Activities After the Initial Closing Sample Clauses

Activities After the Initial Closing. Following the Initial Closing, except as required by applicable Law or Order or with the prior consent of the Seller (which shall not be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and shall not allow any of its Affiliates (including any Acquired Company) to (a) file an amended Tax Return for any Acquired Company for a Pre-Closing Period (or Straddle Period); (b) file for, or otherwise request from any Governmental Entity, any administrative ruling (including a private letter ruling or change of method of accounting) regarding the Taxes or Tax Returns of any Acquired Company for a Pre-Closing Period (or Straddle Period); (c) make, revoke, or change any Tax election (except as required or contemplated under Section 9.7 or Section 9.8) for a Pre-Closing Period (or Straddle Period); (d) change any current practice or procedure or accounting method of any Acquired Company for a Pre-Closing Period (or Straddle Period); (e) have any Acquired Company merge, consolidate, amalgamate, liquidate or pay any dividend or other distribution (whether in cash or property (including its own stock)) or take any other action, or engage in any other activity or transaction, outside of the Ordinary Course (whether actual or deemed by an MASTER ACQUISITION AGREEMENT election or otherwise under relevant Tax laws) in any taxable year that includes the Initial Closing Date; (f) have any Acquired Company self assess a Tax (except in connection with the filing of a Tax Return required to be filed under applicable Law or Order) for a Pre-Closing Period (or Straddle Period); or (g) make any voluntary disclosures to any Governmental Entity with respect to Taxes or Tax Returns of any Acquired Company for a Pre-Closing Period (or Straddle Period), in each case, if any action set forth in clauses (a) through (g) could result in any Acquired Company incurring any Tax for a Pre-Closing Period (or Straddle Period) or could result in the Seller (or any of its Affiliates) paying any additional Taxes. Following the Initial Closing, the Purchaser shall not, and shall not allow any of its Affiliates (including any Acquired Company) to agree to extend, waive, or toll any statute of limitations with respect to the assessment or collection of any Tax of any Acquired Company for any Pre-Closing Period (or Straddle Period) (without the prior written consent of the Seller, which may consent shall not be withheld, conditioned or delayed).
Sample 1
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Activities After the Initial Closing. Following the Initial Closing, except as required by applicable Law or Order or with the prior consent of the Sellers (which shall not be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and shall not allow any of its Affiliates (including the Acquired Company) to (a) file an amended Tax Return for the Acquired Company for a Pre-Closing Period (or Straddle Period) or (b) make, revoke, or change any material Tax election, in each case if such action could reasonably be expected to result directly in the Acquired Company incurring any Tax for a Pre-Closing Period (or Straddle Period) or could reasonably be expected to result directly in any Seller (or any of its respective Affiliates) paying any additional Taxes. Following the Initial Closing, the Purchaser shall not, and shall not allow any of its Affiliates (including the Acquired Company) to agree to extend, waive, or toll any statute of limitations with respect to the assessment or collection of any Tax of the Acquired Company for any Pre-Closing Period (or Straddle Period) (without the prior written consent of the Sellers, which may consent shall not be withheld, conditioned or delayed).
Sample 1

Related to Activities After the Initial Closing

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • 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, on or before October 1, 2004, of the following conditions:

  • Purchaser’s Conditions to Closing The obligations of the Purchaser under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:

  • 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):

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Conditions to the Initial Purchasers’ Obligations The several obligations of the Initial Purchasers to purchase and pay for the Firm Securities on the Closing Date are subject to the following conditions:

  • 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.

  • BUYER’S CONDITIONS PRECEDENT TO CLOSING The obligation of Buyer to close the transactions contemplated by this Agreement is subject to the satisfaction at or prior to the Closing of each of the following conditions precedent (any and all of which may be waived by Buyer in writing):

  • Actions at the Closing At the Closing:

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