Section 481 Adjustments. The Company has not agreed, nor is it required to make, any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise.
Section 481 Adjustments. None of the Acquired Corporations is required to include in income any adjustment pursuant to Internal Revenue Code §481 by reason of a voluntary change in accounting method initiated by any of the Acquired Corporations, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. The Company is not required to include in income any adjustment pursuant to Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company, and the IRS has not proposed any such adjustment or change in accounting method.
Section 481 Adjustments. None of the Target Entities is required to include in income any adjustment pursuant to Section 481 of the Code by reason of a voluntary change in accounting method initiated by any of the Target Entities prior to the Closing, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. None of the Business Entities has elected or agreed, or is required, to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise that would require a Business Entity to include any item in income, or exclude any item of deduction from, taxable income for any period (or portion thereof) ending after the Closing Date.
Section 481 Adjustments. Neither WIS nor any other person (including Sellers) on behalf of WIS has agreed to or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state, local or foreign law by reason of a change in accounting method initiated by WIS or Sellers or has any knowledge that the IRS has proposed any such adjustment or change in accounting method, or has any application pending with any Tax authority requesting permission for any changes in accounting methods that relate to the business or operations of WIS.
Section 481 Adjustments. Seller has not agreed, nor is it required to make, any adjustment under Code Section 481(a) by reason of a change in accounting method or otherwise.
Section 481 Adjustments. Neither the Company nor any of its Subsidiaries is required to include in income any adjustment pursuant to Code Section 481 by reason of a voluntary change in accounting method initiated by the Company or any of its Subsidiaries, and the Internal Revenue Service has not proposed any such change in accounting method.
Section 481 Adjustments. Section 3.15(a)........ Intellectual Property Section 3.15(f)(i)..... Inbound License Agreements Section 3.15(f)(ii).... Outbound License Agreements Section 3.15(j)........
Section 481 Adjustments. Notwithstanding anything herein to the contrary, to the extent that any of the Sold Companies or Sold Subsidiaries is required under Section 481(a) of the Code (or any similar provision of state or local Law) to include any amount in taxable income as a result of any change in method of accounting for a taxable period ending on or prior to the Closing Date as a result of the matter described in Section 4.12(d)(vi) of the Disclosure Letter (a “Section 481 Adjustment”), the Company and its Subsidiaries shall to the fullest extent permitted by applicable Law elect in the form and manner described in Section 7.03(3)(d) of Revenue Procedure 2015-13 (2015-5 I.R.B. 419) (or in any manner permitted under applicable state or local Law) to cause any such Section 481(a) Adjustment with respect to such Sold Company or Sold Subsidiary to be recognized in the taxable year that includes the Closing Date (an “Eligible Acquisition Transaction Election”). If the Estimated 481 Adjustment included in Indebtedness as finally determined exceeds the actual Section 481 Adjustment as determined based on (1) the Section 481 Adjustment actually reflected on a Tax Return filed by the applicable Sold Company or Sold Subsidiary with respect to a taxable period (or portion thereof) beginning after the Closing Date and (2) the Sold Company’s or Sold Subsidiary’s (as applicable) actual computation of additional tax liability with respect to such taxable period attributable to Such Section 481 Adjustment (determined in a manner consistent with clause (viii) of the definition of “Indemnified Taxes”), within fifteen (15) days of filing the Tax Return for the relevant tax year, the Buyer and its Affiliates shall promptly pay (or cause to be paid) to the Company an amount (if any) equal to the excess of the Estimated 481 Adjustment (or portion thereof attributable to such tax year) over such amount actually determined.
