Common use of Post-Closing Tax Actions Clause in Contracts

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. Parent shall notFollowing the Closing, and shall not cause or permit without the Company, the Surviving LLC, the Surviving Corporation or their Affiliates or Subsidiaries to prior written consent of the (i) make except for Tax Returns filed pursuant to this Section, file or change amend 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 Targets or the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax Period, (ii) with respect to Tax Returns prepared and filed pursuant to this Section, after the date such Tax Returns are filed, amend any such Tax Returns, (iii) amend, refile make or modify change any Tax election or cause change any method of accounting that has a retroactive effect 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 Targets 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 a Pre-Closing Tax Period, or (viiv) change voluntarily approach any accounting method Tax authority regarding any Tax or adopt any convention that shifts taxable income Tax Return of the Company, the Surviving Corporation, the Surviving LLC Targets or any of their Subsidiaries from for a period beginning Pre-Closing Tax Period (each, a “Prohibited Tax Action”), if in each case such Prohibited Tax Action increases the Sellers’ Tax liability in a Pre-Closing Tax Period or deemed could reasonably be expected to beginform the basis for a claim of indemnification against the Sellers pursuant to this Agreement. Notwithstanding the foregoing, if Buyer, on advice of its Tax advisors, reasonably believes that a Prohibited Tax Action is required by Applicable Law, then, with twenty (20) after the Closing Date to a taxable period or portion thereof ending on or prior days’ advance notice to the Closing Date or shifts deductions or losses Sellers’ Agent, Buyer shall be permitted to take such Prohibited Tax Action; provided that if Sellers’ Agent, on advice of its Tax advisors, objects in writing to the taking of such Prohibited Tax Action within such twenty (20) day period, the Parties shall refer the matter for resolution to an independent tax advisory firm mutually selected by the Buyer and the Sellers’ Agent; provided that if the Buyer and the Sellers’ Agent are unable to agree on an independent tax advisory firm within five (5) days following Sellers’ Agent’s objection notice, each shall, within two (2) days thereafter, select its own tax advisory firm, which together shall select an independent tax advisory firm to resolve the matter. The cost 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 independent tax advisory firm shall not be unreasonably withheld, conditioned or delayed), unless otherwise required in accordance with applicable Legal Requirementsborne equally by Buyer and Sellers.

Post-Closing Tax Actions. Parent shall notFollowing the Closing, without the prior written consent of the Sellers’ Agent, Buyer and shall the Targets will not cause or (and will not permit their respective Affiliates, including the CompanyTargets’ Subsidiaries, the Surviving LLC, the Surviving Corporation or their Affiliates or Subsidiaries to to) (i) make except for Tax Returns filed pursuant to this Section, file or change amend 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 Targets or the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax Period, (ii) with respect to Tax Returns prepared and filed pursuant to this Section, after the date such Tax Returns are filed, amend any such Tax Returns, (iii) amend, refile make or modify change any Tax election or cause change any method of accounting that has a retroactive effect 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 Targets 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 a Pre-Closing Tax Period, or (viiv) change voluntarily approach any accounting method Tax authority regarding any Tax or adopt any convention that shifts taxable income Tax Return of the Company, the Surviving Corporation, the Surviving LLC Targets or any of their Subsidiaries from for a period beginning Pre-Closing Tax Period (each, a “Prohibited Tax Action”), if in each case such Prohibited Tax Action increases the Sellers’ Tax liability in a Pre-Closing Tax Period or deemed could reasonably be expected to beginform the basis for a claim of indemnification against the Sellers pursuant to this Agreement. Notwithstanding the foregoing, if Buyer, on advice of its Tax advisors, reasonably believes that a Prohibited Tax Action is required by Applicable Law, then, with twenty (20) after the Closing Date to a taxable period or portion thereof ending on or prior days’ advance notice to the Closing Date or shifts deductions or losses Sellers’ Agent, Buyer shall be permitted to take such Prohibited Tax Action; provided that if Sellers’ Agent, on advice of its Tax advisors, objects in writing to the taking of such Prohibited Tax Action within such twenty (20) day period, the Parties shall refer the matter for resolution to an independent tax advisory firm mutually selected by the Buyer and the Sellers’ Agent; provided that if the Buyer and the Sellers’ Agent are unable to agree on an independent tax advisory firm within five (5) days following Sellers’ Agent’s objection notice, each shall, within two (2) days thereafter, select its own tax advisory firm, which together shall select an independent tax advisory firm to resolve the matter. The cost 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 independent tax advisory firm shall not be unreasonably withheld, conditioned or delayed), unless otherwise required in accordance with applicable Legal Requirementsborne equally by Buyer and Sellers.

Post-Closing Tax Actions. Parent shall not, (a) From 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 caseClosing, without the prior written consent of the Shareholder Representative Truist (which consent shall not to be unreasonably withheld, conditioned or delayed), unless the Buyer Entities shall not, and shall not permit any of their Affiliates (including the Company Entities and Truist Partners) to (i) make any Tax election, change or adopt any method of tax accounting, amend any income Tax Return or other material Tax Return, initiate any voluntary disclosure with respect to income Taxes or a material amount of other Taxes or waive or extend any statute of limitations for the assessment or collection of any income Tax or material amount of other Tax, in each case with respect to any Pre-Closing Tax Period or (ii) take any action outside the ordinary course of business on the Closing Date but after the Closing; provided that, in each case of clause (i) and clause (ii) above, the Buyer entities shall be so restricted only to the extent such items or actions (w) relate to a Pass-Through Income Tax Matter (in the case of the Company Entities) (x) relate to Truist Partners, (y) could reasonably be expected to create a Tax liability for or reduce a Tax asset of Truist or any of its Affiliates or (z) could reasonably be expected to give rise to Indemnified Taxes; and provided further that, to the extent any such action is otherwise required governed by another Section of this Agreement (including as it may constitute or arise in connection with a Push-Out Election, Straddle Return, Covered Tax Proceeding or election under Section 338(h)(10) of the Code), such action shall be governed by the relevant Section of this Agreement and shall not be restricted under this Section 6.07(a). (b) Notwithstanding anything herein to the contrary, with respect to any Tax Proceeding asserted by a Taxing Authority against the Company or any other Company Entity treated as a partnership for U.S. federal income tax purposes (or any applicable state or local purposes) in respect of a Pre-Closing Tax Period or Straddle Period, Truist shall, at the request of the Buyer Entities (or, with respect to any particular Company Entity, the relevant Buyer Entity or Buyer Entities) cause (in the case of the Company and any other Company entity for which Truist or any of its Affiliates is the “partnership representative” for the relevant tax year), or cooperate with the Buyer Entities to cause (in all other cases) the Company or such other Company Entity (as applicable) to make a “push out” election under Section 6226 of the Code or any other comparable provision under Applicable Law with respect to any partnership adjustment resulting from such Tax Proceeding for a Pre-Closing Tax Period or Straddle Period (any such election, a “Push-Out Election”). The Buyer Entities and Truist shall reasonably cooperate, and cause their Affiliates to reasonably cooperate (including by the Buyer Entities providing Truist prompt notice of its intention to make, or cause Truist to make, a Push-Out Election with respect to any audit), to cause any such election to be made. The Buyer Entities’ right to cause Truist to cooperate to cause the Company or any applicable Company Entity to make a Push-Out Election shall extend to any Covered Tax Proceeding, whether controlled by Truist or the Buyer Entities (as determined in accordance with applicable Legal RequirementsSection 6.04).

Post-Closing Tax Actions. Parent (i) Without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), the Purchasers shall not, and and, following the Applicable Closing, 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 members of the Code Acquired Group not to, in each case except as expressly contemplated by this Agreement, (A) engaging in any voluntary disclosure or similar process with a Governmental Entity with respect to any Taxes for any Pre-Closing Tax Period (including the transactions contemplated by this Agreement entrance into any voluntary disclosure or that otherwise has other similar agreement with any retroactive effect on Governmental Entity), (B) amend or refile any Tax Return of any member of the Acquired Group, or related to the Purchased Assets, for a Pre-Closing Tax Period, (iiC) enter into any voluntary disclosure program agree to waive or agreement with any Tax Authority regarding extend the statute of limitations relating to any Taxes or Tax Returns of any member of the CompanyAcquired Group, or related to the Surviving LLC or the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax PeriodPurchased Assets, (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, (ivD) 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 carryback any Tax Authority regarding Taxes of the Company, the Surviving LLC, the Surviving Corporation asset 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 attribute arising in a taxable period (or portion thereof) ending on or prior to beginning after the Applicable Closing Date to a period Pre-Closing Tax Period (excluding, for the avoidance of doubt, the utilization of attributes arising in the post-Closing portion of any Straddle Period to reduce Taxes for the full Straddle Period), or (E) 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 Acquired Group or that is related to the Purchased Assets for any Pre-Closing Tax Period. (ii) Without limiting the generality of the foregoing, no Purchaser shall make any election under Code Section 338 or Code Section 336 (or portion thereofany similar provision under state, local or non-U.S. Law) beginning (or deemed with respect to begin) after the Closing Date, in each case, without the prior written consent Acquisition of any member of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless otherwise required in accordance with applicable Legal RequirementsAcquired Group.

Post-Closing Tax Actions. Parent shall not, and shall not cause permit the Company to: (i) except for Tax Returns that are filed in accordance with Section 4.11(b)(ii), file or amend or permit the Company, the Surviving LLC, the Surviving Corporation Company to file or their Affiliates or Subsidiaries to (i) make or change amend any Tax election under Sections 336 or 338 Return of the Code with respect Company relating to the transactions contemplated by this Agreement or that otherwise has any retroactive effect on any a 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 Tax Returns filed pursuant to Section 4.11(b)(ii), after the date such Tax Returns are filed pursuant to Section 4.11(b)(ii), amend or permit the Company to amend any Pre-Closing such Tax PeriodReturn except in accordance with the procedures set forth in Section 4.11(b)(ii), (iii) amendinitiate discussions or examinations with, refile or modify or cause make any voluntary disclosures to, any Governmental Authority regarding Taxes with respect to be amended, refiled or modified any Tax Return of the Company or its Subsidiaries for any a Pre-Closing Tax Period, (iv) file a Tax Return make or change any election with respect to Taxes 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 (viv) other than as described in Section 4.11(b)(ii), 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 Tax period beginning (or deemed to begin) after the Closing Date to a taxable period or portion thereof ending on or prior to the Pre-Closing Date Tax Period 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 Pre-Closing Date Tax Period to a Tax period (or portion thereof) beginning (or deemed to begin) after the Closing Date, in each case, without (x) unless required by applicable Law (provided, however, that prior to taking any such action, Parent shall consult in good faith with the Representative as to whether such action is required by applicable Law), explicitly contemplated by this Agreement or any Related Agreement, or with the prior written consent of the Shareholder Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless otherwise required and (y) to the extent any such action, initiation of discussions or examinations, voluntary disclosure, election or change in accordance with applicable Legal Requirementsaccounting method increases the amount of any Taxes taken into account in determining the amount of Working Capital or Company Indebtedness, or gives rise to an increased claim for indemnification under this Agreement.

Post-Closing Tax Actions. Parent Acquiror shall not, and shall not cause or permit the Companyits Affiliates to, the Surviving LLC, the Surviving Corporation or their Affiliates or Subsidiaries to (i) make file (except in accordance with Section 7.5(a)), re-file or change amend any Tax election under Sections 336 or 338 Return of the Code Company or the Company Entities with respect to the transactions contemplated by this Agreement or that otherwise has any retroactive effect on any a Pre-Closing Tax Period, (ii) enter into surrender any voluntary disclosure program or agreement with any Tax Authority regarding any Taxes or Tax Returns right of the Company, the Surviving LLC Company or the Surviving Corporation Company Entities to claim a Tax refund, credit, or any other offset of their Subsidiaries Taxes with respect to any Pre-Closing Tax Period, (iii) amendliquidate, refile dissolve, or modify or cause take any other action, including, without limitation, by filing an entity classification election with the IRS, to be amended, refiled or modified any Tax Return change the classification of the Surviving Company for U.S. federal (and any analogous state or its Subsidiaries local) income Tax purposes for any Pre-Closing Tax Period, (iv) file a Tax Return consent to the waiver or extension of the statute of limitations relating to Taxes of the Surviving Company 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 periodPeriod, (v) initiate file a voluntary disclosure agreement (or similar voluntary compliance or self-corrective action) or otherwise enter into any voluntary disclosure discussions or examinations arrangements with any Tax Authority regarding a Governmental Entity with respect to Taxes of the Company, Company or the Surviving LLC, the Surviving Corporation or any of their Subsidiaries with respect Company Entities relating to any a Pre-Closing Tax Period, or (vi) change any accounting method or adopt any convention of or with respect to the Company or the Company Entities 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 before the Closing Date Date, or shift deductions or losses from a Pre-Closing Tax Period to a period (or portion thereof) beginning (or deemed to begin) after the Closing Date, in each case, without the Securityholder Representative’s prior written consent of the Shareholder Representative (which consent shall not to be unreasonably withheld, conditioned or delayed); provided, unless however, that for any such action that is required by applicable Law or would not reasonably be expected to give rise to indemnifiable Taxes under this Agreement, Acquiror shall use commercially reasonable efforts to notify the Securityholder Representative of such action but shall not be required to obtain the Securityholder Representative’s consent. Notwithstanding this Section 7.5(e), Acquiror shall be permitted, in its sole discretion, to make an election under Section 338 (or corresponding or similar provisions of U.S. state or local Law) (collectively, the “Section 338 Election”) with respect to the transactions contemplated by this Agreement (other than with respect to Cloud Light Technology U.S.A., Inc.), provided that either (x) the Closing shall have occurred by no later than April 28, 2024 or (y) in the event the Closing shall have occurred later than April 28, 2024, Acquiror shall pay to each applicable “United States shareholder” of the Company (as defined in Section 951(b) of the Code) an amount equal to any incremental income Taxes incurred by such Person (and any of their partners, members, stockholders or other equity holders) as a result of the Section 338 Election (including, for the avoidance of doubt, any income Taxes incurred by such Person (and any of their partners, members, stockholders or other equity holders) as a result of the additional payment provided by this clause), determined on a with and without basis, with such amount intended to put such Person(s) in the same after-tax position as if the Section 338 Election had not been made (the “338 Gross-Up Amount”); provided, however, that the payment of any 338 Gross-Up Amount shall be conditioned on the delivery by each applicable Shareholder of an estimate of such 338 Gross-Up Amount (including all supporting calculations and workpapers) to Acquiror within ninety (90) days of the Closing for Acquiror’s review and comment, provided that Acquiror and its Affiliates (including the Surviving Company) shall have provided, upon written request of a Shareholder, information in the possession of Acquiror (or its Affiliates) that is reasonably necessary to calculate such estimate of the 338 Gross-Up Amount, and the final 338 Gross-Up Amount shall be calculated in a manner that takes into account Acquiror’s reasonable comments; provided further that, in any event, upon written request of a Shareholder, Acquiror and its Affiliates (including the Surviving Company) shall provide any additional financial, tax and other information reasonably necessary for the Shareholders and their respective Affiliates, members, partners and other equity holders to file any tax returns in connection with, or to otherwise required account for as part of ordinary course bookkeeping, such election. Any payment of the 338 Gross-Up Amount made under this Section 7.5(e) to the maximum extent permitted by applicable Law, shall be treated for all Tax purposes as consideration paid in accordance with respect of the applicable Legal RequirementsCompany Securities held by the Shareholder to whom the 338 Gross-Up Amount was paid.

Post-Closing Tax Actions. Parent The Purchaser shall not, and shall not cause or permit the CompanyAcquired Companies (and any Affiliates of the foregoing) to not, 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 except to the transactions contemplated extent otherwise required by this Agreement Law, file, amend 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 a Tax Return of the or including any (A) Acquired 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 or (B) Retained Company, the Surviving LLCin 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 Surviving Corporation applicable statute of limitations (or other period for the assessment of any of their Subsidiaries did not file such Tax or deficiency) with respect to a Tax or Tax Return of or including any (A) Acquired Company for such perioda 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) initiate discussions except to the extent otherwise required by Law, make or examinations with change any Tax Authority regarding Taxes of the Company, the Surviving LLC, the Surviving Corporation election or any of their Subsidiaries accounting method that has effect with respect to any (A) Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period, ) or (viB) change any accounting method or adopt any convention that shifts taxable income of the Retained 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 casecase 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 Shareholder Representative Seller (which such consent shall not to be unreasonably unreasonable withheld, conditioned conditioned, or delayed), unless otherwise required in accordance with applicable Legal Requirements.

Post-Closing Tax Actions. Parent After the Closing, Buyer shall not, and Buyer shall cause its Affiliates (including the Acquired Companies) not cause to, without the prior written consent of Equityholders' Representative (not to be unreasonably withheld, conditioned or permit the Companydelayed), the Surviving LLC, the Surviving Corporation or their Affiliates or Subsidiaries to (i) make other than Tax Returns that are filed pursuant to this Section 6.6, file or change amend or otherwise modify 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 Return for a Pre-Closing Tax Period, (ii) enter into any voluntary disclosure program or agreement with after the date any Tax Authority regarding Return filed pursuant to this Section 6.6 is filed, amend or otherwise modify any Taxes or such Tax Returns of the Company, the Surviving LLC or the Surviving Corporation or any of their Subsidiaries with respect to any Pre-Closing Tax PeriodReturn, (iii) amendextend or waive, refile or modify or cause to be amendedextended or waived, refiled any statute of limitations or modified other period for the assessment of any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) file a Tax Return deficiency for a Pre-Closing Tax Period other than in connection with a jurisdiction where the Company, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries did not file such Tax Return for such periodContest, (viv) initiate discussions make or examinations with change any Tax Authority regarding Taxes of the Company, the Surviving LLC, the Surviving Corporation election or any of their Subsidiaries accounting method or practice with respect to to, or that has retroactive effect to, any Pre-Closing Tax Period, or (viv) change make or initiate any accounting method voluntary contact with a Tax authority (including any voluntary disclosure agreement or adopt similar process) regarding any convention Pre-Closing Tax Period. Notwithstanding the preceding sentence, if Buyer believes that shifts taxable income applicable Legal Requirement affirmatively requires Buyer or the Acquired Companies to take an action described in clauses (i) through (v) of the Companypreceding 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 Surviving CorporationAccounting Firm, who shall apply a "more likely than not" standard (with the Surviving LLC or 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 of their Subsidiaries from a period beginning action described in clauses (or deemed i) through (v) to begin) after be taken, then Buyer shall have the Closing Date right to a taxable period or portion thereof ending on or prior take such action subject to the Closing Date or shifts deductions or losses of Equityholders' Representative's right to review and approve 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, manner in each case, without the prior written consent of the Shareholder Representative which such action is taken (which consent approval shall not be unreasonably withheld, conditioned conditioned, or delayed). In the event the Equityholders' Representative agrees to the Proposed Action or does not provide written notice of its disagreement to the Proposed Action within twenty days of receipt of notice thereof, unless otherwise required in accordance with applicable Legal Requirementsthen Buyer shall be entitled to take such Proposed Action.

Post-Closing Tax Actions. Parent (a) The Buyer Group Entities (including, after the Closing, the Acquired Company Entities) 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 Seller (which consent shall not to be unreasonably withheld, conditioned or delayed), unless otherwise required (i) file any amended Tax Return relating to Income Taxes with respect to any Acquired Company Entity after the Closing Date for any taxable period (or portion thereof) beginning on or before the Closing Date, (ii) make, change or revoke any Tax election or deemed Tax election relating to Income Taxes after the Closing Date with respect to any Acquired Company Entity (other than 338 Elections made in accordance with applicable Legal RequirementsSection 6.06), (iii) take any action on the Closing Date after the Closing not contemplated by this Agreement that is outside of the ordinary course of business, (iv) initiate any voluntary contact (including through any voluntary disclosure program) with any Governmental Authority in respect of Income Taxes of any Acquired Company Entity after the Closing Date or (v) compromise or settle any Income Tax liability of any Acquired Company Entity after the Closing Date relating to any Pre-Closing Tax Period, in each case to the extent such action is reasonably expected to increase the Tax liability or adversely affect the Tax position of the Seller or any of its direct or indirect equityholders. For purposes of the foregoing, the Buyers acknowledge that Capri TopCo is a CFC and that the primary asset of Capri TopCo following the Closing is expected to be the Equity Securities of Buyer Parent, and therefore actions that affect the income of, or bases in the assets held by, Buyer Parent or its Subsidiaries (including, following the Closing, the Acquired Company Entities) are relevant to the Tax position of Seller and its direct and indirect equityholders. (b) With respect to each year for which, at any time, the Seller or Capri TopCo directly or indirectly owns shares of Buyer Parent Common Stock constituting ten percent (10%) or more of the total number of outstanding shares of Buyer Parent Common Stock, upon the reasonable request of the Seller or Capri TopCo, Buyer Parent shall provide to the Seller and Capri TopCo, subject to reasonable confidentiality restrictions (provided, for the avoidance of doubt, Seller and Capri Topco may share such information on a confidential basis with their advisors and their direct and indirect owners), Available Tax Information that is requested by the Seller or Capri TopCo and that is reasonably necessary in order to: (i) determine whether (x) Seller, Capri TopCo or Buyer Parent is a PFIC, or (y) any Buyer Group Entity is a CFC with respect to which any direct or indirect owner of Seller that is treated as a U.S. Shareholder; (ii) if (x) Seller or Capri TopCo reasonably and in good faith determines that (i) Seller or Capri TopCo is a PFIC, or (y) Seller (or Capri TopCo) and Buyer Parent agree that Buyer Parent is a PFIC, permit its direct and indirect owners to elect (or maintain an election) to treat Seller, Capri TopCo or Buyer Parent, as the case may be, as a “qualified electing fund” (within the meaning of Section 1295 of the Internal Revenue Code) for U.S. federal income tax purposes, including, but not limited to the information described in Treasury Regulations Section 1.1295-1; (iii) if the Seller or Capri TopCo reasonably and in good faith determines that any of its direct or indirect owners is treated as a U.S. Shareholder with respect to any of the Buyer Group Entities that is a CFC, (x) perform any necessary tax calculations and make required tax filings relating to the Buyer Group Entity’s status as a CFC and such owner’s status as a U.S. Shareholder, and (y) determine whether any portion of such Buyer Group Entity’s or such other entity’s income is “global intangible low-taxed income” (as defined in Section 951A(b) of the Code) or "subpart F income" (as defined in Section 952 of the Code); and (iv) complete the Tax Returns of any direct or indirect owner or calculate the amount of such owner’s Taxes that arise in connection with Seller or Capri TopCo’s ownership of Buyer Parent Common Stock, including providing such Available Tax Information necessary to prepare an IRS Form 5471, IRS Form 8992 with respect to any CFC of which such owner is a U.S. Shareholder (as applicable), prepare an IRS Form 8621 with respect to any PFIC of which such owner is an equityholder, and to claim any credits available to such owner under Sections 901 or 960 of the Code. (c) Prior to October 8, 2021, Buyer Parent shall not issue or otherwise sell or transfer any shares of Buyer Parent Common Stock, or other interests in Buyer Parent that constitute equity for U.S. federal income tax purposes, to the extent such issuance would cause Seller’s ownership (as determined in accordance with Section 1297(c) of the Code) of Buyer Parent, immediately after such issuance, to fall below twenty-five percent (25%); provided that, for purposes of this Section 6.07(c), Seller shall be deemed to own (i) following the Closing and prior to the issuance of the True-Up Shares, not less than 160,500,000 shares of Buyer Parent Common Stock and (ii) following the issuance of the True-Up Shares and prior to October 8, 2021, the number of shares of Buyer Parent Common Stock described in clause (i) multiplied by the quotient of (x) the Final Closing Equity Consideration and (y) the Estimated Closing Equity Consideration.