Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Purchaser Closing Statement, and the components thereof, shall notbe prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not cause or permit its Affiliates (including to take into account the Acquired Entities) to, take effects of any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except purchase accounting in each case as may be required by applicable Law, connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other agreement entered currencies shall be converted into United States dollars by an Acquired Entity prior using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the Purchaser provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will provide written notice be deemed to the Seller of such action or election be final and the consequences calculation of the Purchase Price and each of the components thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser included in the Estimated Closing Statement shall not, be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not cause or permit subject to appeal for all purposes under this Agreement; provided, that, for the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior toavoidance of doubt, the Closing DateStockholder reserves any and all other rights granted to it or the Company in this Agreement, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause including its Affiliates (including the Acquired Entities) not to make, (i) any election rights under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion3.4(b), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser (a) All actions and transactions after the Closing that are required or permitted by this Agreement will be subject to any prior Authorizations, orders, consents, approvals or waivers necessary, advisable or appropriate under any Laws, rules or regulations of any Governmental Authority, including any self regulatory organization or stock exchange or required to be made, filed, given or obtained by any Party or any of its shareholders, quotaholders or its Subsidiaries with, to or from any Person. Each of the Parties shall notuse its reasonable best efforts to obtain (and to cooperate with the other Parties to obtain) such Authorizations, orders, consents, approvals or waivers in a timely manner to allow such actions and shall not cause or permit its Affiliates (including the Acquired Entities) to, take transactions to occur as promptly as practicable as contemplated hereby. Any time periods contained in this Agreement with respect to any action during any Straddle Period, outside or transaction after the Closing that is required or permitted by this Agreement will be extended until five Business Days after receipt of the ordinary course of businessAuthorizations, or make any electionconsents, approvals, waivers and other items described in this Section 6.15, provided, however, that could increase if any such Authorization, order, consent, approval or waiver is not obtained within a reasonable period of time, then the Seller’s liability for Taxes (including any liability of the Seller Parties shall negotiate in good faith and agree upon an alternative approach to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Lawachieve, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case greatest extent possible, the Purchaser will provide written notice to the Seller economic, business and other purposes of such action or election transaction without the need for such Authorization, order, consent, approval or waiver. (b) NII shall keep available and reserved for issuance sufficient authorized shares or non-subscribed capital stock or quotas, respectively, to comply in full with its obligations hereunder. Neither NII nor the consequences thereof not less Company will adopt any shareholder rights plan or take other similar action without including provisions that would preserve the Investor’s rights to acquire equity of NII as contemplated by the Transaction Documents. In no event will NII issue shares in satisfaction of its rights or obligations under Article 9, in an amount that represents more than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit 19.99% of the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends number of shares of NII outstanding on or prior to, the Closing DateDate (without giving effect to the transactions contemplated hereby) if that issuance in excess thereof requires prior shareholder approval in accordance with applicable Laws, in each caserules or regulations of any Governmental Authority, without including any self-regulatory organization or stock exchange applicable to NII. For the Seller’s prior written approval (avoidance of doubt, any consideration owing to an Article 9 Quotaholder and which shall cannot be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates satisfied in NII Shares as described in the immediately preceding sentence will be paid in cash (including based on the Acquired Entities) not to make, (i) any election under Section 338 value of NII Shares calculated as the U.S. Internal Revenue Code (average Closing Price of NII Shares for the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or 10 Trading Days ending two market days prior to the Closing Date. Notwithstanding relevant closing of the foregoing, issuance of the Purchaser shall notNII Shares, and to be paid pursuant to the applicable provisions of Article 9). (c) NII shall not cause use reasonable best efforts to obtain, prior to the first anniversary of the Closing, at an annual or permit a special meeting called for such purpose, approval for the Acquired Entities to, make any election issuance of NII Shares in satisfaction of its rights or obligations under foreign Law that would be effective on or Article 9 in an amount in excess of 19.99% of the number of NII Shares outstanding immediately prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability in accordance with Section 5635 of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring Rules of the PurchaserNASDAQ Stock Market LLC. In that regard, any without limiting the generality of the Acquired Entities or foregoing, NII shall duly convene a meeting of shareholders to consider such approval and use reasonable best efforts to solicit proxies in favor of such approval, and the financing Board of any thereof Directors of NII shall recommend that could have an effect on the Seller during any Straddle PeriodNII’s shareholders vote in favor of such approval.

Post-Closing Actions. The Purchaser Prior to the date that is ten (10) days after the date hereof, the New Seller shall notcause to be delivered to the Agent favorable opinions of counsel to the New Seller, as applicable, as to such matters and in form and substance satisfactory to the Agent including, without limitation, the following: (a) the New Seller is (i) organized, existing and in good standing under the laws of its jurisdiction of organization, with all necessary power and authority to own its properties and conduct its business as currently conducted and (ii) qualified to do business as a foreign limited liability company, in good standing in each jurisdiction in which the conduct of its business requires such qualification; (b) the New Seller has or had at all relevant times, full power, authority and legal right to exercise, deliver and perform its obligations under the Agreement; and has or had at all relevant times full power, authority and legal right to originate, own and transfer the Receivables and the other property transferred by it to DST Systems; (c) the Agreement, this Amendment and each other document related hereto to which the New Seller is a party has been duly authorized, executed and delivered by such Person and is a valid and binding agreement, enforceable against such Person in accordance with its respective terms, except to the extent that enforcement thereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity); (d) the transfer of the Receivables by the New Seller to DST Systems pursuant to the Agreement, the compliance by the New Seller with all of the provisions of the Agreement and the consummation of the transactions contemplated the Agreement, and shall each other document contemplated hereby or thereby to which the New Seller is a party will not cause (i) conflict with or permit its Affiliates (including the Acquired Entities) to, take result in a breach of any action during any Straddle Period, outside of the ordinary course of businessterms or provisions of, or make constitute a default under, any electionindenture, that could increase mortgage, deed of trust, loan agreement or other agreement or instrument known to such counsel to which the Seller’s liability for Taxes (including New Seller is a party or by which the New Seller is bound or to which any liability of the property or assets of the New Seller is subject, (ii) result in any violation of the provisions of any order known to indemnify such counsel of any court or governmental agency or body having jurisdiction over the Purchaser for Taxes pursuant New Seller or any of its properties or (iii) result in any violation of the provisions of the articles of association, other formation documents or the operating agreement of the New Seller or to this Agreementcounsel’s knowledge any statute or any rule or regulation of any governmental agency or body having jurisdiction over the New Seller or any of its properties; (e) except in each case as may be no authorization, approval, consent or order of, or filing with, any court or governmental authority or agency is required by applicable Law, this the New Seller in connection with the consummation of the transactions contemplated in the Agreement or any other agreement entered into by an Acquired Entity prior document contemplated hereby or thereby to which the New Seller is a party, except such as have been obtained; (f) to the Closing (in which case the Purchaser will provide written notice to the Seller best of such action counsel’s knowledge and information without independent inquiry, there are no legal or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action governmental proceedings pending or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, threatened (i) any election under Section 338 asserting the invalidity of the U.S. Internal Revenue Code (the “Code”) (Existing Agreement or any comparable election under the Law of any U.S. state other document contemplated hereby or local jurisdiction) with respect thereby to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the New Seller may grant or withhold in its sole and absolute discretion)is a party, or (ii) any election provided under U.S. federal, state or local Law with respect seeking to prevent the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested consummation by the Purchaser, to determine the consequences New Seller of any proposed restructuring of the Purchaser, any of the Acquired Entities transactions contemplated by this Amendment, the Existing Agreement or any other document contemplated hereby or thereby to which the financing New Seller is a party or (iii) which might materially adversely affect the rights of any DST Systems hereunder or under the Existing Agreement; (g) the provisions of the Agreement are effective to create a valid security interest in the Receivables of the New Seller and the proceeds thereof that could have in favor of DST Systems; (h) no New Seller is required to be registered as an effect on “investment company” under the Investment Company Act of 1940, as amended; (i) the existence of a “true sale” of the Receivables from the New Seller during any Straddle Periodto DST Systems under the Agreement; and (j) the inapplicability of the doctrine of substantive consolidation to the New Seller and the owner of the membership interest of the New Seller.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including Except with the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval consent of Agent (for and on behalf of Sellers), which shall consent not to be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser Entities shall not, and shall not cause or permit any of its Affiliates (including, for the Acquired Entities avoidance of doubt, the FC Group Entities) to, (i) file any amended Tax Return relating to any of the FC Group Entities with respect to any Pre-Closing Tax Period, (ii) voluntarily approach any Governmental Entity regarding any Taxes or Tax Returns of any FC Group Entity relating to any Pre-Closing Tax Period, (iii) make or change any Tax election under foreign or accounting method for any FC Group Entity that has retroactive effect to any Pre-Closing Tax Period, or (iv) take any action that could reasonably be expected to have an adverse effect on the Tax liability of the FC Group Entities or their direct or indirect owners for any Pre-Closing Tax Period. If any of the Purchaser Entities or any of the FC Group Entities is required by Law to file an amended Tax Return for any FC Group Entity (or otherwise change such Tax Returns) or make an election with respect to Pre-Closing Tax Periods, the Purchaser Entities shall have control over the preparation and filing of such amended return or election (each, a “Powerfleet-Prepared Filing”); provided that would be effective the Purchaser Entities shall provide Agent (for and on or behalf of Sellers) with a draft of such Powerfleet-Prepared Filing thirty (30) days, in the case of income Tax, and fifteen (15) days, in the case of any other Tax, prior to the Closing Date which could increase the Seller’s liability due date for Taxes filing Powerfleet-Prepared Filing (including any liability extensions) with the appropriate Governmental Entity; provided further that the Agent (for and on behalf of Sellers) shall have the Seller right to indemnify review the draft of Powerfleet-Prepared Filing provided to it by the Purchaser for Taxes pursuant to this Agreement). Following Entities and the Closing, the Seller will Purchaser Entities shall consider in good faith cooperate with the Purchaser to the extent reasonably requested any reasonable comments provided by the PurchaserAgent (for and on behalf of Sellers) within fifteen (15) days, to determine in the consequences case of an income Tax, and five (5) days, in the case of any proposed restructuring other Tax, of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodreceipt thereof.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entitiesa) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case Unless as may be otherwise required by applicable Lawlaw, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case Purchasers, the Purchaser will provide written notice to Companies, the Seller Companies’ Subsidiaries and each of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and their Affiliates shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify take any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) position with respect to the acquisition Taxes of any of the Acquired Entities without Companies or the prior written consent Companies’ Subsidiaries that reasonably could be expected to adversely affect the Tax liability of any of the Seller (which Companies or the Seller may grant or withhold Companies’ Subsidiaries in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective a taxable period ending on or prior to the Closing Date which could increase unless the Seller’s liability for Taxes Sellers have consented in writing to such action, such consent not to be unreasonably withheld or delayed. (including any liability b) The Purchasers in their sole discretion shall determine whether to make an election under Section 338 of the Seller Code with respect to indemnify any of the Purchaser for Taxes pursuant to Companies and the transactions contemplated under this Agreement). Following the Closing, the Seller will The Sellers shall cooperate in good faith cooperate to assist the Purchasers in determining whether to make an election under Section 338 of the Code with respect to any of the Purchaser Companies and the transactions contemplated under this Agreement, including, upon request from the Purchasers, promptly providing any relevant information to the Purchasers, including the Sellers’ tax bases in the stock of the Companies, the fair market value of the Companies’ assets and the Companies’ tax bases in their assets. In the event that the Purchasers desire to make an election under Section 338 of the Code with respect to any of the Companies and the transactions contemplated under this Agreement, to the extent reasonably requested required by Law, the Purchasers and the Sellers shall jointly file, or permit to be jointly filed, any such elections under Section 338 of the Code; provided, however, that if the Taxes imposed on the Sellers after the making of a Section 338 election exceed the Taxes that would have been imposed on the Sellers if no such Section 338 election had been made, the Purchasers will reimburse each Seller the dollar amount by which the Taxes imposed on that Seller after the making of an effective Section 338 election exceeds the Taxes that would have been imposed on that Seller if no such Section 338 election had been made. At the Sellers’ request, at Closing the Purchasers shall sign any elections under Section 338 of the Code contemplated by this Section 7.4(d) as prepared by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodSellers.

Post-Closing Actions. The Purchaser Neither Acquiror nor any of its Affiliates shall not, and (or shall not cause or permit the Company Group or any of its Affiliates Subsidiaries to), without the express written consent of Seller (including unless otherwise required by applicable Law) (i) make any election under Section 338 of the Acquired EntitiesCode with respect to the acquisition of the Company Group and its Subsidiaries, (ii) toamend, take refile or otherwise modify any action during Tax Return relating in whole or in part to any Pre-Closing Tax Period (or with respect to any Straddle Period) of the Company Group or any of its Subsidiaries, (iii) carry back to a Pre-Closing Tax Period any item on the income Tax Return of the Company Group or any of its Subsidiaries for a tax period ending after the Closing Date, (iv) make, or cause to be made, any Tax election, or adopt or change any method of accounting in each case that would be retroactive to a Pre-Closing Tax Period (or portion thereof for any Straddle Period), or undertake any extraordinary action after the Closing on the Closing Date, that would reasonably be expected to materially adversely affect Seller’s liability for Taxes hereunder, including (A) reporting any transaction related deduction pursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or (B) electing to ratably allocate items pursuant to an election under Treasury Regulations Section 1.1502-76(b)(2) (or any corresponding or similar provision of state, local or non-U.S. Tax Law). Neither Acquiror nor any of its Affiliates shall (or shall cause or permit the Company Group or any of its Subsidiaries to), without the express written consent of Seller (A) initiate any discussion with any Governmental Authority regarding Taxes of the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period outside of the ordinary course of business, (B) enter into any “voluntary disclosure agreement” or make similar agreement with any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) Governmental Authority with respect to the acquisition Taxes of the Acquired Entities without the prior written consent Company Group or any of the Seller (which the Seller may grant its Subsidiaries for any Pre-Closing Tax Period or withhold in its sole and absolute discretion), Straddle Period or (iiC) any election provided under U.S. federal, state file past due Tax Returns for a Pre-Closing Tax Period for the Company Group or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of its Subsidiaries in a jurisdiction where the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsame has not previously filed Tax Returns.

Post-Closing Actions. The Purchaser shall notExcept pursuant to the procedures described in Section 5.19(a), and Acquiror shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities Company or any Company Subsidiary to) file, amend, re-file or otherwise modify any Tax return for Return or Tax election of the Company or any period Company Subsidiary with respect to any Pre-Closing Tax Period or Straddle Period that includes, or ends on or prior to, is reasonably likely to result in any of the Closing Date, in each caseCompany Holders’ having indemnification obligation pursuant to this Agreement, without the Seller’s prior written approval consent of the Company Holders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event Acquiror intends to initiate any voluntary disclosure agreement or similar program (a “VDA”) with any Tax Authority with respect to the Company or Company Subsidiary for any Pre-Closing Tax Period or Straddle Period that is reasonably likely to result in any of the Company Holders’ having indemnification obligation pursuant to this Agreement, (i) prior to initiation, Acquiror shall provide notice to Company Holders’ Agent of such VDA and shall provide the Company Holders’ Agent with a reasonable opportunity to obtain advice of legal counsel or an accounting firm regarding the subject matter of such VDA, (ii) Acquiror will consult in good faith with the Company Holders’ Agent with respect to such VDA, (iii) the Company Holders’ Agent will be entitled to participate (at the Company Holders’ expense) in, but not control or conduct, any proceedings related to such VDA, and (iv) Acquiror shall not settle or resolve such VDA in a manner that would materially and adversely affect the Company Holders without the prior written consent of the Company Holders’ Agent (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser ; provided that, notwithstanding anything in this Section 5.19(e) to the contrary, Acquiror shall not make, and shall cause its Affiliates (including initiate such VDA if the Acquired Entities) not Company Holders’ Agent provides to make, (i) any election under Section 338 Acquiror an opinion of Armxxxxx XXP or a nationally recognized legal counsel or an accounting firm reasonably acceptable to Acquiror that the U.S. Internal Revenue Code (original reporting position or treatment by the “Code”) (Company or any comparable election under the Law of any U.S. state or local jurisdiction) Company Subsidiary with respect to the acquisition subject matter of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect VDA is more likely than not to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsustained upon audit.

Post-Closing Actions. The Purchaser (i) Notwithstanding any provision of this Agreement to the contrary, Acquiror shall notbe entitled to control and take any actions it deems appropriate with respect to amending any previously filed Tax Returns for a Pre-Closing Tax Period, filing Tax Returns for a Pre-Closing Tax Period in a jurisdiction where the Company has not historically filed Tax Returns, and initiating discussions or examinations with any Governmental Entity regarding Taxes with respect to any Pre-Closing Tax Period; provided that, Acquiror shall (A) allow the Company Holders’ Agent to participate in any such proceeding and (B) not cause settle or permit compromise of any such proceeding without the prior consent of the Company Holders’ Agent (such consent not to be unreasonably withheld, conditioned, or delayed). (ii) Neither Acquiror nor any of its Affiliates shall or shall cause the Company to (including the Acquired Entitiesx) to, take make or change any action during Tax elections that are effective for a Pre-Closing Tax Period or (y) change any Straddle Period, outside of the ordinary course of business, accounting method or make adopt any election, convention that could increase the Seller’s liability for Taxes shifts taxable income from a period beginning (including any liability of the Seller or deemed to indemnify the Purchaser for Taxes pursuant to this Agreementbegin) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to after the Closing Date to a taxable period (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15portion thereof) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends ending on or prior to, before the Closing Date or shifts deductions or losses from a Pre-Closing Tax Period (or portion of a Straddle Period ending on the Closing Date) to a period beginning (or deemed to begin) after the Closing Date, in the case of each caseof clauses (x) and (y), without the Seller’s prior written approval consent of the Company Holders’ Agent (which shall such consent not to be unreasonably withheld, conditioned or delayed). The Purchaser In addition, Acquiror and its Affiliates shall not make, make and shall not cause its Affiliates (including the Acquired EntitiesCompany to make an election pursuant to Sections 338 or 336(e) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodMerger.

Post-Closing Actions. The Purchaser shall not, and Buyer shall not cause or permit its Affiliates (including any of the Acquired Entities) to, Companies' to take any action during any Straddle Period, on the Closing Date outside of the ordinary course of business, or make any election, business that could increase the Seller’s 's liability for Taxes (including any liability of the Seller to indemnify the Purchaser Buyer for Taxes pursuant to this Agreement) except in each case as may be and neither the Buyer nor any affiliate of the Buyer shall (or shall cause or permit any of the Acquired Companies), unless required by applicable Law, this Agreement law or pursuant to a closing agreement as defined in Section 7121 of the Code (or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller corresponding provision of such action foreign, state or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such electionlocal law). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for Return relating in whole or in part to any of the Acquired Companies, with respect to any period that includes, (or ends portion thereof) ending on or prior to, before the Closing Date, in each caseDate or any Straddle Period Return, without the Seller’s prior written approval (permission of the Seller Representative Committee, which permission shall not be unreasonably withheld, conditioned or delayed). The Purchaser Seller shall not makebe entitled to retain, and shall cause its Affiliates (including or receive reasonably prompt payment from the Buyer or any of the Acquired Entities) not to makeCompanies of, (i) any election under Section 338 of refund or the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law benefit of any U.S. state or local jurisdictioncredit (when actually realized) with respect to the acquisition Taxes of the Acquired Entities Companies (including, without limitation, refunds and credits arising by reason of amended Tax Returns filed after the prior written consent of the Seller (which the Seller may grant Closing Date or withhold in its sole and absolute discretion), or (iiotherwise) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities any Tax period (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective portion thereof) ending on or prior to the Closing Date which could increase (except to the Seller’s liability for Taxes extent such refund or credit is attributable to the carryback of any net operating loss, capital loss, credit, or similar tax attribute, arising in a taxable period (including or portion thereof) beginning after the Closing Date), actually received by the Buyer or any liability of its Affiliates (including, without limitation, the Seller to indemnify the Purchaser for Taxes pursuant to this AgreementAcquired Companies). Following the Closing, the Seller will in good faith The Buyer and its Affiliates shall reasonably cooperate with the Purchaser Seller in obtaining any refund to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on which the Seller during any Straddle Periodis entitled under this Section.

Post-Closing Actions. The Purchaser Buyer shall not, and shall not cause permit any of its Affiliates to, make any election under Treasury Regulation 301.7701-3 (or any analogous or similar state or local, or foreign law or regulation) for any of the Acquired Companies effective on or before the Closing Date. Except as required by applicable law determined by a court, Buyer shall not, and shall not permit the Acquired Companies to, (i) take any action on or after the Closing Date other than in the Ordinary Course of Business, including but not limited to the sale of any assets or the payment of any dividend or distribution or the effectuation of any redemption, that could give rise to any Tax liability of Seller or any Affiliate of Seller, or indemnification obligation of Seller under Article VII or Article VIII, or (ii) make or change any material Tax election, amend any Tax Return, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action could have the effect of increasing the Tax liability or reducing any Tax benefit of Seller or any Affiliate of Seller, without the prior written permission of Seller, which may be withheld in Seller’s sole discretion. Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its Affiliates (including the Acquired EntitiesCompanies) toof, take any action during any Straddle Period, outside of the ordinary course of business, refund or make any election, that could increase the Seller’s liability for credit with respect to Taxes (including any liability refunds and credits arising by reason of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to amended Tax Returns filed after the Closing (in which case the Purchaser will provide written notice to the Seller of such action Date or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdictionotherwise) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller any Tax period (which the Seller may grant or withhold in its sole and absolute discretion), or (iiportion thereof) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective ending on or prior to the Closing Date which could increase related to the Seller’s liability for Taxes Acquired Companies, actually received by Buyer or any of its Affiliates (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodCompanies).

Post-Closing Actions. The Purchaser Buyer Parties and their respective Affiliates (including on or after the Closing, the Company and its Subsidiaries) shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes unless otherwise reasonably required pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) amend a Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period, (ii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or its Subsidiaries for a Pre-Closing Tax Period, (iii) file any ruling or request with any Tax Authority that relates to Taxes or Tax Returns of the Company or its Subsidiaries for a Pre-Closing Tax Period, or (iv) make any Tax election with respect to the Company or its Subsidiaries (including an election under Section 336 or Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law similar provision of any U.S. non-U.S., state or local jurisdictionlaw) with respect to that relates to, or is retroactive to, a Pre-Closing Tax Period, in the acquisition case of each of the Acquired Entities preceding clauses (i) through (iv), if any such action could reasonably be expected to increase the liability of the Sellers for Taxes under this Agreement without the prior written consent of the Seller Sellers’ Representative, not to be unreasonably withheld or delayed; provided, however, that, notwithstanding anything to the contrary in the foregoing, Buyer or its Affiliates (which including on or after the Seller Closing, the Company and its Subsidiaries) (A) may grant or withhold in its sole and absolute discretion), or (iimake an election pursuant to Section 338(g) any election provided under U.S. federal, state or local Law of the Code with respect to the Acquired Entities Company and any of its non-U.S. Subsidiaries and (including B) may amend a Tax Return of the Company or its Subsidiaries and/or file any election pursuant ruling or request with any Tax Authority that relates to U.S. Treasury Regulation Section 301.7701Taxes or Tax Returns of the Company or its Subsidiaries, in each case with respect to sales Taxes or value added Taxes for a Pre-3)Closing Tax Period; provided, which election would be effective on further, that with respect to any such amended Tax Return or prior to the Closing Date. Notwithstanding the foregoingany such ruling or request covered by clause (B) above, the Purchaser Buyer Parties shall notkeep the Sellers’ Representative reasonably informed of, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will consider in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring comments of the PurchaserSellers’ Representative with respect to, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsuch matters.

Post-Closing Actions. The Unless written consent is obtained from the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) or Parent and Purchaser are otherwise required by Tax-related Legal Requirements, Parent and Purchaser shall notnot take (and following the Closing, Parent and Purchaser shall prevent the Acquired Companies and any of their Affiliates from taking) the following actions if such actions could reasonably be expected to result in an indemnity claim under this Agreement or otherwise affect the Taxes of the Selling Shareholders: (i) amend or cause the amendment of any Tax Return of the Acquired Companies relating to a Pre-Closing Tax Period; (ii) make or change any Tax election regarding the Acquired Companies with respect to a Pre-Closing Tax Period; (iii) file any Tax Return of the Acquired Companies with respect to a Pre-Closing Tax Period in any jurisdiction if the Acquired Companies did not file a comparable Tax Return involving similar Tax items in such jurisdiction in the immediately preceding Tax period; (iv) initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a Governmental Body regarding any Tax (whether asserted or unasserted) or Tax Return with respect to the Acquired Companies relating to a Pre-Closing Tax Period, or (v) any other action that is reasonably expected to have the effect of increasing the Tax liability of a Selling Shareholder for a Pre-Closing Tax Period with respect to its ownership of the Acquired Companies. For the avoidance of doubt, Parent and Purchaser shall not make (or cause or permit its Affiliates (including to be made) an election pursuant to Section 338(g) of the Code with respect to the Acquired Entities) to, take any action during any Straddle Period, outside Companies in connection with the purchase and sale of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes Distributed Interests pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval consent of the Sellers’ Representative (which shall such consent not to be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case Except as may be otherwise required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and Buyer shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which i) file, or allow to be filed, any amended Tax Return of the Seller may grant Company or withhold Connextions HCI for a Pre-Closing Period or a Straddle Period, (ii) apply to any Tax authority for any binding or non-binding opinion, ruling, or other determination with respect to the Company or Connextions HCI in its sole and absolute discretionrelation to any act, matter, or transaction that relates to any Pre-Closing Period, (iii) make or change any Tax election with respect to the Company or Connextions HCI for a Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date (including any election under Section 336(e) or Section 338 of the Code, or under any analogous or similar rules in any relevant Tax jurisdiction), or (iiiv) take any election provided under U.S. federal, state action or local Law enter into any transaction that would result in an increase in the Tax liability of the Company or Connextions HCI with respect to any Pre-Closing Period or the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective portion of such Straddle Period ending on or prior to the Closing Date. Notwithstanding the foregoingBuyer shall be permitted to waive any carry-back for federal, the Purchaser shall notstate, and shall not cause local or permit the Acquired Entities tonon-U.S. Tax purposes of any net operating losses, make any election under foreign Law that would be effective on capital losses, Tax credits or prior to similar items arising in a Taxable period beginning after the Closing Date which could increase the Seller’s liability for Taxes (including to any liability Pre-Closing Period, or portion thereof, of the Company or Connextions HCI. To the fullest extent permitted by Law, Buyer agrees not to carry-back any losses of the Company or Connextions HCI to any Pre-Closing Periods of the Company or Connextions HCI, including by making or causing to be made an election under Treasury Regulations Section 1.1502-21(b)(3)(ii)(B). If necessary in order to prevent the reduction of U.S. federal income Tax asset basis or other U.S. federal income Tax attributes of the Company or Connextions HCI, Seller will file or cause to indemnify be filed a “Section 1.1502-36 Statement” (as defined in Treasury Regulations Section 1.1502-36(e)(5)) with the Purchaser timely filed U.S. federal consolidated income Tax Return for Taxes the consolidated group of which Seller is a member for the consolidated tax return year that includes the Closing Date making an election to reduce the tax basis, pursuant to this AgreementTreasury Regulations Section 1.1502-36(d)(6)(i)(A), in shares of the Company immediately before the transfer to Buyer (the “Section 1.1502-36 Election”). Following To the Closingextent permitted by Law, and provided it is consistent with the election described above, Seller will in good faith cooperate with the Purchaser make or cause to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring be made similar elections for purposes of the Purchaser, any of alternative minimum tax imposed under the Acquired Entities or the financing of any thereof that could have an Code. Seller further agrees to take all other such actions as may be required to give effect on the Seller during any Straddle Period.to such Section 1.1502-36

Post-Closing Actions. The Purchaser None of Newco, the Transferred DPP Companies or their Subsidiaries or any of their Affiliates shall not, and shall not cause (i) make any election or permit its Affiliates (including the Acquired Entities) to, take any other action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes business (including without limitation any liability election pursuant to Section 338 of the Seller to indemnify Code or any merger, conversion, liquidation or dissolution of any of the Purchaser for Taxes Transferred DPP Companies or their Subsidiaries) on the Closing Date after the Closing or (ii) amend any Tax Return prepared and filed by Delta pursuant to this AgreementSection 8.3(a) except hereof, in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (consent of Delta, which consent shall not be unreasonably withheld, conditioned or delayed. Solely for purposes of the previous sentence, any action taken effective as of the Closing Date or any day prior to the Closing Date shall be treated as having been taken on the Closing Date. Subject to Section 8.6(a), Delta agrees to reasonably cooperate with Newco to claim any refund arising from carrybacks from a Post-Closing Tax Period to a Pre-Closing Tax Period. The Purchaser shall not makeIn addition, from the Closing Date through the end of the calendar year that includes the Closing Date, Newco shall, and shall cause its Affiliates to, (including x) operate DPI Newco (as such term is defined in Section 4.3 of the Acquired EntitiesDelta Disclosure Schedule), DSM Pharmaceutical Products, Inc. and DSM Pharma Chemicals North America, Inc. in the ordinary course of business and (y) not take any action outside the ordinary course of business that would reasonably be expected to make, materially increase the “earnings and profits” (i) any election under within the meaning of Section 338 312 of the U.S. Internal Revenue Code (the “Code”) (of DPI Newco, DSM Pharmaceutical Products, Inc. or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion)DSM Pharma Chemicals North America, or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.Inc.

Post-Closing Actions. The Purchaser shall notFollowing the Closing, and shall not cause or permit its Affiliates (including the Acquired Entities1) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be unless otherwise required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to Law and would not create a material Tax Liability for the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includesSellers, or ends on or prior to, the Closing Date, (2) except as otherwise provided in each casethis Agreement, without the Seller’s prior written approval consent of the Sellers (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser , Buyer shall not makenot, and shall cause its Affiliates (including the Acquired Entities) not to maketo, (i) amend, refile, revoke or otherwise modify any Tax Return or Tax election under Section 338 with respect to a Pre-Closing Tax Period, (ii) make any Tax election or change any accounting period or method with retroactive effect to any Pre-Closing Tax Period, (iii) take any action to extend the applicable statute of the U.S. Internal Revenue Code limitations with respect to any Tax Return for a Pre-Closing Tax Period, (the “Code”iv) surrender any right to claim a refund of Taxes for any Pre-Closing Tax Period, (v) take any similar action relating to Taxes for any Pre-Closing Tax Period or (vi) initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a Governmental Authority regarding any comparable election under Tax Return with respect to a Pre-Closing Tax Period, in each case, to the Law of extent such action would adversely affect the Sellers. In connection with any U.S. state or local jurisdiction) Proceeding by the IRS with respect to the acquisition Company or any of its Subsidiaries for any Pre-Closing Tax Period, the Sellers shall, to the extent the Company is eligible to make such elections under the Code and applicable Treasury Regulations, (i) (A) cause and permit the Company to elect under Section 6221(b) of the Acquired Entities without the prior written consent Code and (B) take all actions (such as filings, disclosures and notifications) to make Subchapter C of Chapter 63 of Subtitle F of the Seller (which Code inapplicable to the Seller may grant or withhold in its sole and absolute discretion), Company or (ii) in the event that the Company cannot so opt-out of Subchapter C of Chapter 63 of Subtitle F of the Code, (A) cause and permit the Company to elect under Section 6226(a) of the Code and (B) take all actions (such as filings, disclosures and notifications) such that all Tax adjustments are taken into account by the Sellers and/or former equityholders in the Company as provided in Section 6226(b) of the Code, provided, that, if Buyer or an Affiliate of Buyer has the sole authority to cause either such election to be made, the Sellers shall cooperate with Buyer in making such election. Similar principles shall apply to any election provided under U.S. federal, state or local Law Proceeding by any other Governmental Authority and to any Proceeding by any Governmental Authority with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodSubsidiary.

Post-Closing Actions. The Purchaser (i) Notwithstanding anything else in this Agreement, after the Closing, Parent shall notbe entitled to cause the Company and its Subsidiaries to effect the repayment, unwinding or other settlement of any intercompany position described in clause (d) of the definition of Indemnified Taxes (including for this purpose any transfer, distribution, contribution or other transaction it determines appropriate in connection with such settlement, and including for this entering into any voluntary disclosure or similar Tax arrangement with a Governmental Authority pursuant to any program or initiative instituted by such Governmental Authority), and such actions shall in no event limit any indemnification recoveries available to Parent or its Affiliates pursuant to Section 9.2(a)(iii) of this Agreement. With respect to any action described in the immediately preceding sentence that would result in an indemnification claim pursuant to Section 9.2(a)(iii) in excess of $350,000, Parent shall provide to the Shareholder Representative at least 10 Business Days prior notice of Parent’s intent to take or cause the taking of such action, shall provide an estimate (if reasonably available) of the amount of any Losses indemnifiable pursuant to Section 9.2(a)(iii) with respect to the taking of such action, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take consider any action during any Straddle Period, outside comments of the ordinary course Shareholder Representative with respect to such action in good faith. (ii) Without limiting the provisions of businessSection 6.16(e)(i), or make any electionwhich shall control with respect to the matters described therein, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing earlier of (i) the end of the Escrow Period and (ii) the date on which no portion of the Escrow Stock Amount remains in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof Indemnity Escrow Account, Parent shall not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities any Person to, ) (a) amend, re-file or otherwise modify supplement any Tax return Return of the Company and its Subsidiaries with respect to a Pre-Lockbox Tax Period; (b) make any Tax election with respect to the Company and its Subsidiaries for a Pre-Lockbox Tax Period; or (c) initiate or enter into any period that includes, voluntary disclosure agreement or ends on program or prior to, similar arrangement with any Tax authority regarding any Tax or Tax Return of the Closing DateCompany and its Subsidiaries with respect to a Pre-Lockbox Tax Period which, in each case, without the Seller’s prior written approval (which shall not would reasonably be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not expected to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect give rise to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes Parent Indemnified Parties pursuant to this AgreementSection 9.2(a)(iii). Following For the Closingavoidance of doubt, the Seller will provisions of this Section 6.16(e)(ii) shall not prevent Parent from taking or causing another person to take any of the actions enumerated in good faith cooperate with the Purchaser this section 6.16(e)(ii) to the extent reasonably requested by the Purchaser, Parent will not make an indemnity claim with respect to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsuch action.

Post-Closing Actions. The Purchaser shall not, (a) Borrower will and shall not will cause or permit its Affiliates (including the Acquired Entities) each other Restricted Person to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, : (i) deliver to Administrative Agent copies of each notice, document or other information or communication delivered between the parties under or in connection with the Acquisition Documents which relates to any election under Section 338 matter which could materially and adversely affect the Collateral or the rights of the U.S. Internal Revenue Code (the “Code”) (or any comparable election Lender Party under the Law Loan Documents, including without limitation, any notice or request relating to a corrective action regarding rights-of-way or other property interests or relating to any indemnities; and (ii) in the event of any U.S. state post-closing action pursuant to the Acquisition Documents which may affect the completeness or local jurisdiction) accuracy of any Security Document or affect the Collateral (specifically including but not limited to any modification or supplement with respect to the acquisition of Illinois pipeline system rights-of-way conveyed to any Restricted Person pursuant to the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretionXxxxxxxx Permian Acquisition Documents), or (ii) concurrently with any election provided under U.S. federalsuch post-closing action, state or local Law with respect deliver to Administrative Agent any and all amendments to the Acquired Entities Security Documents and other documents or instruments duly executed and in form and substance acceptable to Administrative Agent which Administrative Agent may require in connection with such post-closing action. (including b) In connection with any election post-closing action pursuant to U.S. Treasury Regulation Section 301.7701-3)the Acquisition Documents referred to subsection (a) of this Section, which election would be effective on or prior upon receipt by Administrative Agent of evidence satisfactory to Administrative Agent that a Restricted Person is required pursuant to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause Xxxxxxxx Permian Acquisition Documents or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior it is otherwise desirable for a Restricted Person pursuant to the Closing Date Xxxxxxxx Permian Acquisition Documents to reconvey to Marathon Ashland Petroleum LLC or any of its Affiliates any rights-of-way or other interests which could increase were incorrectly conveyed to such Restricted Person, Administrative Agent shall execute and deliver to such Restricted Person such releases as may be reasonably required by such Restricted Person in order to permit such a reconveyance in compliance with the Seller’s liability for Taxes (including any liability Xxxxxxxx Permian Acquisition Documents. Each Lender Party hereby consents to such releases of the Seller Collateral from time to indemnify the Purchaser for Taxes time by Administrative Agent pursuant to this Agreement). Following subsection. (c) Borrower will and will cause each other Restricted Person to use its reasonable best efforts to prepare and deliver to Administrative Agent right-of- way alignment maps reflecting the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring main line segments of the Purchaserpipelines constituting "Major Pipelines and Terminals" (as such term is defined in the Xxxxxxxx Permian Acquisition Documents) and identifying the specific easements or right-of-way documents covering each portion of such pipeline location (the "Alignment Maps"), any of the Acquired Entities such Alignment Maps to be prepared and delivered under a procedure and schedule acceptable to Administrative Agent in its reasonable discretion, provided that Borrower and each other Restricted Person will use its best efforts to cause all such Alignment Maps to be prepared and delivered to Administrative Agent on or the financing of any thereof that could have an effect on the Seller during any Straddle Periodbefore May 30, 2000.

Post-Closing Actions. The Purchaser (a) Seller shall not, deliver to ADMA and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide Buyer written notice to the Seller of such action or election and the consequences thereof not less than fifteen at least ten (1510) Business Days prior to taking bringing any Action against any customer, supplier or business relation of ADMA or Buyer and shall reasonably cooperate with ADMA and Buyer to mitigate any potential for adverse consequences arising from any such action Action; provided, that the foregoing shall not prohibit Seller from bringing such Action if the parties are not otherwise able to amicably resolve the applicable dispute prior to the end of such ten (10) Business Day period. (b) If, after the Closing, (i) Seller becomes aware that Seller or making such election). The Purchaser an Affiliate thereof is in possession of a Purchased Asset or any other Asset that should have been a Purchased Asset hereunder because it relates exclusively to, or is used exclusively in, the Biotest Therapy BU or (ii) Buyer becomes aware that Buyer or an Affiliate thereof is in possession of an Excluded Asset, each of Seller, ADMA and Buyer shall notuse (and cause their respective Affiliates to use) their respective commercially reasonable efforts, to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, in the most expeditious manner practicable, to convey, transfer, assign and deliver to Buyer or Seller, as applicable, the Purchased Asset or Excluded Asset, as applicable. Without limiting the generality of the foregoing, such Parties shall obtain all Required Consents and all other consents, waivers, authorizations and approvals from Governmental Authorities or from any other Person that are not cause Required Consents but required in connection with the execution, delivery and performance by any Party of this Agreement, the Commercial Agreements, the Other Agreements or permit the Acquired Entities Equity Documents and the consummation by the Parties of the Transactions, and the Parties shall also make all filings with, and give all notices to, amendthird parties that may be necessary or reasonably required on its part in order to effect such conveyance, re-file or otherwise modify any Tax return for any period that includestransfer, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed)assignment and delivery hereunder. The Purchaser shall not makeEach of Buyer and Seller shall, and shall cause its respective Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior at the request of another Party, execute and deliver to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closingsuch other Party all such further instruments, the Seller will assignments, assurances and other documents as such other Party may reasonably request in good faith cooperate connection with the Purchaser to the extent reasonably requested by the Purchasersuch conveyance, to determine the consequences of any proposed restructuring of the Purchasertransfer, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodassignment and delivery.

Post-Closing Actions. The Purchaser shall notAfter the Closing and until the later of (i) the expiration of the General Survival Period and (ii) the release of all Escrowed Shares retained under the Escrow Agreement for claims for indemnification asserted under Article VIII of the Merger Agreement with respect to Taxes, and without the prior written consent of the Representative (which consent shall not cause be unreasonably withheld, conditioned or permit its Affiliates (including the Acquired Entities) todelayed), take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser Parent shall not, and shall not cause or permit the Acquired Entities Surviving Corporation to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, : (i) amend, supplement or refile any election under Section 338 Tax Returns of the U.S. Internal Revenue Code Company for a Pre-Closing Period, (the “Code”ii) (make, change or revoke any comparable Tax election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion)Company for a Pre-Closing Period, or (iiiii) file or submit any election provided voluntary disclosure or similar agreements with any Governmental Entity relating to Taxes of the Company for a Pre-Closing Period, (iv) cause the Surviving Corporation to take any action on the Closing Date after the Closing outside the Ordinary Course of Business that is not expressly contemplated by this Agreement or any Transaction Document, (v) compromise or settle any Tax liability relating to a Pre-Closing Period, in each case to the extent the foregoing could reasonably be expected to increase the Pre-Closing Taxes for which the Escrow Beneficiaries are responsible for indemnification under Section 8.1, or (vi) agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Companies for any Pre-Closing Period. For the avoidance of doubt, it shall be unreasonable for the Representative to withhold, condition or delay its consent to any action in this Section 6.4(f) that is required by Law or reasonably determined by Parent’s accountants to be necessary (a) to avoid the filing of a Schedule UTP (Form 1120) (or similar Tax disclosure under state, local or non-U.S. federalLaw), state (b) to avoid or mitigate the imposition of penalties under Section 6662 of the Code or any comparable provisions of state, local Law or non-U.S. applicable Law, or (c) to avoid maintaining a reserve on Parent’s financial statements with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodapplicable Tax liability.

Post-Closing Actions. The Purchaser (a) Neither Buyer nor any of its Affiliates shall, or shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) any Transferred Subsidiaries to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreementi) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return Return of any Transferred Subsidiary for any period that includesPre-Closing Tax Periods, (ii) make any Tax election with retroactive effect to a Pre-Closing Tax Period of a Transferred Subsidiary, or ends on (iii) initiate any voluntary contact (including through any voluntary disclosure program) with any Governmental Entity in respect of Taxes or prior to, the Tax Returns of a Transferred Subsidiary for any Pre-Closing DateTax Period, in each case, without the Seller’s prior written approval (consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall ; provided that it will be deemed unreasonable to not makeprovide consent where such action is required by applicable Law. (b) Neither Seller nor Buyer nor any of their respective Affiliates shall, and or shall cause its Affiliates (including the Acquired Entities) not to makeor permit any Transferred Subsidiaries to, (i) undertake any election under Section 338 action that is in violation of the U.S. Internal Revenue Code (restrictions set forth in Section 6.3(b) of the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) Seller Disclosure Schedule with respect to the acquisition transactions listed therein (the “Tax-Free Transactions”) or file any Tax Return inconsistent with that set forth for the Tax-Free Transactions (except as required by a “determination” (if any) within the meaning of Section 1313(a) of the Acquired Entities Code or any similar provision of state, local, or foreign Tax law), provided that Seller shall reasonably cooperate and provide Buyer with such documentation and support necessary to allow Buyer to file or cause to be filed all such Tax Returns with a “more likely than not” or greater level of comfort. If a violation by Buyer or its Affiliates of this Section 6.3(b) results in any Taxes imposed on Seller or its Affiliates with respect to the Tax-Free Transactions, Buyer shall indemnify Seller for such Taxes, with any such indemnity reduced to take into account any applicable Tax Benefit in the manner described in Section 9.2 and Section 9.3. (c) No election under Section 338(g) or Section 338(h)(10) of the Code shall be made with respect to any Transferred Subsidiary in connection with the Acquisition or the Pre-Closing Reorganization without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.