Purchaser Tax Acts. None of Purchaser or any of its Affiliates (including, after the Closing, the Company and its Subsidiaries) shall, following the Closing (including the portion of the Closing Date after the Closing), other than an action taken in the ordinary course of business, required by applicable Law, or contemplated hereunder, take any of the following actions, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed): (a) make any Tax election, or change in tax accounting period or method, with an effective date on or prior to the Closing Date or during a Straddle Tax Period, (b) amend any Tax Return for a Pre-Closing Tax Period or a Straddle Tax Period, (c) initiate or execute any voluntary disclosure agreement or similar agreement with any Tax authority with respect to a Pre-Closing Tax Period of the Company or any of its Subsidiaries, or (d) extend the statute of limitations with respect to any Tax Return filed with respect to the Company for any Pre-Closing Tax Period or Straddle Tax Period, in the case of clauses (c) and (d), that could reasonably be expected to create any Tax obligation for which Seller would be liable under this Agreement. Upon the request of Purchaser or any of its Affiliates, Seller and its Affiliates on the one hand, and Purchaser and its Affiliates on the other hand, shall cooperate in good faith to determine, in advance of any proposed action by Purchaser or any of its Affiliates that may be described in this Section 7.16, the amount of any income or gain that would be described in this Section 7.16 as a result of such proposed action.
Purchaser Tax Acts. None of Purchaser or any of its Affiliates (including, after the Closing, the Companies or any of their Subsidiaries) shall, following the Closing (including the portion of the Closing Date after the Closing), other than an action taken in the ordinary course of business, required by applicable Law, or contemplated hereunder, take any of the following actions, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed): (a) make any Tax election, or change in tax accounting period or method, with an effective date on or prior to the Closing Date or during a Straddle Tax Period, (b) amend any Tax Return for a Pre-Closing Tax Period or a Straddle Tax Period, (c) initiate or execute any voluntary disclosure agreement or similar agreement with any Tax authority with respect to a pre-Closing Tax Period of either of the Companies or any of their Subsidiaries, or (d) extend the statute of limitations with respect to any Tax Return filed with respect to either of the Companies for any Pre-Closing Tax Period or Straddle Tax Period, in the case of clauses (c) and (d), that could reasonably be expected to create any Tax obligation for which Seller would be liable under this Agreement. Upon the request of Purchaser or any of its Affiliates, Seller and its Affiliates on the one hand, and Purchaser and its Affiliates on the other hand, shall cooperate in good faith to determine, in advance of any proposed action by Purchaser or any of its Affiliates that may be described in this Section 7.15, the amount of any income or gain that would be described in this Section 7.15 as a result of such proposed action.
Purchaser Tax Acts. After the Closing, Purchaser and its Affiliates (including the Company Group) shall not, without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned, or delayed) take any of the actions described on Section 9.06 of the Seller Disclosure Schedule.
Purchaser Tax Acts. The Purchaser shall not and shall procure that none of its Affiliates (including the applicable Purchaser Designees and, after the Closing Date, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act. ARTICLE VIII.
Purchaser Tax Acts. Purchaser shall not (a) amend any Tax Return for a Pre-Closing Tax Period or (b) make any Tax election with retroactive effect to any Pre-Closing Tax Period, in each case to the extent such amendment or election could reasonably be expected to increase the Liability of Seller or any of its Affiliates for Taxes (including any obligation to indemnify in respect of Taxes pursuant to this Agreement), without Seller’s or Parent’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed.
Purchaser Tax Acts. None of the Purchaser Parties and their respective Affiliates (including, after the Project Closing, the Controlled Acquired Companies), acting separately or in concert, shall cause or engage in any Purchaser Tax Act.
Purchaser Tax Acts. In each case solely with respect to the Company, none of Purchaser or any of its Affiliates (including, after the Closing, the Company) shall, following the Closing (including the portion of the Closing Date after the Closing), other than an action taken in the ordinary course of business, required by applicable Law, or contemplated hereunder, take any of the following actions, without the prior written consent of Seller (which consent shall not be unreasonably withheld, conditioned or delayed): (a) make any Tax election, or change in tax accounting period or method, with an effective date on or prior to the Closing Date or during a Straddle Tax Period, (b) amend any Tax Return for a Pre-Closing Tax Period or a Straddle Tax Period, (c) initiate or execute any voluntary disclosure agreement or similar agreement with any Tax authority with respect to a Pre-Closing Tax Period of the Company, or (d) extend the statute of limitations with respect to any Tax Return filed with respect to the Company for any Pre-Closing Tax Period or Straddle Tax Period, other than a Tax Return with respect to which there is a Tax Proceeding in which Purchaser is the Controlling Party, in the case of clauses (c) or (d), that could reasonably be expected to create any Tax obligation for which Seller would be liable under this Agreement.
Purchaser Tax Acts. Purchaser will pay or cause to be paid, will be liable for, and will indemnify, defend, and hold Parent and its Affiliates harmless from and against any and all Taxes imposed as a result of actions taken by Purchaser or its Affiliates (including the Purchased Companies) on the Closing Date after the Closing outside of the ordinary course of business and not specifically contemplated by this Agreement.
Purchaser Tax Acts. From and after the Closing until the Final Purchase Price is finally determined pursuant to Section 3.4, without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, Purchaser shall not, and shall not permit any of its Affiliates to, (a) make any Tax election with respect to the Company or any of its Subsidiaries, other than an election under Section 338(g) with respect to each of the Company CFCs, (b) amend any Tax Return of the Company or any of its Subsidiaries, (c) initiate any voluntary disclosure with respect to Taxes of the Company or any of its Subsidiaries, (d) voluntarily approach a Governmental Entity with respect to Taxes of the Company or any of its Subsidiaries or (e) waive or extend any statute of limitations for the assessment or collection of any Tax of the Company or any of its Subsidiaries, in each case of clauses (a) through (e) with respect to any Pre-Closing Tax Period. Purchaser shall not, and shall not permit any of its Affiliates to, take any action outside the ordinary course of business on the Closing Date after the Closing with respect to the Company or any of its Subsidiaries.
Purchaser Tax Acts. Without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Purchaser shall not (a) make, and shall cause its Affiliates (including the Transferred Entities) not to make, any election with respect to any Transferred Entity (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 and any election under section 338 of the Code), or change any method of Tax accounting or any Tax accounting period of any Transferred Entity, which election or change would be effective for any Pre-Closing Tax Period, (b) except as otherwise provided in Section 6.1(b), voluntarily approach a Tax authority in respect of any Pre-Closing Tax Period, or (c) except as otherwise provided in Section 6.1(b), file or amend any Tax Return of any Transferred Entity for any Pre-Closing Tax Period.
