Post-Closing Tax Actions. After the Closing, Buyer shall not, and Buyer shall cause its Affiliates (including the Acquired Companies) not to, without the prior written consent of Equityholders' Representative (not to be unreasonably withheld, conditioned or delayed), (i) other than Tax Returns that are filed pursuant to this Section 6.6, file or amend or otherwise modify any Tax Return for a Pre-Closing Tax Period, (ii) after the date any Tax Return filed pursuant to this Section 6.6 is filed, amend or otherwise modify any such Tax Return, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency for a Pre-Closing Tax Period other than in connection with a Tax Contest, (iv) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (v) make or initiate any voluntary contact with a Tax authority (including any voluntary disclosure agreement or similar process) regarding any Pre-Closing Tax Period. Notwithstanding the preceding sentence, if Buyer believes that applicable Legal Requirement affirmatively requires Buyer or the Acquired Companies to take an action described in clauses (i) through (v) of the preceding sentence (including any requirement due to the settlement or compromise of any audit or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies), Buyer shall deliver written notice of such belief and the legal basis for determining that such action (the "Proposed Action") is so affirmatively required to the Equiyholders' Representative and the Equityholders' Representative shall have twenty days to notify Buyer if it agrees or disagrees with such conclusion and the legal basis therefor; provided that if the Equityholders' Representative does not agree with Buyer's conclusion, then such disagreement shall be promptly submitted to, and resolved by, the Accounting Firm, who shall apply a "more likely than not" standard (with the fees and expenses of the Accounting Firm borne by Buyer unless the Accounting Firm agrees with Buyer's position, in which case such fees and expenses shall be borne by the Equityholders' Representative); provided further, that if the Accounting Firm determines that applicable Legal Requirement affirmatively requires any action described in clauses (i) through (v) to be taken, then Buyer shall have the right to take such action subject to the Equityholders' ...
Post-Closing Tax Actions. Parent shall not, and shall not cause or permit the Company or its Affiliates to (i) make or change any Tax election that has any retroactive effect on any Pre-Closing Tax Period (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), (ii) apply to any taxing authority for any binding or non-binding opinion, ruling, or other determination, or enter into any voluntary disclosure program or agreement with any Tax Authority regarding any Taxes or Tax Returns of the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period, (iii) amend or cause to be amended any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) extend or waive any statute of limitations or other period for the assessment of any Tax that relates to a Pre-Closing Tax Period, (v) report any Transaction Tax Deductions pursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) or elect to ratably allocate items pursuant to Treasury Regulations section 1.1502-76(b)(2) (or any similar provision of applicable Legal Requirements), or (vi) file any Tax Return for any Pre-Closing Tax Period for the Company in a jurisdiction where the Company or its Subsidiaries have not previously filed Tax Returns for any Tax period, in each case, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless such action is required by applicable Legal Requirements.
Post-Closing Tax Actions. Except as required by applicable Law or in the ordinary course of business, without the prior written consent of the Seller Representative on behalf of the Sellers (which consent shall not be unreasonably withheld, conditioned, or delayed), in each case to the extent such action would reasonably be expected to materially increase Taxes for which the Sellers are liable pursuant to this Agreement, Purchaser shall not, and shall not permit any of its Affiliates (including, after the Closing, any Company Entity), to: (i) amend any Tax Return of any Company Entity for any Pre-Closing Tax Period, or (ii) make any Tax election with respect to any Company Entity (other than any election under Section 338 of the Code for any non-U.S. Company Entity), which Tax election would be effective for any Pre-Closing Tax Period.
Post-Closing Tax Actions. Unless required by applicable Law, or unless such action would not result in an indemnification obligation of the Contributors under Article VII or otherwise result in additional Taxes to Contributors (or any direct or indirect equity owner of any Contributor), neither the Company nor Buyer (including its Affiliates) will (i) file or amend any Tax Returns of the Company for any Tax period ending on or prior to the Closing Date, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax of the Company for any Tax period ending on or prior to the Closing Date, (iii) make or change any material Tax election or accounting method or practice of the Company with respect to, or that has retroactive effect to, any Tax period ending on or prior to the Closing Date, or (iv) enter into a voluntary disclosure agreement or make any similar voluntary disclosure to a Governmental Authority regarding Taxes of the Company for any Tax period ending on or prior to the Closing Date, in each case without the prior consent of the Contributors’ Representative, not to be unreasonably conditioned, withheld, or delayed.
Post-Closing Tax Actions. Buyer shall not take (and shall not permit the Company to take) any action on the Closing Date other than in the Ordinary Course of Business or as otherwise permitted under this Agreement, including, but not limited to, the sale of any assets or the distribution of any dividend or the effectuation of any redemption, that would give rise to any Tax Liability of Seller or the Company. On or after the Closing Date, Buyer shall not make (and shall not permit the Company to make) any election under §338(h) (10) of the Code (or any comparable state, local or foreign provision) with respect to the Company, or amend any Tax Return, consent to the waiver or extension of the statute of limitations relating to Taxes of, take any Tax position on any Tax Return, or compromise or settle any Tax Liability including any audit or other Tax controversy, in each case if such action would have the effect of increasing the Tax Liability or reducing any Tax asset of Seller in respect of any taxable period or portion thereof ending on or before the Closing Date, in each case without Seller’s written consent, which consent shall not be unreasonably withheld.
Post-Closing Tax Actions. Except as required by Law, Buyer and the Surviving Corporation shall not amend any Tax Return of the Company or any of its Subsidiaries for Pre-Closing Tax Periods, or file a claim for refund of Taxes attributable to a Pre-Closing Tax Period, in each case without the Securityholder Representative’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) to the extent the foregoing actions would reasonably be expected to give rise to an indemnification claim against the Company Stockholders under this Agreement or reduce any Tax refund that the Company Stockholders are entitled to under Section 11.3(e).
Post-Closing Tax Actions. The Purchaser shall not, and shall cause the Acquired Companies (and any Affiliates of the foregoing) to not, (i) except to the extent otherwise required by Law, file, amend or otherwise modify a Tax Return of or including any (A) Acquired Company for a Pre-Closing Tax Period or (B) Retained Company, in each case other than a Seller Prepared Tax Return in accordance with Section 10.01(a) or a Purchaser Prepared Tax Return in accordance with Section 10.01(b); (ii) extend or waive, or cause to be extended or waived, the applicable statute of limitations (or other period for the assessment of any Tax or deficiency) with respect to a Tax or Tax Return of or including any (A) Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) or (B) Retained Company; (iii) except to the extent otherwise required by Law, file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of or including any (A) Acquired Company for a Pre-Closing Tax Period or (B) Retained Company; (iv) voluntarily approach any taxing authority regarding any Tax or Tax Returns of or including any (A) Acquired Company for a Pre-Closing Tax Period that relate to Excluded Liabilities or Pre-Closing Restructuring Taxes or (B) Retained Company; or (v) except to the extent otherwise required by Law, make or change any Tax election or accounting method that has effect with respect to any (A) Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) or (B) Retained Company, in each case if taking such action contemplated in items (i) through (v) above would reasonably be expected to result in a Liability for which Seller would be required to indemnify a Purchaser Indemnified Party pursuant to Section 8.02 or an additional Tax Liability imposed on the Seller (assuming solely for this purpose that the Seller is a U.S. individual or U.S. corporation resident in New York City) or the Retained Companies, without the prior written consent of the Seller (such consent not to be unreasonable withheld, conditioned, or delayed).
Post-Closing Tax Actions. Sellers shall have no liability to Buyer for, and Buyer shall indemnify and hold harmless Sellers against, any Taxes resulting from or arising out of actions taken or transactions engaged in by Buyer, a Target Entity, or any of their Affiliates or representatives after the Closing (excluding actions or transactions that are required by this Agreement, but not excluding actions or transactions pursuant to the Asset Purchase Agreement or arising from the leaseback of assets related thereto even if required by this Agreement), including without limitation, any election made by any of them after the Closing with respect to Taxes of a Target Entity or with respect to the Assets or the Businesses (other than the Section 338(h)(10) Elections). Neither Buyer nor its Affiliates or representatives (including without limitation, a Target Entity) shall file an amended Tax return or agree to an extension of a statute of limitations with respect to a taxable period of a Target Entity beginning before the Closing Date without the prior written consent of Sellers, which consent shall not be unreasonably withheld. Buyer shall have no liability to Sellers for, and Sellers shall indemnify and hold harmless Buyer against, any Taxes resulting from or arising out of actions taken or transactions engaged in by Sellers or any of their Affiliates or representatives after the Closing (excluding actions or transactions that are required by this Agreement), including without limitation, any election made by any of them after the Closing with respect to Taxes of a Target Entity or with respect to the Assets or the Businesses. Neither Sellers nor their Affiliates or representatives, nor a Target Entity shall file an amended Tax return or agree to an extension of the statute of limitations with respect to a taxable period of a Target Entity beginning after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Post-Closing Tax Actions. (i) Following the Closing, except as required by applicable Law, without the prior written consent of the Stockholder Representative (such consent not to be unreasonably withheld), Parent shall not, and shall cause the Company not to: (a) amend any Tax Return relating to any Pre-Closing Tax Period or file any new Tax Return for a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction where the Company and its subsidiaries have not historically filed Tax Returns, or (b) make or change any Tax election or accounting method that has retroactive effect to any Pre-Closing Tax Period of the Company (including any election under Sections 338 or 336 of the Code or any corresponding provision of state, local or non-U.S. Tax Law).
Post-Closing Tax Actions. Without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), neither Purchaser, the Company nor any of their Subsidiaries shall, with respect to a Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period): (i) amend any previously filed Tax Returns of the Company and its Subsidiaries; (ii) make or change any Tax election with respect to the Company and its Subsidiaries; (iii) extend or waive any statute of limitations with respect to Taxes or Tax Returns of the Company and its Subsidiaries; (iv) initiate discussions or examinations with a Tax Authority or make any voluntary disclosures with respect to Taxes; or (v) take any action after the Closing on the Closing Date with respect to the Company and its Subsidiaries that is outside the ordinary course of business, in each case if such action could be reasonably expected to result in a decrease in the Final Adjusted Purchase Price pursuant to this Agreement.
