Actions Following the Closing Date Sample Clauses

Actions Following the Closing Date. The Buyer shall not, and shall cause the Companies not to, (a) make any amendment of any Tax Returns of any Company for any pre-Closing Tax period, (b) make, change or revoke any Tax election of any Company that has retroactive effect to any pre-Closing Tax period, except for making the Section 338(h)(10) Elections or (c) enter into a voluntary disclosure or similar agreement with respect to the Companies, or otherwise voluntarily disclose information of the Companies to, a taxing authority with respect to a pre-Closing period, in each case to the extent such action would reasonably be expected to result in additional Taxes for which the Sellers would be responsible either pursuant to applicable Law or pursuant to Section 7.2, without the applicable Seller’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed.
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Actions Following the Closing Date. Buyer shall not, and shall cause the Group Companies not to, without Seller’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), (a) make any amendment of any Tax Returns for any Tax period ending on or before or including the Closing Date, (b) make, change or revoke any Tax election that has retroactive effect to any Tax period ending on or before or including the Closing Date, or (c) enter into a voluntary disclosure or similar agreement with, or otherwise voluntarily disclose information to, a Taxing Authority with respect to a Tax period ending on or before or including the Closing Date, in each case if such action would reasonably be expected to have the effect of increasing Seller’s liability for any Taxes.
Actions Following the Closing Date 

Related to Actions Following the Closing Date

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conditions to the Closing Date The obligations of each Bank to make the Loans contemplated by subsections 2.1 and 2.2 and of the Issuing Bank to issue Letters of Credit contemplated by subsection 3.1 shall be subject to the compliance by the Company with its agreements herein contained and to the satisfaction of the following conditions on or before the Closing Date:

  • Conditions Precedent to the Closing Conditions precedent to the Closing are as follows:

  • After the Closing Buyer and Seller shall execute and deliver, or shall cause to be executed and delivered from time to time, such further instruments of conveyance and transfer, and shall take such other actions as any party may reasonably request, to convey and deliver the Assets to Buyer, to perfect Buyer’s title thereto, and to accomplish the orderly transfer of the Assets to Buyer in the manner contemplated by this Agreement. If any party hereto receives monies belonging to the other, such amount shall immediately be paid over to the proper party. If an invoice or other evidence of an obligation is received by a party, which is partially an obligation of both Seller and Buyer, then the parties shall consult with each other, and each shall promptly pay its portion of such obligation to the obligee.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • The First Closing Date Delivery of certificates or electronic book entries, as applicable, for the Firm Shares to be subscribed for by the Underwriters and payment therefor shall be made at the offices of Xxxxxxxxx & Xxxxxxx LLP (or such other place as may be agreed to by the Company and the Representative) at 9:00 a.m. New York City time, on [—], or such other time and date not later than 1:30 p.m. New York City time, on [—] as the Representative shall designate by notice to the Company (the time and date of such closing are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are not limited to, any determination by the Company or the Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 11.

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

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