Post-Closing Tax Actions Clause Samples

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 otherwise required by Law, Buyer shall not, without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed) cause or permit any of Buyer, its Affiliates or the Company (i) make any election or deemed election under Section 338 of the Code (or any analogous or similar rules in any relevant jurisdiction) for the Company, (ii) file or amend any Tax Return of the Company with respect to any Pre-Closing Tax Period, (iii) initiate any communication with any Taxing Authority regarding Taxes of the Company with respect to any Pre-Closing Tax Period, or (iv) engage in any transaction on the Closing Date that is outside the ordinary course of business (except for transactions contemplated by this Agreement), that may result in any increased Tax liability for which Seller would be required to provide indemnification pursuant to this Agreement.

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. 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. 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. (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). (ii) Following the Closing, Parent shall provide Stockholder Representative with advance notice of fifteen (15) days before, (a) engaging in any voluntary disclosure or similar process, or initiating communications with any Governmental Authority, with respect to Taxes of the Company or any of its subsidiaries for a Pre-Closing Tax Period (except any disclosure described in Section 8.8(j)), or (b) extending or waiving, or causing to be extended or waived, or permitting the 51 Company to extend or waive, any statute of limitations or other period for the assessment of any Tax or deficiency of the Company or any of its subsidiaries related to a Pre-Closing Tax Period. Parent shall consider in good faith any timely, reasonable comments provided by Stockholder Representative with respect to such action.

Post-Closing Tax Actions. Except to the extent required by applicable Law (provided that prior to taking any such action, Parent shall consult with the Representative in good faith as to whether such action is required by Law and as to the nature of the proposed action), none of Parent, the Company, or any of their Affiliates or Subsidiaries shall (i) file any Tax Return of the Company Group relating to any Pre-Closing Tax Period except in accordance with Section 6.05(b) or amend any Tax Return of the Company Group relating to any Pre-Closing Tax Period, (ii) make or change any Tax election or change any method of accounting that has effect to any Tax Return of the Company Group relating to any Pre-Closing Tax Period, (iii) initiate or file any voluntary disclosure or similar agreements with any Governmental Authority regarding Taxes or Tax Returns of the Company Group relating to any Pre-Closing Tax Period or (iv) agree to extend or waive the statute of limitations with respect to Taxes of the Company Group for a Pre-Closing Tax Period, in each such case, except (A) with the prior written consent of Representative (which will not be unreasonably withheld, delayed, or conditioned), or (B) if such action is not reasonably expected to give rise to an adjustment to the Merger Consideration pursuant to Section 2.09.

Post-Closing Tax Actions. Without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed), Purchaser shall not, and, following the Closing, shall cause the Company Group not to, (i) voluntarily approach a Governmental Entity with respect to any Taxes for any Pre-Closing Tax Period (including the entrance into any voluntary disclosure or other similar agreement with any Governmental Entity), except as provided in Section 6.12(a), (ii) amend (except as required by applicable Law), file (except as provided in Section 6.12(a)), re-file or otherwise modify any Tax Return of any member of the Company Group for a Pre-Closing Tax Period, (iii) agree to waive or extend the statute of limitations relating to any Taxes of any member of the Company Group for any Pre-Closing Tax Period or (iv) make, revoke or change any election with respect to, or that has a retroactive effect to, any Pre-Closing Tax Period of any member of the Company Group; provided, however, that the foregoing restrictions in clauses (i) through (iv) shall, in each case, apply after the Purchase Price is finalized pursuant to Section 1.04, only to the extent such action (A) would result in an adverse impact or increase in Taxes due with respect to or on any Seller’s Consolidated Tax Return (other than, in each case, by a de minimis amount), (B) would reduce any amount paid pursuant to Section 6.12(h) (other than, in each case, by a de minimis amount) or (C) could reasonably expected to result in an indemnification claim against Seller pursuant to Section 10.02(a). Purchaser shall not make any election under Code Section 338 or Code Section 336 (or any similar provision under state, local or non-U.S. Law) with respect to the acquisition of the Company Group. All indemnification pursuant to any governing document of any member of the Company Group or any of Seller or its Affiliates, or any Tax sharing, allocation, indemnification or similar agreements, that are in effect immediately prior to the Closing, if any, requiring any of Seller or its Affiliates (other than the Company Group) to indemnify or reimburse the Company Group, as applicable, or requiring any member of the Company Group to indemnify or reimburse any of Seller or its Affiliates (other than the Company Group) with respect to any Tax or underpayment of Tax (imputed or otherwise) for any Pre-Closing Tax Period shall be void and of no further force and effect as of the Closing.

Post-Closing Tax Actions. Except as may be required by applicable Law or with the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), neither Buyer nor any Affiliate of Buyer shall (or shall cause or permit any Acquired Company to) (i) file any Tax Return with respect to an Acquired Company in a jurisdiction in which the Acquired Company does not presently file Tax Returns with respect to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period; (ii) amend, refile, self-report, or otherwise modify (including by way of carry back of any Tax attributes) any Tax Return, or agree to any waiver or extension of the statute of limitations or any period during which a Tax may be assessed, with respect to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period; (iii) make or change any Tax election with respect to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period; or (iv) initiate any voluntary disclosure or similar process, relating in whole or in part to any Acquired Company, with respect to a Pre-Closing Tax Period or the pre-Closing portion of a Straddle Period.