Post-Closing Tax Actions. Parent shall not, and shall not cause or permit the Company, the Surviving LLC, the Surviving Corporation or their Affiliates or Subsidiaries to (i) make or change any Tax election under Sections 336 or 338 of the Code with respect to the transactions contemplated by this Agreement or that otherwise has any retroactive effect on any Pre-Closing Tax Period, (ii) enter into any voluntary disclosure program or agreement with any Tax Authority regarding any Taxes or Tax Returns of the Company, the Surviving LLC or the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax Period, (iii) amend, refile or modify or cause to be amended, refiled or modified any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries did not file such Tax Return for such period, (v) initiate discussions or examinations with any Tax Authority regarding Taxes of the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax Period, or (vi) change any accounting method or adopt any convention that shifts taxable income of the Company, the Surviving Corporation, the Surviving LLC or any of their Subsidiaries from a period beginning (or deemed to begin) after the Closing Date to a taxable period or portion thereof ending on or prior to the Closing Date or shifts deductions or losses of the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries from a taxable period (or portion thereof) ending on or prior to the Closing Date to a period (or portion thereof) beginning (or deemed to begin) after the Closing Date, in each case, without the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless otherwise required in accordance with applicable Legal Requirements.
Post-Closing Tax Actions. Without the prior written consent of the Unit Holder Representative (not to be unreasonably withheld, conditioned or delayed), Coty, the Company, the Company’s Subsidiaries, and their respective Affiliates will not refile or amend or permit the Company or its Subsidiaries to refile or amend any Pre-Closing Tax Return or Straddle Tax Return. After the date of this Agreement, none of Coty, the Company, or the Company’s Subsidiaries shall, without the written consent of the Unit Holder Representative (not to be unreasonably withheld, conditioned or delayed), (a) agree to waive or extend the statute of limitations relating to any Taxes of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date, (b) make or change any Tax position, accounting method, or election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date of the Company or any of its Subsidiaries, or (c) voluntarily approach any taxing authority (or otherwise file Tax Returns where the Company and its Subsidiaries have not historically filed Tax Returns) with respect to any Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date of the Company or any of its Subsidiaries or the Taxes of the Company or any of its Subsidiaries attributable to a Pre-Closing Tax Period or the portion of a Straddle Period ending on or prior to the Closing Date.
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. 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. Until the Closing Statement is finalized pursuant to the procedures set forth in Sections 2.6(b), (c) and (d) (the “Adjustment End Date”), except as required by applicable Law, provided that, prior to taking any such action, Acquiror shall consult in good in faith with the Securityholder Representative with respect to whether or not any such action is required by applicable Law, none of Acquiror, the First Step Surviving Corporation or the Surviving Entity, or any of their Affiliates shall (a) amend any Tax Return of the Company relating to any Pre-Closing Tax Period, (ii) make or change any Tax election (including an election under Section 336 or 338 of the Code) or change any method of accounting that has effect to any Tax Return of the Company relating to any Pre-Closing Tax Period, (iii) initiate or file any voluntary disclosure or similar agreements with any Governmental Entity regarding Pre-Closing Taxes or Tax Returns of the Company 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 for a Pre-Closing Tax Period (unless requested by a Tax authority in connection with an audit), in each such case, except (A) with the prior written consent of Securityholder Representative (which will not be unreasonably withheld, delayed, or conditioned), or (B) if such action would not increase the liability of the Securityholders for Unpaid Pre-Closing Taxes.
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 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. Each of the SPAC, Holdings, the Company and the Sponsor shall not undertake (or cause to be undertaken) any of the following for a period of two (2) years after the Closing Date: (i) the actual liquidation of the SPAC, (ii) the conversion of the SPAC into a “disregarded entity” (within the meaning of Treasury Regulation Section 301.7701-3), or (iii) the distribution or transfer of substantially all of the SPAC’s cash (other than pursuant to an arm’s length loan).
Post-Closing Tax Actions. Without the prior written consent of the Sellers, none of the Boxlight Group or its Affiliates (including the Company after the Closing) shall (i) make, amend, change, refile, revoke or otherwise modify any Tax election of Company with respect to a taxable period (or portion thereof) ending on or before the Closing Date, (ii) file, amend or otherwise modify any Tax Return of the Company with respect to a taxable period ending on or before the Closing Date, (iii) initiate voluntary contact (including through any voluntary disclosure program) with any Tax authority in respect of Taxes or Tax Returns of the Company, or (v) extend or waive, or cause to be extended or waives, any statute of limitations or other period for the assessment of any Tax or deficiency related to a taxable period (or portion thereof) ending on or before the Closing Date. Notwithstanding anything to the contrary herein, none of the Boxlight Group or its Affiliates (including the Company after the Closing) shall make any entity classification election with respect to the Company pursuant to the Treasury Regulations under Section 7701 of the Code with an effective date earlier than two days after the Closing Date.
