Certain Post-Closing Actions. Effective upon Closing, Seller shall (i) resign as operator of any of the Properties, which Seller is the Operator of; (ii) provide Buyer well transfer permits; and (iii) use its best efforts to have Buyer elected as Operator of the Properties that Seller operated.
Certain Post-Closing Actions. Neither party nor any of their respective Affiliates (including, after the Closing, the Company and its Subsidiaries) shall, without the prior written consent of the other Party (which consent shall not be unreasonably withheld, delayed or conditioned), (a) make or change any income and other material Tax election affecting a taxable period ending on or before the Closing Date of Seller or any of its Affiliates (including, before the Closing, the Company and its Subsidiaries) or (b) amend, refile or otherwise modify (or grant an extension of any applicable statute of limitations with respect to) any Tax Return prepared by (i) Seller or any of its Affiliates (including, before the Closing, the Company) relating to a taxable period ending on or before the Closing Date or (ii) Purchaser relating to any Straddle Period; provided, however, that Seller and its Affiliates (other than the Company and its Subsidiaries) may take any such action described in (a) or (b) above unless such action would have the effect of increasing the Tax Liability of Purchaser or any of its Affiliates (including the Company and its Subsidiaries) in respect of a Post-Closing Tax Year in excess of two hundred fifty thousand dollars ($250,000) in the aggregate (the “Allowed Liability Amount”); provided, further, however, that the Allowed Liability Amount, if any, shall be included, dollar for dollar, in determining whether the Deductible has been exceeded pursuant to Section 9.2(c)(i).
Certain Post-Closing Actions. Neither Purchaser nor any of its Affiliates will (i) file, amend, refile, supplement, revoke or otherwise modify any Tax Return or Tax election of any Acquired Company with respect to any Pre-Closing Tax Period (other than a Straddle Period), (ii) make any Tax election that has retroactive effect to any such Tax year of any Acquired Company (other than a Straddle Period), (iii) take any action with respect to any such Tax Returns to extend the applicable statute of limitations, (iv) file a Tax Return with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction in which such Acquired Company did not file such Tax Return prior to Closing, or (v) take any action on the Closing Date (other than as expressly contemplated by this Agreement) that is outside the ordinary course of business that Purchaser knows or ought reasonably to have known will create a Tax liability for Seller, in each such case without the prior written consent of Seller (not to be unreasonably withheld or delayed). Prior to making any voluntary disclosure, amnesty or similar filing with respect to any Acquired Company for a Pre-Closing Tax Period (other than a Straddle Period), Purchaser or its Affiliates will provide written notice to Seller and the parties will cooperate in determining the most reasonable approach for addressing any such actions. Purchaser will indemnify and hold Seller harmless from and against any liability for Taxes resulting from any actions taken by it that are described in this Section 7.6(c) without the prior written consent of Seller, save where such consent has been unreasonably withheld or delayed.
Certain Post-Closing Actions. Without the prior consent of the Seller Representative (not to be unreasonably withheld, conditioned or delayed), Buyer shall not enter into any voluntary disclosure agreement or take any other action outside the Ordinary Course of Business with respect to the matters described in Section 4.10 of the Disclosure Schedules if such action would reasonably be expected to cause any of the Sellers to be liable for additional Taxes (or Losses with respect thereto) under this Agreement or directly pursuant to applicable Law.
Certain Post-Closing Actions. (a) No later than the 90th day following the Restatement Effective Date, the Foreign Asset Transfer shall have been consummated in accordance with the requirements of the definition thereof.
Certain Post-Closing Actions. (i) Seller may amend any Tax Return of the Companies or the Subsidiaries that relates to any Tax Period, or portion thereof, ending on or before the Closing Date; provided, that Purchaser shall have the right to review any amended Tax Return, including all reasonably necessary workpapers supporting such amended Tax Return; provided, further, that (i) if an officer of the Purchaser, the Companies or the Subsidiaries is required to sign such amended Tax Return, then the procedures for the review of such Tax Returns by the Purchaser provided for in Section 5.4(a) shall be followed, mutatis mutandis, and (ii) if any such amendment increases the Tax liability of Purchaser, the Companies or the Subsidiaries for any Tax period or portion thereof beginning after the Closing Date, including any and all timing differences, Seller shall indemnify Purchaser, the Companies or the Subsidiaries, as the case may be, from any such increased Tax liability. In the event Purchaser disagrees with Seller’s calculation of any such increased Tax liability, as provided in clause (ii) of the preceding sentence, Purchaser and Seller will attempt to resolve their disagreement. If Purchaser and Seller are unable to resolve their disagreement, the dispute shall be resolved pursuant to Section 5.4(k) within twenty (20) days of submission to the Arbitrator.
Certain Post-Closing Actions. (i) Within 90 days after the Initial Borrowing Date, the Borrower will use its reasonable best efforts to deliver to the Administrative Agent landlord waivers with respect to those Leaseholds of the Borrower or any of its Subsidiaries designated on Schedule 1 to the Disclosure Letter as requiring a landlord waiver, which landlord waivers shall be in form and substance reasonably satisfactory to the Administrative Agent, (ii) within 60 days after the Initial Borrowing Date, the Borrower will, pursuant to Section 8.11, grant or cause to be granted to the Collateral Agent, Mortgages on the properties owned by the Borrower located in Omaha, Nebraska, Carter Lake, Iowa, and Marshfield, Wisconsin, accompanied by supportinx xxxxmentation acceptable to the Administrative Agent, (iii) within 90 days after the Initial Borrowing Date, the Borrower shall deliver Control Agreements as required by the Pledge Agreement and Security Agreement for all Deposit Accounts and Securities Accounts (as those terms are defined in the Security Agreement) other than as relate to any accounts with U.S. Bank, N.A. (it being understood that any Control Agreements for accounts with U.S Bank, N.A. are to be delivered prior to or on the Initial Borrowing Date), and (iv) within 90 days after the Initial Borrowing Date deliver stock certificates of Donnelley Marketing, Inc. and Listing Services Solutions, Incorporated ("Replacement Certificates") pledged pursuant to the Pledge Agreement, for which stock certificates lost stock certificate affidavits have been delivered to the Administrative Agent. Notwithstanding any provision in any of the Credit Documents to the contrary, it is understood that (i) the delivery of the foregoing Control Agreements and Replacement Certificates shall not be a condition under Sections 5 and 6 of this Agreement, and (ii) the failure to deliver the foregoing Control Agreements and Replacement Certificates on or before the Initial Borrowing Date shall not of itself constitute a breach of any representation or warranty as of the Initial Borrowing Date or within 90 days thereafter.
Certain Post-Closing Actions. (a) Prior to the fifth anniversary of the Closing, the Buyers shall not effect a disposition of any of the KA Interests or any material asset of either of the KA Parties if such disposition would result in an allocation of built-in gain to any KA Owner under Section 704(c) of the Code, without first obtaining consent from the Sellers’ Representative, unless the applicable Buyer Affiliate waives restrictions on the sale or exchange of Ares Operating Group Units (together with any prior waivers) to provide each applicable KA Owner sufficient liquidity (determined after considering all Ares Equity Interests of such KA Owner not subject at such time to any lock up period) to pay the income taxes on gains allocated to such KA Owner from such disposition under Section 704(c) of the Code. The Buyers shall use the “traditional method” of making Code Section 704(c) allocations provided by Treasury Regulations Section 1.704-3(b) and the principles of Treasury Regulations Section 1.704-3(a)(9) with respect to the KA Interests and the assets of the KA Parties.
Certain Post-Closing Actions. Notwithstanding anything to the contrary contained in this Agreement or in the Pledge Agreement, the Borrower shall have an additional 45 days following the Effective Date to deliver to the Collateral Agent pursuant to (and to the extent required by) the Pledge Agreement the Pledged Securities and related stock powers in respect of the capital stock of the first-tier Foreign Subsidiaries of the Credit Parties.
Certain Post-Closing Actions. (i) As soon as possible following receipt of the applicable approvals for the transfer and contribution of the equity interest of Purchaser Holdco to the Company and in any event within forty-five (45) days after the Closing, each of the Purchaser and the Seller shall transfer the equity interest of Purchaser Holdco to the Company. For the avoidance of any doubt, the Parties acknowledge that the transfer of Purchaser Holdco constitutes a part of the Purchaser Restructuring pursuant to Section 5.7 and prior to the completion of such transfer, the Purchaser shall comply with the obligations set forth in Section 5.7(a).
