Post-Closing Tax Actions. Following the Closing, without the prior written consent of the Sellers’ Agent, Buyer and the Targets will not (and will not permit their respective Affiliates, including the Targets’ Subsidiaries, to) (i) except for Tax Returns filed pursuant to this Section, file or amend any Tax Returns of the Targets or their Subsidiaries with respect to any Pre-Closing Tax Period, (ii) with respect to Tax Returns prepared and filed pursuant to this Section, after the date such Tax Returns are filed, amend any such Tax Returns, (iii) make or change any Tax election or change any method of accounting that has a retroactive effect to any Tax Return of the Targets or any of their Subsidiaries for a Pre-Closing Tax Period, or (iv) voluntarily approach any Tax authority regarding any Tax or Tax Return of the Targets or any of their Subsidiaries for a Pre-Closing Tax Period (each, a “Prohibited Tax Action”), if in each case such Prohibited Tax Action increases the Sellers’ Tax liability in a Pre-Closing Tax Period or could reasonably be expected to form the basis for a claim of indemnification against the Sellers pursuant to this Agreement. Notwithstanding the foregoing, if Buyer, on advice of its Tax advisors, reasonably believes that a Prohibited Tax Action is required by Applicable Law, then, with twenty (20) days’ advance notice to the Sellers’ Agent, Buyer shall be permitted to take such Prohibited Tax Action; provided that if Sellers’ Agent, on advice of its Tax advisors, objects in writing to the taking of such Prohibited Tax Action within such twenty (20) day period, the Parties shall refer the matter for resolution to an independent tax advisory firm mutually selected by the Buyer and the Sellers’ Agent; provided that if the Buyer and the Sellers’ Agent are unable to agree on an independent tax advisory firm within five (5) days following Sellers’ Agent’s objection notice, each shall, within two (2) days thereafter, select its own tax advisory firm, which together shall select an independent tax advisory firm to resolve the matter. The cost of the independent tax advisory firm shall be borne equally by Buyer and Sellers.
Post-Closing Tax Actions. Except as otherwise required by Law, Buyer shall not, without the prior written consent of Seller (which shall not be unreasonably withheld, conditioned or delayed) cause or permit any of Buyer, its Affiliates or the Company (i) make any election or deemed election under Section 338 of the Code (or any analogous or similar rules in any relevant jurisdiction) for the Company, (ii) file or amend any Tax Return of the Company with respect to any Pre-Closing Tax Period, (iii) initiate any communication with any Taxing Authority regarding Taxes of the Company with respect to any Pre-Closing Tax Period, or (iv) engage in any transaction on the Closing Date that is outside the ordinary course of business (except for transactions contemplated by this Agreement), that may result in any increased Tax liability for which Seller would be required to provide indemnification pursuant to this Agreement.
Post-Closing Tax Actions. Purchaser shall not (and Purchaser shall not permit the Company or any other Person to), (a) file (except as provided in Section 7.2) or amend any Tax Return of the Company with respect to a taxable period beginning before the Closing Date, (b) make, change, refile, revoke, amend or otherwise modify any Tax election of the Company with respect to a taxable period beginning before the Closing Date, (c) initiate voluntary contact (including through any voluntary disclosure program) with any Tax authority in respect of Taxes or Tax Returns of the Company with respect to a Pre-Closing Tax Period, (d) file any Tax Return for a Pre-Closing Tax Period in a jurisdiction in which the Company did not file such Tax Return prior to the Closing Date, or (e) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period (each of (a) through (e), an “Applicable Tax Action”), in each case except with the prior written consent of Seller (which consent may not be unreasonably withheld, conditioned or delayed). If Seller withholds its consent to an Applicable Tax Action and Purchaser disputes that Seller had the right to withhold its consent on the basis that such Applicable Tax Action is required to be taken by Applicable Law, either party may submit the dispute to the Neutral Accountant for resolution applying the procedures of Section 2.4(c), mutatis mutandis.
Post-Closing Tax Actions. Following the Closing and until the Merger Consideration is finally determined under Article II, Parent and its Affiliates (including the Company and its Subsidiaries after the Closing) shall not (i) file (unless the original due date for such Tax Return is after the Closing Date) or amend any Tax Return of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (ii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (iii) file any ruling or request with any taxing authority that relates to Taxes or Tax Returns of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (iv) change any current practice or procedure or accounting method, in each case with respect to Taxes, of the Company or any of its Subsidiaries for a taxable period or portion thereof ending on or prior to the Closing Date, (v) make, change or revoke any Tax election (including an election under Section 336 or 338 of the Code or any similar provision of foreign, state or local law) that relates to, or is retroactive to, a taxable period or portion thereof ending on or prior to the Closing Date, or (vi) enter into any voluntary disclosure with any taxing authority regarding any Tax or Tax Returns of the Company or any of its Subsidiaries (collectively, “Post-Closing Tax Actions”), in each case, without the prior written consent of the Representative (not to be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Parties acknowledge and agree that the sole remedy for noncompliance with or breach of this Section 6.10(d) shall be that any Post-Closing Tax Action shall be ignored when determining the final Merger Consideration under Article II.
Post-Closing Tax Actions. Unless required by applicable Law, or unless such action would not result in an indemnification obligation of the Contributors under Article VII or otherwise result in additional Taxes to Contributors (or any direct or indirect equity owner of any Contributor), neither the Company nor Buyer (including its Affiliates) will (i) file or amend any Tax Returns of the Company for any Tax period ending on or prior to the Closing Date, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax of the Company for any Tax period ending on or prior to the Closing Date, (iii) make or change any material Tax election or accounting method or practice of the Company with respect to, or that has retroactive effect to, any Tax period ending on or prior to the Closing Date, or (iv) enter into a voluntary disclosure agreement or make any similar voluntary disclosure to a Governmental Authority regarding Taxes of the Company for any Tax period ending on or prior to the Closing Date, in each case without the prior consent of the Contributors’ Representative, not to be unreasonably conditioned, withheld, or delayed.
Post-Closing Tax Actions. Buyer shall not take (and shall not permit the Company to take) any action on the Closing Date other than in the Ordinary Course of Business or as otherwise permitted under this Agreement, including, but not limited to, the sale of any assets or the distribution of any dividend or the effectuation of any redemption, that would give rise to any Tax Liability of Seller or the Company. On or after the Closing Date, Buyer shall not make (and shall not permit the Company to make) any election under §338(h) (10) of the Code (or any comparable state, local or foreign provision) with respect to the Company, or amend any Tax Return, consent to the waiver or extension of the statute of limitations relating to Taxes of, take any Tax position on any Tax Return, or compromise or settle any Tax Liability including any audit or other Tax controversy, in each case if such action would have the effect of increasing the Tax Liability or reducing any Tax asset of Seller in respect of any taxable period or portion thereof ending on or before the Closing Date, in each case without Seller’s written consent, which consent shall not be unreasonably withheld.
Post-Closing Tax Actions. Except as required by Law, Buyer and the Surviving Corporation shall not amend any Tax Return of the Company or any of its Subsidiaries for Pre-Closing Tax Periods, or file a claim for refund of Taxes attributable to a Pre-Closing Tax Period, in each case without the Securityholder Representative’s consent (which consent shall not be unreasonably withheld, conditioned or delayed) to the extent the foregoing actions would reasonably be expected to give rise to an indemnification claim against the Company Stockholders under this Agreement or reduce any Tax refund that the Company Stockholders are entitled to under Section 11.3(e).
Post-Closing Tax Actions. Sellers shall have no liability to Buyer for, and Buyer shall indemnify and hold harmless Sellers against, any Taxes resulting from or arising out of actions taken or transactions engaged in by Buyer, a Target Entity, or any of their Affiliates or representatives after the Closing (excluding actions or transactions that are required by this Agreement, but not excluding actions or transactions pursuant to the Asset Purchase Agreement or arising from the leaseback of assets related thereto even if required by this Agreement), including without limitation, any election made by any of them after the Closing with respect to Taxes of a Target Entity or with respect to the Assets or the Businesses (other than the Section 338(h)(10) Elections). Neither Buyer nor its Affiliates or representatives (including without limitation, a Target Entity) shall file an amended Tax return or agree to an extension of a statute of limitations with respect to a taxable period of a Target Entity beginning before the Closing Date without the prior written consent of Sellers, which consent shall not be unreasonably withheld. Buyer shall have no liability to Sellers for, and Sellers shall indemnify and hold harmless Buyer against, any Taxes resulting from or arising out of actions taken or transactions engaged in by Sellers or any of their Affiliates or representatives after the Closing (excluding actions or transactions that are required by this Agreement), including without limitation, any election made by any of them after the Closing with respect to Taxes of a Target Entity or with respect to the Assets or the Businesses. Neither Sellers nor their Affiliates or representatives, nor a Target Entity shall file an amended Tax return or agree to an extension of the statute of limitations with respect to a taxable period of a Target Entity beginning after the Closing Date without the prior written consent of Buyer, which consent shall not be unreasonably withheld.
Post-Closing Tax Actions. Without the prior written consent of the Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), neither Purchaser, the Company nor any of their Subsidiaries shall, with respect to a Pre-Closing Tax Period (including, for the avoidance of doubt, any Straddle Period): (i) amend any previously filed Tax Returns of the Company and its Subsidiaries; (ii) make or change any Tax election with respect to the Company and its Subsidiaries; (iii) extend or waive any statute of limitations with respect to Taxes or Tax Returns of the Company and its Subsidiaries; (iv) initiate discussions or examinations with a Tax Authority or make any voluntary disclosures with respect to Taxes; or (v) take any action after the Closing on the Closing Date with respect to the Company and its Subsidiaries that is outside the ordinary course of business, in each case if such action could be reasonably expected to result in a decrease in the Final Adjusted Purchase Price pursuant to this Agreement.
Post-Closing Tax Actions. Unless required by applicable Law, Parent and the Company shall not amend any Tax Return of the Company with respect to a Pre-Closing Tax Period, initiate discussions or examinations with governmental authorities regarding Taxes with respect to Pre-Closing Tax Periods, make any voluntary disclosures with respect to Taxes for Pre-Closing Tax Periods, or change any accounting method that shifts taxable income from a Tax period beginning (or deemed to begin) after the Closing Date to a Pre-Closing Tax Period or shifts deductions or losses from a Pre-Closing Tax Period to a Tax period beginning (or deemed to begin) after the Closing Date, in each case, without the prior written consent of Securityholder Representative (which shall not be unreasonably withheld, conditioned or delayed), to the extent any such action, initiation of discussions or examinations, voluntary disclosure, or change in accounting method would reasonably be expected to result in an indemnity payment pursuant to Article VII.
