Tax Return Amendments. During the Indemnification Period, unless required by applicable Law, the Buyer shall not, and shall not allow the Company or any Company Subsidiary to, amend, modify or otherwise change any Tax Returns of the Company or any Company Subsidiary for any taxable period that begins prior to the Closing Date without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, delayed or conditioned (it being understood that it would not be unreasonable to withhold any such consent if such amendment, modification or change could reasonably be expected to cause the Sellers to incur a Tax indemnity obligation under Section 11.3).
Tax Return Amendments. Unless otherwise required by the applicable Law, without Sellers’ prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed), the Buyer shall not amend or cause or permit the amendment of any Pre-Closing Tax Returns or Straddle Period Tax Returns or extend or permit the extension of any statute of limitations with respect to a Pre-Closing Tax Period or Straddle Period.
Tax Return Amendments. Without the prior written consent of the Securityholder Representative, which consent may not be unreasonably withheld or delayed, Parent shall not amend or permit the amendment of any Tax Returns of the Company or the Subsidiary for taxable years or periods ending on or before the Closing Date or for any Straddle Period, and shall not extend or permit the extension of any statute of limitations with respect to such Tax Returns.
Tax Return Amendments. After the Closing Date, the Purchaser or any Affiliate shall not amend, materially modify or otherwise change any Tax Return of the Company for any Pre-Closing Date Tax Periods or Straddle Periods, without the prior written consent of Seller.
Tax Return Amendments. In the event Xx. Xxxxxxx wishes to amend any of the Company's tax returns for years prior to 1997, UWSI shall cooperate with Xx. Xxxxxxx' filing of such amendments as long as such amendments are prepared solely at Xx. Xxxxxxx' cost and expense and will not create a corporate tax obligation to UWSI or any of its affiliates.
Tax Return Amendments. (i) Except as required by applicable law, neither the Purchaser nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company with respect to a Pre-Closing Tax Period without the prior written consent of the Seller Representative, which consent shall not be unreasonably withheld, conditioned, or delayed.
Tax Return Amendments. Unless required by Law, Parent shall not, with respect to the Company, without the prior written consent of the Shareholder Representative, which consent shall not be unreasonably withheld, conditioned, or delayed: (i) amend, refile or otherwise modify any Tax Return relating in whole or in part to the Company for a Pre-Closing Tax Period in a manner that would increase the indemnification obligations of the Shareholders under Article IX, (ii) extend or waive any statute of limitations or other period for the assessment of any Tax that relates to a Pre-Closing Tax Period, (iii) report any Tax deduction related to Transaction Expenses or any other compensatory amounts or transaction expenses that are paid or accrued on or before the Closing Date pursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) or elect to ratably allocate items pursuant to Treasury Regulations section 1.1502-76(b)(2) (or any similar provision of applicable Law), (iv) make or change any Tax election of the Company for a Pre-Closing Tax Period in a manner that would increase the indemnification obligations of the Shareholders under Article IX, or (v) take any action or enter into any transaction with respect to the Company that would result in any increased Tax liability of the Company with respect to any Pre-Closing Tax Period that would increase the indemnification obligations of the Shareholders under Article IX.
Tax Return Amendments. Unless otherwise required by the applicable Legal Requirements, without the Seller’s prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed), the Buyer shall not (i) amend or cause or permit the amendment of any Tax Returns of the Company to the extent that such amendment will increase the liability of Seller for any Pre-Closing Taxes or their obligation to indemnify the Buyer for any Pre-Closing Taxes, or (ii) file a claim for refund of Taxes, attributable to any period (or portion of any period that includes but does not end on the Closing Date, to the extent Taxes are allocable to the Seller for such portion under Section 9.4(f)) ending on or before the Closing Date, unless such Tax refund was accrued as a receivable on the books and records of the Company and included in the Net Working Capital, as finally determined pursuant to Section 2.2. In the event the Buyer believes that an amendment of any such Tax Returns is required by the applicable Legal Requirement, the Buyer shall provide notice of such action at least fifteen (15) days prior to taking such action including an explanation of the applicable Legal Requirement. If the Seller and the Buyer are unable to resolve such issue within ten (10) days of such notice from the Buyer, the issue will be submitted for final resolution to the Arbitrator in accordance with the procedures set forth in Section 2.2(b)(iii).
Tax Return Amendments. Unless otherwise required by applicable Law, without Parent's prior written consent (which consent shall not be unreasonably conditioned, withheld or delayed), neither Purchaser nor either Company shall (i) amend or cause or permit the amendment of any Company Tax Return that relates to any Tax period involving Pre-Closing Taxes, (ii) extend or permit the extension or waiver of any statute of limitations applicable to any Company with respect to any Tax period involving Pre-Closing Taxes, or (iii) make or permit the making of a new filing of a Company Tax Return in any state or local jurisdiction with respect to any Tax Period involving Pre-Closing Taxes.
