Post-Closing Transactions. Immediately after the Closing Date and on or before the filing deadlines therefore the Company and Purchaser shall file with all securities regulatory authorities having jurisdiction:
Post-Closing Transactions. Habit represents and warrants that it does not have a binding obligation or current plan or intention to effect a transaction treated for U.S. federal income tax purposes as a liquidation of any of its Subsidiaries or a merger of one of its Subsidiaries into another Subsidiary or into Habit or another entity, or to transfer substantially all of the assets of any of its Subsidiaries into another entity. Habit will not cause or allow any such actions to be taken (and will not enter into a binding obligation to do so) prior to the two-year anniversary of the IPO without the prior written consent of Xxxx Xxxxxx, LLC.
Post-Closing Transactions. Purchaser and Seller agree to report all transactions engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing on Purchaser’s federal Income Tax Return to the extent permitted by Treasury Regulation Section 1.1502-76(b)(1)(ii)(B), and Purchaser agrees to provide written notice to Seller describing any such transactions within 30 days after the Closing Date. Notwithstanding the foregoing, Purchaser agrees to indemnify Seller for any additional U.S. federal and applicable state Income Tax owed by Seller (including any additional U.S. federal and applicable state Income Tax imposed on Seller as a result of any payment described in this Section 6.2) resulting from any transaction engaged in by Dopaco US or the Dopaco US Subsidiaries not in the ordinary course of business occurring on the Closing Date after the Closing (taking into account any investment adjustment or similar item that results from such transaction or payment) other than any action contemplated by this Agreement. To the extent any amount for which Purchaser is responsible pursuant to this Section 6.2 is required to be paid after the Closing (including estimated Taxes), Purchaser shall pay such amount to Seller upon the later of (i) two (2) days following notice by Seller that such amount is or will be due and (ii) one (1) day before such amount is due to a Taxing Authority.
Post-Closing Transactions. Purchaser shall not cause or permit any Transferred Entity to engage in any transaction during the period after the Closing Date and ending on December 31, 2014 (the “Short Period”) which will cause Chemtura to realize any United States federal or state income tax, without the prior written consent of Chemtura, which consent shall not be unreasonably withheld by Chemtura, so long as Purchaser indemnifies Chemtura for any such tax as a result of such transaction. Transactions during the Short Period that could impact Chemtura and cause Chemtura to realize United States federal or state income taxes include a distribution of earnings by a Transferred Entity to Purchaser, its Affiliates or another Transferred Entity, an election to change the classification of any Transferred Entity and/or any transaction that would reduce the amount of Chemtura’s “Section 1248 amount.”
Post-Closing Transactions. The following actions shall occur in the following sequence immediately following the Closing:
Post-Closing Transactions. Following the Closing, SpinCo shall take the internal restructuring steps described on Section 3.7 of the Post Disclosure Schedule (the “Post-Merger Transactions”).
Post-Closing Transactions. The Shareholders shall deliver to GRLC and the Company a certificate satisfactory to GRLC and the Company that all duties, taxes and other impost payable in respect of the delivery of the Shares have been paid by the Shareholders. Promptly upon receipt of the Shares, GRLC shall issue the Purchase Consideration to the Shareholders. Prior to delivery of the Shares pursuant to this Section, GRLC shall not be required to issue or cause the issuance of the Purchase Consideration to the Shareholders.
Post-Closing Transactions. MHE and one of its Subsidiaries shall purchase all of the Hercules Shares from HCHC and HMH for an aggregate price of $2 million payable in immediately available funds. Such price shall be paid to HCHC and HMH pro rata based on their ownership of the Hercules Shares.
Post-Closing Transactions. Notwithstanding any contrary provision in this Agreement or in the Distribution Agreement, Hi/fn shall indemnify and hold the Stac Post-Spin-off Group and the Stac Post-Spin-off Members harmless (on an After-Tax Basis) against any Taxes imposed on or against the Stac Pre-Spin-Off Group or the Stac Post-Spin-off Group (including any Stac Pre-Spin-off Member or Stac Post-Spin-off Member) that are attributable to, or arise from, transactions or events which take place outside the ordinary course of business of Hi/fn and the Hi/fn Members and which occur after the Spin-off becomes effective and prior to the close of the Closing Date.
Post-Closing Transactions. No election under Section 338(g) of the Code or Section 336 of the Code, or any similar provision of state, local or non-U.S. Law, may be made with respect to the transactions contemplated by this Agreement unless UPS has consented in writing to such election. Without limiting the foregoing, Buyer agrees to indemnify UPS and its Affiliates for any additional Tax owed by UPS or any of its Affiliates (including Tax owed due to any indemnification payment made under this Section 5.6(c) resulting from (i) any transaction engaged in by any Acquired Company not in the Ordinary Course after the Closing, and (ii) any election under Section 338(g) of the Code or under Section 336 of the Code, or any similar provision of state, local or non-U.S. Law with respect to the transactions contemplated by this Agreement unless UPS has consented in writing to such election.
