Tax Elections, Etc. Without the prior written consent of Select (which consent shall not be unreasonably conditioned, withheld or delayed), Buyer shall not, and shall not permit any of its Affiliates (including the Companies), to (i) amend any Tax Return with respect to any Company for any Pre-Closing Tax Period; (ii) make, revoke or change any Tax election, or change any method of Tax accounting, in each case with respect to any Company for any Pre-Closing Tax Period; or (iii) apply to any Taxing Authority for any binding or non-binding opinion, ruling or other determination in relation to any act, matter or transaction occurring with respect to any Company in a Pre-Closing Tax Period.
Tax Elections, Etc. Make or change any Tax election, settle, abandon or compromise any Tax liability, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes, enter into any closing agreement with respect to any Taxes or surrender any right to claim a Tax refund, adopt or change any method of accounting with respect to Taxes, waive or alter any right to any Tax credit, or file any amended Tax Return.
Tax Elections, Etc. Except as expressly contemplated by this Agreement, make or change any Tax election, settle or compromise any Tax liability of Folsom Lake Bank, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes of Folsom Lake Bank, enter into any closing agreement with respect to Table of Contents any Taxes or surrender any right to claim a Tax refund, adopt or change any method of accounting with respect to Taxes, or file any amended Tax Return.
Tax Elections, Etc. No new elections with respect to Taxes or any changes in current elections or practice with respect to Taxes (in each case, in respect of any tax year ending on or before, or which includes, the Closing Date) affecting the Company (including, without limitation, all changes which would set a precedent for later periods) or any of its Subsidiaries shall be made after the date of this Agreement without the prior written consent of Guarantee not to be unreasonably withheld.
Tax Elections, Etc. All tax elections and determinations on behalf of the Partnership will be made by majority vote of the Partners, and each Partner agrees that it shall not, in its own tax reporting and returns, take any position inconsistent with that determined upon by such majority vote.
Tax Elections, Etc make, change or revoke any material Tax election (or any other Tax election that would be binding on any of the Company or the Subsidiaries with respect to the determination of Tax Liability any of the Company or the Subsidiaries for any taxable period or portion thereof beginning after the Closing Date), settle or compromise any claim, action, suit, litigation, proceeding arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable Tax Law, make any material change to any of its methods of Tax accounting (or any other change in method of Tax accounting that would be binding on any of the Company or the Subsidiaries with respect to the determination of Tax Liability any of the Company or the Subsidiaries for any taxable period or portion thereof beginning after the Closing Date);
Tax Elections, Etc make, change or revoke any material Tax election (or any other Tax election that would be binding on such Blocker Corp with respect to the determination of Tax Liability of such Blocker Corp for any taxable period or portion thereof beginning after the Closing Date), change an annual accounting period for Tax purposes, file any amended Tax Return, settle or compromise any claim, action, suit, litigation, proceeding arbitration, investigation, audit controversy relating to Taxes, or except as required by applicable Law, adopt or make any material change to any of its methods of Tax accounting (or any other change to any method of Tax Accounting Tax that would be binding on such Blocker Corp or with respect to the determination of Tax Liability of such Blocker Corp for any taxable period or portion thereof beginning after the Closing Date); consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to such Blocker Corp or its Blocker LP, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, settlement, consent or other action would have the effect of increasing the Tax liability of such Blocker Corp for any taxable period;
Tax Elections, Etc. Except as expressly contemplated by this Agreement, make or change any Tax election, settle or compromise any Tax liability of VCBank, agree to an extension or waiver of the statute of limitations with respect to the assessment or determination of Taxes of VCBank, enter into any closing agreement with respect to any Taxes or surrender any right to claim a Tax refund, adopt or change any method of accounting with respect to Taxes, or file any amended Tax Return.
Tax Elections, Etc. The Company has never (i) filed a consent under Section 341 (f) of the Code concerning collapsible corporations; (ii) made any payments, nor is it a party to any contract that could obligate it to make any payments, that will not be deductible under Section 28OG, 404 or 162(m) of the Code; (iii) entered into any tax allocation or sharing agreement and the Company has not assumed or agreed to pay any Tax obligations of, or with respect to any transaction relating to, any other person or agreed to indemnify any other person with respect to any Tax; (iv) been (or has any liability for unpaid taxes because it once was) a member of an affiliated group during any part of any consolidated return year within which any corporation other than the Company and its current Subsidiaries was also a member of that affiliated group; (v) been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code; (vi) agreed to make, nor is it required to make, any adjustment under Section 481 of the Code by reason of any change in accounting method, (vi) been a party to any joint venture, partnership or other agreement that could be treated as a partnership for Tax purposes or (vii) a “reporting corporation” subject to the information reporting and record maintenance requirements for foreign owned companies under Section 6038A of the Code.
Tax Elections, Etc. The General Partner shall have full power and authority for and on behalf of and in the name of the Partnership and the Limited Partners to file any tax elections, forms or similar documents.
