Post-Closing Tax Covenant. Seller shall promptly pay Taxes payable with respect to the operation of the System arising prior to Closing for which Seller is responsible that become due or otherwise have given rise to, or could give rise to, any Lien on the Assets.
Post-Closing Tax Covenant. Without the consent of the Stockholder Representative (not to be unreasonably withheld, conditioned or delayed), the Acquiror shall not, except as otherwise required by law or contemplated by this Agreement, amend any Tax Return or election made in connection with such Tax Return with respect to the Company or any of its Subsidiaries for any Tax period ending on or before the Closing date, or change any method of accounting for Tax purposes or Tax accounting period with respect to any Tax period or portion thereof ending on or before the Closing Date that would reasonably be expected to give rise to a claim against the Stockholders for indemnification of Indemnified Taxes. Notwithstanding anything to the contrary in the foregoing, the Acquiror shall be entitled to take such actions as reasonably necessary to remediate any Tax compliance, reporting, filing, withholding, payment or similar deficiencies of the Company with respect to the matters set forth on Schedule 6.2(f) of the Disclosure Schedules; provided, however, that, prior to contacting a Tax authority to make a voluntary correction or amendment of any Tax Return relating to Taxes with respect to Pre-Closing Tax Periods or initiate participation in a voluntary disclosure agreement or similar program (“VDA”), the Acquiror shall notify the Stockholder Representative and consider in good faith any comments by the Stockholder Representative with respect to the proposed action(s). If the Stockholder Representative does not consent, and is not deemed to have consented pursuant to the following sentence, to such proposed action with respect to the matters set forth on Schedule 6.2(f) of the Disclosure Schedules (and such failure to consent was not unreasonable or due to an unreasonable delay or condition), then neither the Taxes paid in connection with such correction nor any out-of-pocket costs of correcting such practice shall be deemed to be Indemnified Taxes or other Tax liabilities indemnifiable pursuant to Section 6.2(a) or Section 6.2(f). The Stockholder Representative shall be deemed to have consented to a proposed action with respect to the matters set forth on Schedule 6.2(f) of the Disclosure Schedules if the Acquiror has received written advice, from an independent Tax advisor, that such action is necessary to cause the Company’s Tax Returns to comply with applicable Tax law (determined on a “more likely than not” basis). Any participation in such a VDA proceeding will be a Tax Contest subject ...
Post-Closing Tax Covenant. So long as any books, records and files retained by NPTest Holding LLC relating to the business of Company, or the books, records and files of Company, to the extent they relate to the operations of Company prior to the Closing Date, remain in existence and available, each party (at its expense) shall have the right upon reasonable prior notice to inspect and to make copies of the same at any time during business hours for any proper purpose. Parent, Company and NPTest Holding LLC shall use all commercially reasonable efforts not to destroy or allow the destruction of any such books, records and files without first offering in writing to deliver them to the other.
Post-Closing Tax Covenant. Seller and the Shareholders shall, jointly and severally, pay after the Closing any Pre-Closing Taxes that have given rise to, or could give rise to any, lien or encumbrance on the Assets in the hands of the Buyer.
Post-Closing Tax Covenant. Purchaser shall not, and shall not cause its Affiliates (including the Transferred Entities) to (i) make any Tax election with respect to any Transferred Entity, which election would be effective on or prior to the Closing Date, (ii) take any action on the Closing Date after the Closing that is outside the Ordinary Course of Business with respect to the Transferred Entities or the Business, (iii) amend any Tax Return or election made in connection with such Tax Return with respect to any of the Transferred Entities for any Tax period ending on or before the Closing Date, (iv) initiate or enter into any voluntary disclosure agreement or program with any taxing authority with respect to any Tax period ending on or before the Closing Date prior to the finalization of the Final Closing Statement, or (v) change any method of accounting for Tax purposes or Tax accounting period with respect to any Tax period or portion thereof ending on or before the Closing Date, in each case, that would reasonably be expected to increase the liability of any of the Sellers or their respective Affiliates (other than the Transferred Entities) for Taxes (including pursuant to this Agreement); provided, that nothing in this Section 8.7 or otherwise in this Agreement shall be construed to limit Purchaser’s ability to make an election under Section 338(g) of the Code (or any corresponding or similar provision of state or local Tax Law) with respect to the Sale of Shares of any non-U.S.
Post-Closing Tax Covenant. Notwithstanding anything to the contrary herein, without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, unless required by applicable Law, none of Purchaser or any of its Subsidiaries or Affiliates (including, after the date of the Applicable Closing, the Transferred Entities) shall (i) amend any Tax Returns of a Transferred Entity for any Pre-Closing Tax Period, (ii) make any Tax election with respect to the Transferred Entities that is effective in any Pre-Closing Tax Period, (iii) take any action outside the ordinary course of business with respect to the Transferred Entities, the Transferred Assets or the Business on the Principal Closing Date, to the extent such action would reasonably be expected to have the effect of materially increasing any Tax liability (including any indemnity obligation under Section 5.20(a)) or materially reducing any Tax asset of the Seller or any of its Affiliates or (iv) extend any applicable statute of limitations with respect to any Tax Return required to be filed by or with respect to the Business, any Transferred Asset or any Transferred Entity, with respect to any taxable period ending on or before the Principal Closing Date (other than any such extension that is agreed to in the context of a Tax Proceeding in accordance with Section 5.20(j)).
Post-Closing Tax Covenant. Except as required by applicable Law, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Buyer shall not nor shall it permit any of its Affiliates to, with respect to the Purchased Assets or Elusys, (i) take any action on the Closing Date after the Closing other than in the ordinary course of business or as otherwise contemplated by this Agreement, (ii) make any retroactive Tax election effective for any Pre-Closing Tax Period except as contemplated by Section 5.8, (iii) amend, file or re-file any Tax Return for any Pre-Closing Tax Period, except as contemplated by Section 5.5(b)(iii), or (iv) waive or extend any statute of limitations for the assessment or collection of any Excluded Tax.
Post-Closing Tax Covenant. Neither Purchaser nor any of its Affiliates (including, after the Closing, the Target Entities or their Subsidiaries) shall, without the prior written consent of Seller, take any action (including, without limitation, making or changing any Tax election of or with respect to the Target Entities, any of their Subsidiaries or the Acquired Assets that is attributable to any Pre-Closing Tax Period or Pre-Closing Straddle Period, amending, re-filing or otherwise modifying (or granting an extension of any applicable statute of limitations with respect to) any Tax Return of the Target Entities or any of their Subsidiaries or with respect to the Acquired Assets, that relates to any Pre-Closing Tax Period or Pre-Closing Straddle Period) that could result in any increased Tax liability of the Target Entities or any of their Subsidiaries (or Seller or any of its Affiliates) or a reduction in any Tax asset in respect of a Pre-Closing Tax Period or Pre-Closing Straddle Period. Seller shall not, without the prior written consent of Purchaser, take any action in a Contest that Seller controls pursuant to Section 4.20(d)(ii)(A) that could result in any increased Tax liability of Purchaser, the Target Entities or any of their Subsidiaries or Affiliates, or a reduction in any Tax asset in respect of a Post-Closing Tax Period or portion of the Straddle Period that occurs after the Closing Date. Notwithstanding the foregoing, no consent (written or otherwise) shall be required for either party to take an action affecting Tax liability or a Tax asset if that action is required by applicable Law as finally determined by a court of competent jurisdiction or the relevant Taxing Authority. Any disputes about the proper treatment of a Tax liability or Tax asset under applicable Law may be submitted for arbitration pursuant to Section 4.20(g). For the avoidance of doubt, any consent to an action under this Section 4.20(f) shall not prejudice a claim for indemnification under Section 6.02.
Post-Closing Tax Covenant. Except as required by applicable Law or as contemplated or required by this Agreement, Purchaser shall not, and shall cause its Affiliates (including, after the Closing, the Transferred Entities) not to, (i) make any tax election with respect to any Transferred Entity, which election would be effective on or prior to the Closing Date, (ii) take any action on the Closing Date but after the Closing that is outside the Ordinary Course of Business with respect to the Transferred Entities or the Business, (iii) amend any Tax Return or election made in connection with such Tax Return with respect to any of the Transferred Entities for any Pre-Closing Tax Period, (iv) initiate or enter into any voluntary disclosure agreement or program with any taxing authority with respect to any Pre-Closing Tax Period, or (v) change any method of accounting for Tax purposes or Tax accounting period with respect to any Pre-Closing Tax Period.
Post-Closing Tax Covenant. Following the Closing, Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to (i) make any election with respect to any Transferred Entity (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3), which election would be effective on or prior to the Closing Date, (ii) take any action after the Closing on the Closing Date that is outside the Ordinary Course of Business with respect to the Transferred Entities or the Business, (iii) amend any Tax Return or election made in connection with such Tax Return with respect to any of the Transferred Entities for any Tax period ending on or before the Closing Date, or (iv) take any action, fail to take any action or enter into any transaction, in each case, that could reasonably be expected to materially increase the Liability of any of the Sellers or their respective Affiliates (other than the Transferred Entities) for Taxes (including pursuant to this Agreement).
