Common use of ELECTIONS, ETC Clause in Contracts

ELECTIONS, ETC. (a) Prior to the Closing, (i) neither Genex nor the Genex Stockholder will revoke Genex's election to be taxed as an S corporation within the meaning of Code section 1361 and 1362 and (ii) Genex and the Genex Stockholder shall not take or allow any action (other than the sale of Genex stock pursuant to this Agreement) that would result in the termination of Genex's status as a validly electing S corporation within the meaning of Code sections 1361 and 1362. (b) Without the prior written consent of ▇▇▇▇▇▇▇▇ (which consent shall not be unreasonably withheld), neither Genex nor the Genex Stockholder, prior to the Closing, shall make or change any other election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Genex, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Genex for any period (or portion thereof) ending after the Closing Date or decreasing any Tax attribute of Target existing on the Closing Date. (c) Without the prior written consent of the Genex Stockholder (which consent shall not be unreasonably withheld), none of Genex, ▇▇▇▇▇▇▇▇, or any Affiliate of ▇▇▇▇▇▇▇▇ shall, after the Closing Date, make or change any other election, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to Genex, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of increasing the Tax liability of Genex for any period ending after the Closing Date or decreasing any Tax attribute of Genex ending on or before the Closing Date.