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 prior to the Final Settlement.
Post-Closing Tax Covenant. Following the Closing, except as explicitly contemplated by this Agreement or to the extent otherwise required by applicable Law, Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to take any of the following actions to the extent such action relates to the Transferred Entities, the Business or the Retained Businesses for a Pre-Closing Tax Period or Straddle Period or could reasonably be expected to increase the liability of any member of the Seller Group for Taxes (including as a result of Seller’s indemnification obligations pursuant to this Agreement) or reduce their entitlement to Tax Refunds: (a) without the prior written consent of Seller, make, change or revoke any Tax election under applicable Law with respect to any of the Transferred Entities in respect of, or that has retroactive effect to, any Pre-Closing Tax Period or Straddle Period (including an election to waive the carryback of any net operating loss or other Tax attribute existing as of the Closing Date or any election under Section 336 or Section 338 of the Code) if such election, change or revocation could reasonably be expected to increase the liability of any member of the Seller Group for Taxes (including as a result of Seller’s indemnification obligations pursuant to this Agreement) by more than a de minimis amount or materially reduce their entitlement to Tax Refunds, (b) take any action on the Closing Date after the Closing that is outside the Ordinary Course of Business, (c) amend any Tax Return or election made in connection with such Tax Return except as required by Law if such amendment could reasonably be expected to increase the liability of any member of the Seller Group for Taxes (including as a result of Seller’s indemnification obligations pursuant to this Agreement) by more than a de minimis amount or materially reduce their entitlement to Tax Refunds, (d) make or initiate any voluntary contact with a Tax Authority (including any voluntary disclosure agreement or similar process) if such voluntary contract could reasonably be expected to increase the liability of any member of the Seller Group for Taxes (including as a result of Seller’s indemnification obligations pursuant to this Agreement) by more than a de minimis amount or materially reduce their entitlement to Tax Refunds, (e) change any method of accounting for Tax purposes or Tax accounting period, (f) agree to any waiver or extension of the statute of limitations in re...
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. Buyer shall not, and shall not cause its Affiliates (including the Group Companies) to (i) make any Tax election with respect to any Group Company, which election would be effective on or prior to the Closing Date (including for clarity, any election under Section 338(g) of the Code, or any corresponding or similar provision of state, local or non-U.S. Tax law, with respect to the Share Purchase), (ii) take any action on the Closing Date after the Closing that is outside the Ordinary Course of Business with respect to the Group Companies or the Business, (iii) amend any Tax Return or election made in connection with such Tax Return with respect to any of the Group Companies 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, (v) extend or waive any statute of limitations with respect to any Tax period ending on or before the Closing Date, or (vi) 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, without Parent’s prior written consent, not to be unreasonably withheld, conditioned or delayed, to the extent that each such action would give rise to a claim for indemnification of Pre-Closing Taxes or otherwise increase the liability of any of Parent or any of its respective Affiliates (other than the Group Companies) for Taxes (including pursuant to this Agreement).
Post-Closing Tax Covenant. Seller, Company and Cxxxxxxxx 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 Shares or Assets in the hands of the Buyer 12.4
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. 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. 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).
Post-Closing Tax Covenant. Following the Closing, except as explicitly contemplated by this Agreement or to the extent otherwise required by applicable Law, Purchaser shall not, and shall cause its Affiliates (including the Transferred Entities) not to, without the prior written consent of Seller (such consent not to be unreasonably conditioned, withheld or delayed), take any of the following actions to the extent such action relates to the Transferred Entities or could reasonably be expected to impact the Taxes of Seller or any of its Affiliates: (i) make, change or revoke any Tax election (including an election to waive the carryback of any Tax attribute existing as of the Closing Date), (ii) take any action on the Closing Date after the Closing that is outside the ordinary course of business, (iii) amend any Tax Return or election made in connection with such Tax Return, (iv) change any method of accounting for Tax purposes or Tax accounting period, (v) enter into any voluntary disclosure agreement or similar process with a Tax Authority, (vi) agree to any waiver or extension of the statute of limitations in respect of Taxes, (vii) surrender any right to claim a refund or credit of Taxes, or (viii) carry back any item of loss, deduction or credit of any Transferred Entity that arises in any taxable period ending after the Closing Date into any taxable period ending on or before the Closing Date.
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.
