Common use of Amended Tax Returns Clause in Contracts

Amended Tax Returns. Unless required by applicable Law, without Seller’s prior written consent (which consent cannot be unreasonably withheld, conditioned, or delayed) neither Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company (or any successor(s) thereof) with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Securities Purchase Agreement (Hormel Foods Corp /De/)

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Amended Tax Returns. Unless Except as required by applicable Law, neither Purchaser nor any of its Affiliates (including, after the Closing, the Company) shall amend, refile or otherwise modify any accounting method, Tax election or Tax Return that includes and is applicable to the Company with respect to any Pre-Closing Tax Period without Seller’s the prior written consent of Seller (which written consent canshall not be unreasonably withheld, conditioned, conditioned or delayed) neither Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company (or any successor(s) thereof) with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date).

Appears in 1 contract

Samples: Stock Purchase Agreement (AHP Title Holdings LLC)

Amended Tax Returns. Unless The Company shall not file, and the Buyer shall not permit it to file, unless required by applicable Lawlaw, any amended Tax Return for any Pre-Closing Tax Period without Seller’s the prior written consent (of the Member, which consent canshall not be unreasonably withheld, conditioned, conditioned or delayed) neither Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company (or any successor(s) thereof) with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Unit Purchase Agreement (Sparton Corp)

Amended Tax Returns. Unless Except as otherwise required by applicable LawLegal Requirements, Purchaser or the Acquired Companies shall not (and shall not cause or permit the any Acquired Company to) amend any Tax Return for the taxable periods or portions thereof ending on or before the Closing Date, without Seller’s the prior written consent (of Seller which consent canshall not be unreasonably withheld, conditioned, or delayed) neither Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company (or any successor(s) thereof) with respect to a taxable period (or portion thereof) ending on or prior to the Closing Date.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Davita Inc)

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Amended Tax Returns. Unless required by applicable Law, without Seller’s Without the prior written consent (which consent canof the applicable Sellers, none of the Companies will, and the Purchaser will cause each of the Companies not be unreasonably withheldto, conditioned, file any amended Tax Return or delayed) neither Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return election for any Pre-Closing Tax Period or Tax election of the Company (for any Straddle Period unless such amendment or any successor(s) thereof) other action is required to be in compliance with respect to a taxable period (or portion thereof) ending on or prior to the Closing DateApplicable Law.

Appears in 1 contract

Samples: Purchase Agreement (Harry & David Holdings, Inc.)

Amended Tax Returns. Unless Except as required by applicable LawLaw and subject to Section 6.4(c), none of the Buyer or any of its Affiliates shall (or shall cause or permit the Company to) amend or refile any Tax Return previously filed by the Company without Seller’s the prior written consent (which of Seller, such consent cannot to be unreasonably withheld, conditioned, conditioned or delayed) neither . Any dispute between Buyer nor the Company nor any of their respective Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of the Company (or any successor(s) thereof) and Seller with respect to a taxable period (or portion thereof) ending on or prior to the Closing Datefiling of any such Tax Return shall be resolved in accordance with the procedures set forth in Section 6.3(c).

Appears in 1 contract

Samples: Stock Purchase Agreement (NXT-Id, Inc.)

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