Common use of Post-Closing Tax Actions Clause in Contracts

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. Without Following the Closing and until the Merger Consideration is finally determined under Article II, Parent and its Affiliates (including the Company 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 the Unit Holder Representative (not to be unreasonably withheld, conditioned or delayed), Coty. Notwithstanding the foregoing, the Company, Parties acknowledge and agree that the Company’s Subsidiaries, and their respective Affiliates will not refile sole remedy for noncompliance with or amend or permit the Company or its Subsidiaries to refile or amend breach of this Section 6.10(d) shall be that any PrePost-Closing Tax Return or Straddle Tax Return. After Action shall be ignored when determining 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 Datefinal Merger Consideration under Article II.

Post-Closing Tax Actions. Without Notwithstanding anything to the contrary in this Agreement, none of Buyer or any of its Affiliates (including the Companies and GMMV following the Closing Date), shall, without Seller’s prior written consent of the Unit Holder Representative (which consent shall not to be unreasonably withheld, withheld conditioned or delayed)): (i) during the portion of the Closing Date after the Closing, Cotytake any extraordinary actions outside of the Ordinary Course of Business; (ii) except as provided in Section 5.16(h) below, make any election under Section 336 or 338 of the CompanyCode (or any similar election under state, local or foreign applicable Law) in connection with the Company’s Subsidiaries, and their respective Affiliates will not refile or Acquisition; (iii) amend or permit the refile any Tax Return of any Company or its Subsidiaries to refile or amend GMMV for any Pre-Closing Tax Return Period; (iv) change any Tax election 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 accounting method with respect to any Taxes of the Company or GMMV for any of its Subsidiaries for a Pre-Closing Tax Period (except in connection with the filing of Tax Returns in accordance with Section 5.16(a)(iii)); (v) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the portion assessment of any Tax or deficiency of any Company or GMMV related to any Pre-Closing Tax Period; (vi) initiate any voluntary disclosure (whether through a voluntary disclosure program or otherwise) with any Governmental Entity in respect of Taxes or Tax Returns of any Company or GMMV impacting any Pre-Closing Tax Period; or (vii) take any other action after the Closing and not contemplated by this Agreement that could increase the amount of Pre-Closing Taxes or any Tax Liability of a Straddle Period ending on Company 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, GMMV for any Pre-Closing Tax Period or the portion could reduce any Tax asset 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 GMMV for 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 DatePeriod.

Post-Closing Tax Actions. Without Purchaser shall not (and Purchaser shall not permit the Company or any other Person to), (a) file (except as provided in Section 7.2) or amend any Tax Return of the Company with respect to a taxable period beginning before the Closing Date, (b) make, change, refile, revoke, amend or otherwise modify any Tax election of the Company with respect to a taxable period beginning before the Closing Date, (c) initiate voluntary contact (including through any voluntary disclosure program) with any Tax authority in respect of Taxes or Tax Returns of the Company with respect to a Pre-Closing Tax Period, (d) file any Tax Return for a Pre-Closing Tax Period in a jurisdiction in which the Company did not file such Tax Return prior to the Closing Date, or (e) 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 related to a Pre-Closing Tax Period (each of (a) through (e), an “Applicable Tax Action”), in each case except with the prior written consent of the Unit Holder Representative Seller (which consent may not to be unreasonably withheld, conditioned or delayed), Coty, . If Seller withholds its consent to an Applicable Tax Action and Purchaser disputes that Seller had the Company, right to withhold its consent on 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 basis that such Applicable 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 Action is required to be unreasonably withheldtaken by Applicable Law, conditioned or delayedeither party may submit the dispute to the Neutral Accountant for resolution applying the procedures of Section 2.4(c), (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 Datemutatis mutandis.

Post-Closing Tax Actions. Without Except to the extent expressly contemplated by this Agreement, or with the prior written consent of the Unit Holder Seller Representative (which consent shall not to be unreasonably withheld, conditioned or delayed), Coty, the Company, the Company’s SubsidiariesBuyer will not, and their respective Affiliates will not refile or amend cause 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 other Affiliates to, (a) file, 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 the portion of (ii) any other Tax Return for 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 final determination of the Company Adjusted Purchase Price pursuant to Section 2.2, (b) make, change or revoke 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) election 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 with respect to (i) any of its Subsidiaries or the Taxes of the Company or any of its Subsidiaries attributable to 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 portion 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 Straddle Pass-Through Income Tax Return for a Pre-Closing Tax Period, or (d) initiate, file or enter into a voluntary disclosure agreement or similar agreement in respect of any Pre-Closing Tax Period ending on (other than any such agreements with respect to sales, use or other similar Taxes that are due and payable prior to the Closing Date) but only to the extent such voluntary disclosure agreement or similar agreement would reasonably be expected to affect the Closing Working Capital, Company Debt or Seller Transaction Expenses, in each case as finalized pursuant to Section 2.2(d), except in the case of clauses (a) or (b) with respect to Pass-Through Income Tax Returns that are Buyer Tax Returns prepared and filed in accordance with the provisions of Section 7.3.

Post-Closing Tax Actions. Without 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 Unit Holder Representative (which consent shall 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 Dateunless such action is required by applicable Legal Requirements.