Pre-Closing Tax Matters. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, except as consented to in writing by Parent REIT or Parent OP (which consent shall not be unreasonably withheld, delayed or conditioned):
(a) The Company shall, and shall cause each other Group Company to, prepare and timely file all material Tax Returns required to be filed by them on or before the Closing Date (“Post-Signing Returns”) in a manner consistent with past practice except as otherwise required by applicable Laws;
(b) The Company shall, and shall cause each other Group Company to, fully and timely pay (or cause to be paid) all material Taxes due and payable by the Company or another Group Company, as applicable, in respect of such Post-Signing Returns that are so filed;
(c) The Company shall furnish all material Post-Signing Returns (with respect to any Group Company) to Parent REIT at least twenty (20) days before the due date for such Tax Returns, and Parent REIT shall have the opportunity to discuss such Tax Returns with the Company prior to the filing of such Tax Returns; provided however, that this provision is not designed to imply that Parent REIT has an approval right over the filing of such Tax Returns.
(d) Each party shall cooperate in the preparation, execution and filing of all returns, questionnaires, applications or other documents regarding any Transaction Taxes that become payable in connection with the Contemplated Transactions, and shall cooperate in attempting to minimize the amount of such Transaction Taxes;
(e) The Company shall not, and shall cause each other Group Company not to, make, change or rescind any material Tax election or change a material method of Tax accounting unless in each case such action is required by Law; if any action is required by Law, the applicable Group Company shall promptly notify Parent REIT;
(f) The Company shall not, and shall cause each other Group Company not to, amend any material Tax Return, or settle or compromise any material federal, state, local or foreign income Tax liability, audit, claim or assessment, or enter into any material closing agreement related to Taxes, or knowingly surrender any right to claim any material Tax refund unless either (i) such action is not material and would not affect the Taxes of the applicable Group Company in a post-Closing period or (ii) such action is required by law; solely in the case of clause (i...
Pre-Closing Tax Matters. After the Closing, the Purchaser and its Affiliates shall not permit the Company or any of its Subsidiaries to, (i) other than Tax Returns that are filed pursuant to Section 9.01(a), file or amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (ii) after the date any Tax Return filed pursuant to Section 9.01(a) is filed, amend or otherwise modify any such Tax Return, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iv) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (v) make or initiate any voluntary contact with a Governmental Authority regarding Taxes in any Pre-Closing Tax Period; provided that, subject to Section 9.02, none of the foregoing limitations in this Section 9.01(c) shall limit the rights of the Company or its Subsidiaries from (A) registering to collect and remit sales and use taxes for any tax period beginning after the Closing Date and (B) filing income Tax Returns for any tax period beginning after the Closing Date.
Pre-Closing Tax Matters. (a) Unitholders will be allocated all items of income, gain, loss, deduction and credit of MLP for income Tax purposes through and including the Closing Date.
(b) MLP will be responsible for (i) the preparation, filing and delivery of all MLP Income Tax Returns required to be filed or delivered prior to the Closing Date and (ii) the filing of all MLP Income Tax Returns of the MLP Group Entities required to be filed on or after the Closing Date.
(c) GP Holdings will be responsible for (i) the preparation of all MLP Income Tax Returns with respect to all taxable periods ending on or before the Closing Date that are required to be filed or delivered on or after the Closing Date, which MLP Income Tax Returns shall be prepared in a manner consistent with the past practices of the MLP unless otherwise required by applicable Law, and (ii) the delivery to the Unitholders of all MLP Income Tax Returns of such Unitholders required to be filed on or after to the Closing Date; provided, that any out-of- pocket, third party costs, fees or expenses incurred with respect to the foregoing shall be borne by MLP. GP Holdings will provide to Parent copies of all such MLP Income Tax Returns at least 30 days prior to the date on which such MLP Income Tax Return is required to be filed or delivered for Parent’s review and comment, and any reasonable comments of Parent shall be considered in good faith for incorporation into such MLP Income Tax Return by GP Holdings prior to filing by MLP or delivery by GP Holdings, as applicable.
(d) Following the Closing, the Parties shall, and shall cause their respective Affiliates (and their respective officers, directors, employees or agents) to, cooperate with the other Parties regarding the preparation and filing of all MLP Income Tax Returns, including providing the other Parties with reasonable access, during normal business hours, to their respective offices, employees, outside accountants, books, records and Tax Returns, subject to the proviso in Section 6.7(b).
(e) GP Holdings shall cause all MLP Income Tax Returns prepared by it to reflect properly for Tax purposes any transactions undertaken by Parent, Merger Sub or any Unitholder (including the Sponsors), whether at or prior to the Closing. Following the Closing, Parent shall, and shall cause its Affiliates to, cause MLP to be properly classified as a partnership for U.S. federal income Tax purposes, and not as a disregarded entity or an association taxable as a corporation.
(f) ...
Pre-Closing Tax Matters. Except as otherwise provided herein, Seller shall not, and shall cause the Company not to, make or change any material election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, if such election, adoption, change, amendment, agreement, settlement, surrender, or consent could reasonably be expected to increase the Tax liability of the Company for any period ending after the Closing Date.
Pre-Closing Tax Matters. After the Closing Date, Purchaser shall not, and shall not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, the Company) to, except with the Stockholder Representative’s prior written consent (not to be unreasonably withheld, conditioned or delayed) (i), file, re-file, supplement, or amend any Tax Return of the Company for any Pre-Closing Tax Period, (ii) voluntarily approach any Taxing Authority regarding any Taxes or Tax Returns of the Company that were originally due on or before the Closing Date, (iii) change any method or period of accounting or make any Tax election for the Company effective on or before the Closing Date, (iv) enter into any closing agreement or settle any Tax claim or assessment with respect to the Company for any Pre-Closing Tax Period, (v) surrender any right to claim a refund of Taxes of the Company for any Pre-Closing Tax Period; or (vi) take any action relating to Taxes or that could create a Tax liability for the Stockholders on the Closing Date (other than as expressly contemplated by this Agreement).
Pre-Closing Tax Matters. Without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed) and until the earlier of (1) the time that the RWI Indemnity Escrow Funds are released in accordance with this Agreement and the Escrow Agreement and (2) the time that the amount of outstanding claims for indemnification under Section 8.02 exceed the remaining RWI Indemnity Escrow Funds, neither Purchaser nor the Companies or any of their Affiliates shall, with respect to the Companies, (i) file or amend or otherwise modify any Tax Return that relates to a Pre-Closing Tax Period (other than to file Tax Returns in accordance with Section 6.15(b)), (ii) make or change any election for, or that has retroactive effect to, any Pre-Closing Tax Period (other than the Section 338(h)(10) Election or any other elections specifically contemplated by this Agreement), (iii) settle, voluntarily approach, enter into voluntary disclosure agreement with, or file any ruling request with any taxing authority with respect to any Pre-Closing Tax Period, (iv) extend or waive the statute of limitations with respect to any Pre-Closing Tax Period (other than as a result of obtaining an extension of time to file a Tax Return) or (v) cause any Company to engage in a transaction on the Closing Date, but after the Closing, that is outside the ordinary course of business, in each case, if such action would (A) increase the amount of Taxes payable by any of the Sellers or (B) create or increase any indemnification obligation hereunder.
Pre-Closing Tax Matters. After the Closing, Buyer and its Affiliates shall not, and Buyer and its Affiliates shall not permit the Company or any of its Subsidiaries or Arsenal Blocker to, (a) other than Tax Returns that are filed pursuant to Section 8.01, file or amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (b) after the date any Tax Return filed pursuant to Section 8.01 is filed, amend or otherwise modify any such Tax Return, (c) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (d) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (e) make or initiate any voluntary contact with a Tax Authority (including any voluntary disclosure agreement or similar process) regarding any Pre-Closing Tax Period.
Pre-Closing Tax Matters. Without the prior written consent of the Sellers’ Representative (not to be unreasonably withheld, conditioned or delayed), neither Purchaser nor the Georgia C-Corporation shall, with respect to the Georgia C-Corporation, (i) file or amend or otherwise modify any Tax Return that relates to a Pre-Closing Tax Period (other than to file Tax Returns in accordance with Section 6.12(a)), (ii) make or change any election for, or that has retroactive effect to, any Pre-Closing Tax Period (other than an election specifically contemplated by this Agreement), (iii) settle, voluntarily approach, enter into voluntary disclosure agreement with, or file any ruling request with any taxing authority with respect to any Pre-Closing Tax Period, (iv) extend or waive the statute of limitations with respect to any Pre-Closing Tax Period (other than as a result of obtaining an extension of time to file a Tax Return) or (v) cause the Georgia C-Corporation to engage in a transaction on the Closing Date, but after the Closing, that is outside the ordinary course of business, in each case, if such action would reasonably be expected to (A) increase the amount of Taxes payable by any of the Sellers or (B) create or increase any indemnification obligation hereunder (taking into account any limitations on indemnification contained in Article VIII).
Pre-Closing Tax Matters. Each Company shall file all Tax Returns with respect to each Company required to be filed (taking into account any extensions) on or prior to the Closing Date and shall pay any and all Taxes due with respect to such Tax Returns. All Tax Returns described in this Section 6.10 shall be prepared in a manner consistent with prior practice unless otherwise required by applicable Tax laws (or the judicial or administrative interpretations thereof).
Pre-Closing Tax Matters. Without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Buyer and its Affiliates shall not, and Buyer and its Affiliates shall not permit the Group Companies to, take the following actions in each case only to the extent such action could result in an indemnification claim pursuant to ARTICLE 9) or reduce any amount otherwise payable to Seller pursuant to Section 6.10(g): (i) amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iii) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or (iv) make or initiate any voluntary contact with a taxing authority regarding any Pre-Closing Tax Period.
