Common use of Post-Closing Tax Actions Clause in Contracts

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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed Action.

Post-Closing Tax Actions. After the Closing, Buyer shall not, and Buyer shall cause its Affiliates (including the Acquired Companies) not to, without Without the prior written consent of Equityholders' 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), (ia) other than Tax Returns that are filed pursuant agree to this Section 6.6, file waive or amend or otherwise modify any Tax Return for a Pre-Closing Tax Period, (ii) after extend 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 relating to any Taxes of the Company or other period for the assessment any of any Tax or deficiency its Subsidiaries for a Pre-Closing Tax Period other than in connection with or the portion of a Tax ContestStraddle Period ending on or prior to the Closing Date, (ivb) make or change any Tax position, accounting method, or election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax PeriodPeriod or the portion of a Straddle Period ending on or prior to the Closing Date of the Company or any of its Subsidiaries, or (vc) make or initiate voluntarily approach any voluntary contact with a Tax taxing authority (including any voluntary disclosure agreement or similar processotherwise file Tax Returns where the Company and its Subsidiaries have not historically filed Tax Returns) regarding with respect to any Pre-Closing Tax Period. Notwithstanding the preceding sentence, if Buyer believes that applicable Legal Requirement affirmatively requires Buyer Period or the Acquired Companies portion of a Straddle Period ending on or prior to take an action described in clauses (i) through (v) the Closing Date of the preceding sentence (including Company or any requirement due 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 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed ActionClosing Date.

Post-Closing Tax Actions. After the Closing, Buyer Parent shall not, and Buyer 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 Affiliates Subsidiaries for any Pre-Closing Tax Period, (including iv) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where the Acquired CompaniesCompany, the Surviving LLC, the Surviving Corporation or any of their Subsidiaries did not file such Tax Return for such period, (v) not toinitiate 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 Equityholders' the Shareholder Representative (which consent shall 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 unless 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 required in connection accordance 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed ActionRequirements.

Post-Closing Tax Actions. After the Closing, Buyer Acquiror shall not, and Buyer shall cause not permit its Affiliates to, (including i) file (except in accordance with Section 7.5(a)), re-file or amend any Tax Return of the Acquired CompaniesCompany or the Company Entities with respect to a Pre-Closing Tax Period, (ii) not tosurrender any right of the Company or the Company Entities to claim a Tax refund, credit, or other offset of Taxes with respect to any Pre-Closing Tax Period, (iii) liquidate, dissolve, or take any other action, including, without limitation, by filing an entity classification election with the IRS, to change the classification of the Surviving Company for U.S. federal (and any analogous state or local) income Tax purposes for any Pre-Closing Tax Period, (iv) consent to the waiver or extension of the statute of limitations relating to Taxes of the Surviving Company for a Pre-Closing Tax Period, (v) file a voluntary disclosure agreement (or similar voluntary compliance or self-corrective action) or otherwise enter into any voluntary disclosure discussions or arrangements with a Governmental Entity with respect to Taxes of the Company or the Company Entities relating to 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 from a period beginning (or deemed to begin) after the Closing Date to a taxable period (or portion thereof) ending on or before the Closing Date, or shift deductions or losses from a Pre-Closing Tax Period to a period beginning (or deemed to begin) after the Closing Date, in each case, without the Securityholder Representative’s prior written consent of Equityholders' Representative (not to be unreasonably withheld, conditioned or delayed); provided, 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 (ior 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 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 toto Cloud Light Technology U.S.A., or Inc.), provided that has retroactive effect toeither (x) the Closing shall have occurred by no later than April 28, any Pre-Closing Tax Period, 2024 or (vy) make or initiate any voluntary contact with a Tax authority 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 (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 as defined in clauses (i) through (vSection 951(b) of the preceding sentence 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 requirement due 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 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 settlement or compromise of any audit or other proceeding with maximum extent permitted by applicable Law, shall be treated for all Tax purposes as consideration paid in 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 applicable Company Securities held by the Equityholders' Representative); provided further, that if Shareholder to whom 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed Action338 Gross-Up Amount was paid.

Post-Closing Tax Actions. After Except to the Closingextent expressly contemplated by this Agreement, Buyer shall not, and Buyer shall cause its Affiliates (including the Acquired Companies) not to, without or with the prior written consent of Equityholders' the Seller Representative (which consent shall not to be unreasonably withheld, conditioned or delayed), Buyer will not, and will not cause or permit the Company or any of its other Affiliates to, (ia) other than Tax Returns that are filed pursuant to this Section 6.6file, file or re-file, amend or otherwise modify (i) any Pass-Through Income Tax Return with respect to the Company for a Pre-Closing Tax Period or (ii) any other Tax Return for a Pre-Closing Tax Period prior to the final determination of the Adjusted Purchase Price pursuant to Section 2.2, (b) make, change or revoke any Tax election with respect to the Company with respect to (i) any Pass-Through Income Tax Return for a Pre-Closing Tax Period or (ii) any other Tax Return for a Pre-Closing Tax Period prior to the final determination of the Adjusted Purchase Price pursuant to Section 2.2, (c) agree to the waiver of or any extension to the statute of limitations with respect to any Taxes of the Company with respect to a Pass-Through Income Tax Return for a Pre-Closing Tax Period, or (iid) after the date any Tax Return filed pursuant to this Section 6.6 is filedinitiate, amend file or otherwise modify any such Tax Return, (iii) extend enter into a voluntary disclosure agreement or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment similar agreement in respect 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 such agreements with respect toto sales, use or other similar Taxes that has retroactive effect to, any Pre-are due and payable prior to the Closing Tax Period, or (vDate) make or initiate any voluntary contact with a Tax authority (including any but only to the extent such voluntary disclosure agreement or similar process) regarding any Pre-agreement would reasonably be expected to affect the Closing Tax Period. Notwithstanding Working Capital, Company Debt or Seller Transaction Expenses, in each case as finalized pursuant to Section 2.2(d), except in the preceding sentence, if Buyer believes that applicable Legal Requirement affirmatively requires Buyer or the Acquired Companies to take an action described in case of clauses (ia) through or (vb) of the preceding sentence (including any requirement due to the settlement or compromise of any audit or other proceeding with respect to Taxes or Pass-Through Income Tax Returns of the Acquired Companies), that are Buyer shall deliver written notice of such belief Tax Returns prepared 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 (filed in accordance with the fees and expenses provisions 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed ActionSection 7.3.

Post-Closing Tax Actions. After Following 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 the Sellers’ Agent, Buyer and the Targets will not (and will not to be unreasonably withheldpermit their respective Affiliates, conditioned or delayed)including the Targets’ Subsidiaries, to) (i) other than except for Tax Returns that are filed pursuant to this Section 6.6Section, file or amend or otherwise modify any Tax Return for a Returns of the Targets or their Subsidiaries with respect to any Pre-Closing Tax Period, (ii) after the date any with respect to Tax Return Returns prepared and filed pursuant to this Section 6.6 is Section, after the date such Tax Returns are filed, amend or otherwise modify any such Tax ReturnReturns, (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 change any method of accounting method or practice with respect to, or that has a retroactive effect to, to any Tax Return of the Targets or any of their Subsidiaries for a Pre-Closing Tax Period, or (viv) make or initiate voluntarily approach any voluntary contact with a Tax authority (including any voluntary disclosure agreement or similar process) regarding any Tax or Tax Return of the Targets or any of their Subsidiaries for a Pre-Closing Tax PeriodPeriod (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 could reasonably be expected to form the basis for a claim of indemnification against the Sellers pursuant to this Agreement. Notwithstanding the preceding sentenceforegoing, if Buyer Buyer, on advice of its Tax advisors, reasonably believes that applicable Legal Requirement affirmatively requires Buyer or the Acquired Companies to take an action described in clauses a Prohibited Tax Action is required by Applicable Law, then, with twenty (i20) through (v) of the preceding sentence (including any requirement due days’ advance notice to the settlement or compromise of any audit or other proceeding with respect to Taxes or Tax Returns of the Acquired Companies)Sellers’ Agent, Buyer shall deliver written notice 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 belief 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 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 thereforSellers’ Agent; provided that if the Equityholders' Representative does not Buyer and the Sellers’ Agent are unable to agree with Buyer's conclusionon an independent tax advisory firm within five (5) days following Sellers’ Agent’s objection notice, then such disagreement each shall, within two (2) days thereafter, select its own tax advisory firm, which together shall be promptly submitted to, and resolved by, select an independent tax advisory firm to resolve the Accounting Firm, who shall apply a "more likely than not" standard (with the fees and expenses matter. The cost of the Accounting Firm borne by Buyer unless the Accounting Firm agrees with Buyer's position, in which case such fees and expenses independent tax advisory firm shall be borne equally 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed ActionSellers.

Post-Closing Tax Actions. After Following the ClosingClosing and until the Merger Consideration is finally determined under Article II, Buyer shall not, Parent and Buyer shall cause its Affiliates (including the Acquired CompaniesCompany and its Subsidiaries after the Closing) shall not (i) file (unless the original due date for such Tax Return is after the Closing Date) or amend any Tax Return of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (ii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (iii) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (iv) change any current practice or procedure or accounting method, in each case with respect to Taxes, of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (v) make, change or revoke any Tax election (including an election under Section 336 or 338 of the Code or any similar provision of foreign, state or local law) that relates to, or is retroactive to, a taxable period or portion thereof ending on or prior to the Closing Date, or (vi) enter into any voluntary disclosure with any taxing authority regarding any Tax or Tax Returns of the Company or any of its Subsidiaries (collectively, “Post-Closing Tax Actions”), in each case, without the prior written consent of Equityholders' the Representative (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, (i) other than Tax Returns the Parties acknowledge and agree that are filed pursuant to the sole remedy for noncompliance with or breach of this Section 6.6, file or amend or otherwise modify 6.10(d) shall be that any Tax Return for a PrePost-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 Action shall be promptly submitted to, and resolved by, ignored when determining 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' Representative's right to review and approve the manner in which such action is taken (which approval shall not be unreasonably withheld, 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, then Buyer shall be entitled to take such Proposed Actionfinal Merger Consideration under Article II.