for a Pre-Closing Tax Period in a manner inconsistent with past practice or (iii) in a jurisdiction where any Purchased Company or the Purchased Subsidiary has not historically filed Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes)Returns, (e) take any action on or enter into any transaction after the Relevant Closing on, or effective as of, the Closing Date after that is outside the Relevant Closing outside Ordinary Course with respect to any of the ordinary course of businessPurchased Companies or the Purchased Subsidiary, or (f) make carry back any (i) Code Section 338(g) election for a U.S. Transferred Entity item of loss, deduction or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 credit of the Code with an effective date earlier than two days Purchased Subsidiary that arises in any taxable period beginning after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant into any Pre-Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date)Tax Period, in each case to the extent that doing so case, if such action could reasonably be expected to adversely affect Sellers result in any Taxes for which any Seller or cause Sellers Seller Parent are liable under this Agreement or otherwise impact any Seller, Seller Parent or any of their respective Affiliates (including any Parent Group Taxes), without the prior written consent of Seller Parent (not to be liable for any Taxes pursuant to this Agreementunreasonably withheld, conditioned, or delayed).

Post-Closing Actions. Without Sellers’ prior written consent None of Parent, Merger Sub or any of the Acquired Companies or Blockers shall take any action outside the ordinary course of business (not to be unreasonably withheld, conditioned or delayed) and subject including without limitation any election pursuant to Section 6.03338 of the Code or any merger, Buyer shall notconversion, and shall cause liquidation or dissolution of any of the Transferred Entities not toBlockers) on the Closing Date after the Closing, (a) file or amend any amended Tax Return of any of the Transferred Entities to Blockers or the extent such Tax Return relates Acquired Companies with respect to any Pre-Closing Tax Period or any Seller Deferred Closing TaxesStraddle Period, (b) extend make, change or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of revoke any Tax election with respect to any of the Blockers or deficiency related to (i) a Acquired Companies for any Pre-Closing Tax Period or Straddle Period, make or initiate any voluntary Tax disclosures or Tax amnesty or similar filings or take any other action or enter into any transaction (ii) including any action or transaction that has retroactive effect to a Tax taxable period (or portion thereof) beginning after the Principal Closing Date and ending that ends on or before the Deferred Closing Date (solely prior to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to ) that could increase Taxes for which the extent that doing so Sellers and/or the Management Member could reasonably be expected to adversely affect be liable under Article 9 or any other provision of this Agreement or under Law, including Taxes of any Acquired Company or Blocker for any Pre-Closing Period or Straddle Period. For so long as the obligations pursuant to Section 9.01(b) survive, all refunds (including credits in lieu of refunds) received or utilized by the Acquired Companies or the Blockers (or any of their respective Affiliates or successors) of Taxes (i) paid prior to the Closing, (ii) included as liabilities in Closing Date Net Working Capital Adjustment Amount or otherwise taken into account in the calculation of the final Purchase Price with respect to a Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date or (iii) indemnified by the Sellers or cause Sellers to be liable for any Taxes the Management Member pursuant to Article 9 shall, in each case, be for the account of the Seller(s) and/or Management Member that bore the liability or indemnification obligation for the relevant Taxes (for this Agreementpurpose, treating Taxes described in the foregoing clauses (i) and (ii) as borne (x) in the case of Taxes of an Acquired Company, by the Sellers and the Management Member pro rata in accordance with the percentage of the Purchase Price paid to each Seller or Management Member, (y) in the case of Taxes of Blocker I, by the Blocker I Sellers and (z) in the case of Taxes of Blocker II, by the Blocker II Seller), and the relevant Acquired Companies or Blockers shall promptly pay over such amounts to the Sellers and/or the Management Member, as applicable; provided, however, that this sentence shall not require the Acquired Companies or Blockers to pay over to the Sellers or the Management Member any refunds (or credits) to the extent such refunds (or credits) were included as assets in the Closing Date Net Working Capital Adjustment Amount.

Post-Closing Actions. Without Sellers’ the prior written consent (of the Stockholder Representative, which consent shall not to be unreasonably withheld, conditioned or delayed) and subject , until the Total Merger Consideration is finally determined pursuant to Section 6.032.8 and any disputes described in Section 2.8 are fully resolved, Buyer and its Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) shall not, and shall cause the Transferred Entities Surviving Corporation and its Subsidiaries not to, (ai) file any amended Tax Return of the Transferred Entities Returns with respect to the extent such Tax Return relates to any Pre-Closing Tax Period Surviving Corporation or any Seller Deferred Closing Taxes, (b) extend or waive, or cause to be extended or waived, any statute of limitations or other period its Subsidiaries for the assessment of any Tax or deficiency related to (i) a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where the Surviving Corporation and its Subsidiaries, as applicable, have not historically filed Tax Returns, unless required by applicable Law, (ii) a amend, or re-file any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely Returns with respect to the extent Surviving Corporation or its Subsidiaries for a Pre-Closing Tax Period, (iii) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Surviving Corporation or any Seller Deferred Closing Taxes)of its Subsidiaries, (civ) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period of the Surviving Corporation or its Subsidiaries, (iiiv) a initiate discussions or examinations with Tax period (authorities or portion thereof) beginning after make any voluntary disclosures regarding Taxes of the Principal Closing Date and ending on Surviving Corporation or before the Deferred Closing Date (solely to the extent relating its Subsidiaries with respect to any Seller Deferred Pre-Closing Taxes)Tax Period, (evi) take compromise, concede or settle any action on the Relevant Closing Date after the Relevant Closing outside Tax liability of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity Surviving Corporation or (ii) entity classification election its Subsidiaries with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Pre-Closing Date Tax Period, or (gvii) cause change any Tax annual accounting period or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers adopt or cause Sellers to be liable for change any Taxes pursuant to this AgreementTax accounting method.

Post-Closing Actions. Without Sellers’ the prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03of Parent, Buyer shall not, and shall cause not permit the Transferred Entities not toCompany, (a) file any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period its Subsidiaries or any Seller Deferred Closing Taxes, (b) 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 its respective Affiliates to: (i) amend any previously filed Pass-Through Tax Returns for a Pre-Closing Tax Period or file any refund claim for the employee retention credit under Section 2301 of the CARES Act; (ii) file Pass-Through Tax Returns for the Company with respect to a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction where the Company or its Affiliates have not historically filed Pass-Through Tax Returns; (iii) file any Tax Return or initiate discussions or examinations with any Tax authority regarding Taxes in a jurisdiction where the Company or its Affiliates have not previously filed a Tax Return prior to Closing; (iv) make any voluntary disclosures (A) with respect to Pass-Through Taxes for a Pre-Closing Tax Period, (B) in any jurisdiction in which the Company or its Affiliates have never filed Tax Returns, or (C) to the extent not covered in clauses (iv)(A) or (B), unless required by applicable Law; (v) unless required by applicable Law, change any accounting method or adopt any convention that shifts taxable income from a period beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election shifts deductions or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) losses from a Pre-Closing Tax Period to a period beginning (or deemed to begin) after the Closing Date; or (iiivi) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes)unless required by applicable Law, (e) take any action outside the Ordinary Course on the Relevant Closing ​ Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to that would be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers give rise to or cause Sellers to increase any Tax for which Parent (or any Party that is responsible for the Taxes of Parent) would be liable . Notwithstanding the foregoing, nothing in this Section 5.2(e) shall restrict or prohibit Buyer and its Affiliates (including, following Closing, the Company and its Subsidiaries) from cooperating with any requests or responding to any correspondence from any Governmental Authority with respect to Taxes or Tax Returns for any Taxes pursuant to this AgreementTax period.

Post-Closing Actions. Without Sellers’ Neither Parent nor any Affiliate (including the Surviving Corporation and the Subsidiaries) of the Parent shall file, amend, re-file or otherwise modify any Tax Return relating in whole or in part to the Surviving Corporation or the Subsidiaries for any periods (or portion thereof) ending on or before the Closing Date, without the prior written consent of the Securities Holders Representative, not to be unreasonably withheld or delayed. The Securities Holders shall be entitled to receive prompt payment from the Parent or any of its Subsidiaries (including the Surviving Corporation and the Subsidiaries) of any refund of Taxes (including refunds arising by reason of amended Tax Returns filed after the Closing Date or otherwise, except to the extent attributable to any Tax attribute arising in a Tax period beginning after the Closing Date), but excluding any Tax receivables included in the calculation of the Closing Date Net Working Capital, with respect to any Tax period ending on or prior to the Closing Date of the Company and the Subsidiaries, actually received by the Parent or any of its Subsidiaries (including the Surviving Corporation and the Subsidiaries) as additional consideration in connection with the Merger. The Parent and its Subsidiaries shall cooperate with the Securities Holders Representative, to the extent reasonably requested, in obtaining any refund to which the Securities Holders are entitled under this Section 9.1(d). All such refunds shall be claimed in cash rather than as a credit against future Tax liabilities. For the avoidance of doubt, in the event that the Securities Holders Representative reasonably believes that the Company, the Surviving Corporation or any Subsidiary of the Company or the Surviving Corporation has made an overpayment of the Tax imposed under Section 4191 of the Code with respect to a Pre-Closing Period (including that portion of a Straddle Period ending on the Closing Date), upon request of the Securities Holders Representative specifying the amount of such overpayment and basis for such belief, which shall be subject to Parent’s approval (such approval not to be unreasonably withheld, conditioned or delayed), Parent shall cause a timely claim for refund of such Tax to be filed at the Securities Holders Representative’s expense (on behalf of all Securities Holders) and subject shall promptly pay to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, Securities Holders in accordance with their respective Pro Rata Share the amount of such refund received (aplus the amount of any interest paid with respect to such refund) file any amended Tax Return net of the Transferred Entities such expenses (to the extent such Tax Return relates expenses have not otherwise been reimbursed) as additional consideration in connection with the Merger. For the avoidance of doubt, Parent’s and the Securities Holders Representative’s obligations to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (bcooperate pursuant to Section 9.1(e) extend or waive, or cause shall apply to the Securities Holders Representative’s preparation of a request that a claim be extended or waived, any statute filed for refunds of limitations or other period for Taxes previously imposed under Section 4191 of the assessment of any Tax or deficiency related Code with respect to (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely Period. Notwithstanding anything in this Agreement to the extent relating contrary, in the event that a refund to which the Securities Holders Representative (on behalf of all Securities Holders) is entitled under this Section 9.1(d) is subsequently determined by any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after Taxing Authority to be less than the Principal Closing Date and ending on or before the Deferred Closing Date (solely amount paid by Parent to the extent relating to Securities Holders, the Securities Holders shall promptly return any Seller Deferred Closing Taxes), such disallowed amounts (d) make or initiate plus any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside interest in respect of the ordinary course of business, (f) make any (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect such disallowed refunds owed to a Transferred Entity pursuant Taxing Authority) to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this AgreementParent.