Xxxxxxxx Beach Holding Sample Clauses

Xxxxxxxx Beach Holding. Xxxxxxxx Beach Holding shall, in its sole discretion, be permitted to amend or file (or cause or permit to be amended) any Non-Income Tax Return or Single Business Tax Return that was filed by Xxxxxxxx Beach Holding (or any Xxxxxxxx Beach Holding Entity) pursuant to Section 2.2(b)(ii) or Section 2.3 for a Pre-Closing Period or Straddle Period; provided, however, that if Xxxxxxxx Beach Holding wishes to amend or file any such Tax Return for which Parent may be liable for Taxes pursuant to this Agreement, then, unless otherwise required by Law or a Final Determination, Xxxxxxxx Beach Holding shall not be permitted to so amend or file (or cause or permit to be amended or filed) any such Non-Income Tax Return or Single Business Tax Return, as the case may be, to the extent that any such amendment (i) would reasonably be expected to impact Parent (through an increase in Taxes or a loss or reduction of a Tax Attribute regardless of whether or when such Tax Attribute otherwise would have been used), (ii) would be inconsistent with Past Practice, or (iii) would be inconsistent with the Opinion or Tax Representation Letter, in each case without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed.

Xxxxxxxx Beach Holding. Xxxxxxxx Beach Holding hereby represents and warrants or covenants and agrees, as appropriate, that (i) it has examined (A) the Opinion, (B) the Tax Representation Letter, and (C) any other materials delivered or deliverable by Parent or Xxxxxxxx Beach Holding in connection with the rendering by Counsel of the Opinion (all of the foregoing, collectively, the “Tax Materials”), (ii) the facts presented and the representations made therein, to the extent descriptive of the Xxxxxxxx Beach Holding Group (including the business purposes for the Distribution as described in the Opinion and the other Tax Materials to the extent that they relate to the Xxxxxxxx Beach Holding Group and the plans, proposals, intentions and policies of the Xxxxxxxx Beach Holding Group), are, or will be from the time presented or made through and including the Distribution Date and thereafter as relevant, true, correct and complete in all respects, (iii) it knows of no fact (after due inquiry) that may negate the Tax-Free Status of the Distribution, and (iv) neither it, nor any of its Subsidiaries, has any plan or intent to take any action that is inconsistent with any statements or representations made in the Tax Materials.