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 or its Affiliates to (i) make or change any Tax election that has any retroactive effect on any Pre-Closing Tax Period (including any election under Section 336(e) or Section 338 of the Code, or under any analogous or similar rules in any relevant Tax jurisdiction), (ii) apply to any taxing authority for any binding or non-binding opinion, ruling, or other determination, or enter into any voluntary disclosure program or agreement with any Tax Authority regarding any Taxes or Tax Returns of the Company or any of its Subsidiaries with respect to any Pre-Closing Tax Period, (iii) amend or cause to be amended any Tax Return of the Company or its Subsidiaries for any Pre-Closing Tax Period, (iv) extend or waive any statute of limitations or other period for the assessment of any Tax that relates to a Pre-Closing Tax Period, (v) report any Transaction Tax Deductions pursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) or elect to ratably allocate items pursuant to Treasury Regulations section 1.1502-76(b)(2) (or any similar provision of applicable Legal Requirements), or (vi) file any Tax Return for any Pre-Closing Tax Period for the Company in a jurisdiction where the Company or its Subsidiaries have not previously filed Tax Returns for any Tax period, in each case, without the prior written consent of the Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless such action is required by applicable Legal Requirements.

Post-Closing Tax Actions. Parent shall not, (a) From and shall not cause or permit after 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 caseClosing, without the prior written consent of the 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 required otherwise governed by applicable Legal Requirements.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). 100

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 to file or its Affiliates to (i) make or change amend 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 Return of the Company or any of its Subsidiaries with respect relating to any a Pre-Closing Tax Period, (ii) 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 such Tax Return except in accordance with the procedures set forth in Section 4.11(b)(ii), (iii) amend initiate discussions or cause examinations with, or make any voluntary disclosures to, any Governmental Authority regarding Taxes with respect to be amended any Tax Return of the Company or its Subsidiaries for any a Pre-Closing Tax Period, (iv) extend make or waive change any statute election with respect to Taxes for a Pre-Closing Tax Period of limitations the Company, or (v) other than as described in Section 4.11(b)(ii), change any accounting method that shifts taxable income from a Tax period for beginning (or deemed to begin) after the assessment of any Tax that relates Closing Date 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) Period or elect to ratably allocate items pursuant to Treasury Regulations section 1.1502-76(b)(2) (shifts deductions or any similar provision of applicable Legal Requirements), or (vi) file any Tax Return for any losses from a Pre-Closing Tax Period for to a Tax period beginning (or deemed to begin) after the Company in a jurisdiction where the Company or its Subsidiaries have not previously filed Tax Returns for any Tax periodClosing 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 Representative (which consent shall not be unreasonably withheld, conditioned or delayed), unless and (y) to the extent any such action is required by applicable Legal Requirementsaction, initiation of discussions or examinations, voluntary disclosure, election or change in accounting 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 shall not, and Purchaser shall not cause or (and Purchaser shall not permit the Company or its Affiliates 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, (ib) make make, change, refile, revoke, amend or change otherwise modify any Tax election that has any retroactive effect on any Pre-of the Company with respect to a taxable period beginning before the Closing Tax Period Date, (c) initiate voluntary contact (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 through any voluntary disclosure program or agreement program) with any Tax Authority regarding any authority in respect of Taxes or Tax Returns of the Company or any of its Subsidiaries with respect to any a Pre-Closing Tax Period, (iiid) amend 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 amended any Tax Return of the Company extended or its Subsidiaries for any Pre-Closing Tax Periodwaived, (iv) extend or waive any statute of limitations or other period for the assessment of any Tax that relates or deficiency related to a Pre-Closing Tax Period, Period (veach of (a) 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) through (or any similar provision of applicable Legal Requirementse), or (vi) file any an “Applicable 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 periodAction”), in each case, without case except with the prior written consent of the Representative Seller (which consent shall may not be unreasonably withheld, conditioned or delayed), unless . If Seller withholds its consent to an Applicable Tax Action and Purchaser disputes that Seller had the right to withhold its consent on the basis that such action Applicable Tax Action is required to be taken by applicable Legal RequirementsApplicable Law, either party may submit the dispute to the Neutral Accountant for resolution applying the procedures of Section 2.4(c), mutatis mutandis.