Common use of Post-Closing Activities Clause in Contracts

Post-Closing Activities. (a) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(a), the Acquired Companies) shall not engage in any transaction with or involving any Acquired Company or take any action outside the ordinary course of business with or involving any Acquired Company unless (i) Sellers have received from Purchaser an opinion of counsel mutually agreed to by the parties that such transaction would not result in an increase in the earnings and profits (as defined in Code Section 964) of any of the Acquired Companies (or their successors), (ii) Sellers otherwise consent in writing or (iii) Purchaser takes all steps that are necessary to completely eliminate all current or accumulated earnings and profits (as defined in Code Section 964) of the Acquired Company that takes such action or engages in such transaction. (b) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(b), the Acquired Companies) shall not engage in any transaction outside the ordinary course of business consistent with past practices while owned by Sellers which would result in any of the Acquired Companies (or a successor to such company) recognizing income that would be treated as Subpart F Income or engage in any transaction (even if in the ordinary course of business) that would result in an Acquired Company that is not an Operating Company recognizing any income that would be Subpart F Income (other than the investment of existing cash reserves and cash from operations); provided, that Purchaser shall not be deemed in breach of this requirement if prior to entering a transaction it obtained (i) an opinion of counsel mutually agreed to by the parties that such transaction will not result in the recognition of Subpart F Income, (ii) the prior written consent of Sellers or (iii) Purchaser takes such steps as are necessary to completely eliminate any Subpart F Income to the Seller with respect to transactions occurring after the Closing Date. (c) Purchaser has no present plan or intention to (i) liquidate, dissolve or merge any Netherlands BV it directly or indirectly acquires from Sellers, (ii) transfer ownership of any of the Acquired Companies; or (iii) cause any Netherlands BV to distribute or otherwise disavow itself of ownership of any of the Operating Companies directly or indirectly owned by it on the Closing Date. Purchaser further agrees that it will not take any of the actions set forth in clauses (i), (ii) or (iii) of the previous sentence prior to January 1 of the second year following the applicable Closing Date with respect to a particular Operating Company unless (i) such action was not reasonably foreseeable at the Closing Date with respect to a particular Operating Company or (ii) there is a significant intervening event that was not foreseen on such Closing Date. (d) Purchaser presently intends to and will, unless some event occurs that is not reasonably foreseeable as of the Closing Date, cause each Netherlands BV and each Operating Company to continue to hold directly, or to the extent held indirectly as of the Closing Date, indirectly, a significant portion of the assets held by it on the applicable Closing Date (without taking into account distributions made pursuant to Section 6.35). (e) Purchaser will not make an election under Code Section 338 with respect to any of the Acquired Companies. (f) Purchasers shall file or cause to be filed all Tax Returns due after the Closing Date for the Acquired Companies and shall pay all Taxes shown as due and owing on such Tax Returns except to the extent that such Taxes would be indemnified by Sellers pursuant to Section 10.2(a)(v) or (vi). Any Tax Return required to be prepared by Purchasers or one of the Acquired Companies but for which Sellers may be responsible for the payment of any Taxes thereon shall be provided to Sellers at least thirty (30) days prior to filing and shall be subject to the reasonable comments of Sellers. (g) Any Tax Return prepared by Purchaser which includes or is based on the operations, ownership, assets or activities of any Acquired Company for any period for which Seller is required to indemnify Purchaser pursuant to this agreement shall be prepared in accordance with past Tax accounting and other practices used by the Acquired Companies, Sellers or Seller Parent with respect to the Tax Returns in question (unless such past practices are no longer permissible under applicable Tax law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under applicable Tax law), in accordance with reasonable practices selected by Purchaser with the consent of Seller, such consent not to be unreasonably withheld or delayed.

Post-Closing Activities. (a) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section SECTION 6.33(a), the Acquired Companies) shall not engage in any transaction with or involving any Acquired Company or take any action outside the ordinary course of business with or involving any Acquired Company unless (i) Sellers have received from Purchaser an opinion of counsel mutually agreed to by the parties that such transaction would not result in an increase in the earnings and profits (as defined in Code Section 964) of any of the Acquired Companies (or their successors), (ii) Sellers otherwise consent in writing or (iii) Purchaser takes all steps that are necessary to completely eliminate all current or accumulated earnings and profits (as defined in Code Section 964) of the Acquired Company that takes such action or engages in such transaction. (b) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section SECTION 6.33(b), the Acquired Companies) shall not engage in any transaction outside the ordinary course of business consistent with past practices while owned by Sellers which would result in any of the Acquired Companies (or a successor to such company) recognizing income that would be treated as Subpart F Income or engage in any transaction (even if in the ordinary course of business) that would result in an Acquired Company that is not an Operating Company recognizing any income that would be Subpart F Income (other than the investment of existing cash reserves and cash from operations); providedPROVIDED, that Purchaser shall not be deemed in breach of this requirement if prior to entering a transaction it obtained (i) an opinion of counsel mutually agreed to by the parties that such transaction will not result in the recognition of Subpart F Income, (ii) the prior written consent of Sellers or (iii) Purchaser takes such steps as are necessary to completely eliminate any Subpart F Income to the Seller with respect to transactions occurring after the Closing Date. (c) Purchaser has no present plan or intention to (i) liquidate, dissolve or merge any Netherlands BV it directly or indirectly acquires from Sellers, (ii) transfer ownership of any of the Acquired Companies; or (iii) cause any Netherlands BV to distribute or otherwise disavow itself of ownership of any of the Operating Companies directly or indirectly owned by it on the Closing Date. Purchaser further agrees that it will not take any of the actions set forth in clauses (i), (ii) or (iii) of the previous sentence prior to January 1 of the second year following the applicable Closing Date with respect to a particular Operating Company unless (i) such action was not reasonably foreseeable at the Closing Date with respect to a particular Operating Company or (ii) there is a significant intervening event that was not foreseen on such Closing Date. (d) Purchaser presently intends to and will, unless some event occurs that is not reasonably foreseeable as of the Closing Date, cause each Netherlands BV and each Operating Company to continue to hold directly, or to the extent held indirectly as of the Closing Date, indirectly, a significant portion of the assets held by it on the applicable Closing Date (without taking into account distributions made pursuant to Section SECTION 6.35). (e) Purchaser will not make an election under Code Section 338 with respect to any of the Acquired Companies. (f) Purchasers shall file or cause to be filed all Tax Returns due after the Closing Date for the Acquired Companies and shall pay all Taxes shown as due and owing on such Tax Returns except to the extent that such Taxes would be indemnified by Sellers pursuant to Section 10.2(a)(v) or (vi). Any Tax Return required to be prepared by Purchasers or one of the Acquired Companies but for which Sellers may be responsible for the payment of any Taxes thereon shall be provided to Sellers at least thirty (30) days prior to filing and shall be subject to the reasonable comments of Sellers. (g) Any Tax Return prepared by Purchaser which includes or is based on the operations, ownership, assets or activities of any Acquired Company for any period for which Seller is required to indemnify Purchaser pursuant to this agreement shall be prepared in accordance with past Tax accounting and other practices used by the Acquired Companies, Sellers or Seller Parent with respect to the Tax Returns in question (unless such past practices are no longer permissible under applicable Tax law), and to the extent any items are not covered by past practices (or in the event such past practices are no longer permissible under applicable Tax law), in accordance with reasonable practices selected by Purchaser with the consent of Seller, such consent not to be unreasonably withheld or delayed.

Post-Closing Activities. (a) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(a), the Acquired Companies) shall not engage in any transaction with or involving any Acquired Company or take any action outside the ordinary course of business with or involving any Acquired Company unless (i) Sellers have received from Purchaser an opinion of counsel mutually agreed to by the parties that such transaction would not result in an increase in the earnings and profits (As soon as defined in Code Section 964) of any of the Acquired Companies (or their successors), (ii) Sellers otherwise consent in writing or (iii) Purchaser takes all steps that are necessary to completely eliminate all current or accumulated earnings and profits (as defined in Code Section 964) of the Acquired Company that takes such action or engages in such transaction. (b) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(b), the Acquired Companies) shall not engage in any transaction outside the ordinary course of business consistent with past practices while owned by Sellers which would result in any of the Acquired Companies (or a successor to such company) recognizing income that would be treated as Subpart F Income or engage in any transaction (even if in the ordinary course of business) that would result in an Acquired Company that is not an Operating Company recognizing any income that would be Subpart F Income (other than the investment of existing cash reserves and cash from operations); provided, that Purchaser shall not be deemed in breach of this requirement if prior to entering a transaction it obtained (i) an opinion of counsel mutually agreed to by the parties that such transaction will not result in the recognition of Subpart F Income, (ii) the prior written consent of Sellers or (iii) Purchaser takes such steps as are necessary to completely eliminate any Subpart F Income to the Seller with respect to transactions occurring reasonably practicable after the Closing Date: (i) Each related Purchaser and the Seller shall (A) with respect to Assets in litigation (including foreclosure), to the extent necessary or advisable, file appropriate pleadings with the court that will substitute Purchaser’s attorney for Seller’s attorney, and remove Seller as a party to the litigation and substitute Purchaser as the real party in interest; and (B) with respect to Mortgage Loans with respect to which the related mortgagor is in bankruptcy, mail to each of the Seller’s bankruptcy attorney, the Seller’s foreclosure attorney, the mortgagor’s attorney and the bankruptcy trustee a letter advising such attorney that the Seller has sold the Mortgage Loan on the related Closing Date to the related Purchaser. (c) Purchaser has no present plan or intention to (i) liquidate, dissolve or merge any Netherlands BV it directly or indirectly acquires from Sellers, (ii) transfer ownership of any of Each related Purchaser and the Acquired Companies; or (iii) cause any Netherlands BV to distribute or otherwise disavow itself of ownership of any of the Operating Companies directly or indirectly owned by it on the Closing Date. Purchaser further agrees that it will not take any of the actions set forth in clauses (i), (ii) or (iii) of the previous sentence prior to January 1 of the second year following the applicable Closing Date with respect to a particular Operating Company unless (i) such action was not reasonably foreseeable at the Closing Date with respect to a particular Operating Company or (ii) there is a significant intervening event that was not foreseen on such Closing Date. (d) Purchaser presently intends to and will, unless some event occurs that is not reasonably foreseeable as of the Closing Date, cause each Netherlands BV and each Operating Company to continue to hold directly, or to the extent held indirectly as of the Closing Date, indirectly, a significant portion of the assets held by it on the applicable Closing Date (without taking into account distributions made pursuant to Section 6.35). (e) Purchaser will not make an election under Code Section 338 with respect to any of the Acquired Companies. (f) Purchasers Seller shall file or cause to be filed filed, as and when required by law, all Tax Returns due after IRS forms 1099, 1099A, 1098 or 1041 and K-1 in relation to the Closing Date ownership of the Mortgage Loans for the Acquired Companies and shall pay all Taxes shown as due and owing on portion of such Tax Returns except to year the extent that such Taxes would be indemnified Mortgage Loans were owned by Sellers pursuant to Section 10.2(a)(v) or (vi). Any Tax Return required to be prepared by Purchasers or one of the Acquired Companies but for which Sellers may be responsible for the payment of any Taxes thereon shall be provided to Sellers at least thirty (30) days prior to filing and shall be subject to the reasonable comments of SellersSeller. (gb) Any Tax Return prepared by Not later than the first anniversary of the Closing Date, the Seller shall deliver to the related Purchaser which includes or is based on a statement setting forth any corrections to the operations, ownership, assets or activities of any Acquired Company for any period for which Seller is required to indemnify Purchaser pursuant to this agreement shall be prepared in accordance with past Tax accounting and other practices used amounts payable by the Acquired Companies, Sellers Seller or Seller Parent the related Purchaser with respect to the Tax Returns Assets but not included in question the amounts referred to in Section 12, together with the documentation relating to such corrections. (unless c) At any time, and from time to time after the related Closing Date, upon the reasonable request of a party hereto, and at the expense of such past practices are no longer permissible under applicable Tax law)party, the other party shall do, execute, acknowledge and deliver, and shall cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney and assurances as may be reasonably required in order to better assign, transfer, grant, convey, assure and confirm to Purchaser, and to collect any or all of the extent any items are not covered by past practices (Mortgage Loans, manage the REO Properties or in document its ownership to each of the event such past practices are no longer permissible under applicable Tax law), in accordance with reasonable practices selected by Purchaser with REO Properties as provided for herein or to effectuate the consent purpose and carry out the terms of Seller, such consent not to be unreasonably withheld or delayedthis Purchase Agreement.