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. 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. 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. 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. 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. The parties hereto acknowledge and agree that the Seller and the Company will make a timely election under Treasury Regulation Section 1.1502-20(g) to reattribute all net operating losses and net capital losses sustained by the Company for all of its taxable years or periods ending on or prior to December 31, 1998, to the Seller to the maximum extent permitted under such Treasury Regulation. To accomplish this reattribution, the Buyer agrees that it will (a) cause the Company to sign the statement required by Treasury Regulation Section 1.1502-20(g)(5)(i) (the "Statement") in substantially the form attached hereto as Schedule 5.8 with the appropriate reattributed losses as determined by the Seller inserted into the Statement, (b) cause the Company to retain a copy of the Statement in its records, (c) acknowledge to the Seller in writing its receipt of a copy of the Statement when delivered to it, and (d) attach the Statement, or cause the Statement to be attached, to the Company's timely filed federal income tax return, or to the timely filed federal income tax return of the consolidated group that includes the Company, for the first tax year ending after the due date, including extensions, of the Seller's tax return for the tax year of the Seller's sale of the Shares to the Buyer in which the Statement is to be filed, as required by Treasury Regulation Section 1.1502-20(g)(5)(ii). Seller acknowledges that this election is being made at its request and for its benefit. Neither the Buyer nor the Company makes its representation or warranty regarding the appropriateness of the election, and neither the Buyer or the Company shall have any liability to the Seller in the event that the net operating losses and net capital losses sustained by the Company are not reattributed. Seller agrees to keep the Company advised of any position taken by the Internal Revenue Service with respect to this election.
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. 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.
