Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior Notwithstanding anything to the Closing (in which case the Purchaser will provide written notice contrary set forth herein, to the Seller of such action or election and the consequences thereof extent not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect previously delivered to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective Collateral Agent on or prior to the Closing Date, the Parent Borrower shall deliver (or cause to be delivered) to the Collateral Agent within 120 days after the Closing Date (or such later date as agreed by the Collateral Agent in its reasonable discretion): (i) a title policy (or policies) or an unconditional binding commitment from the title company to issue for such insurance to be replaced by a final title policy in the form of a pro forma policy or marked up commitment, which policy shall (a) be in an amount reasonably approved by Collateral Agent, (ii) insure that the Mortgage created thereby creates a valid first Lien on the Mortgaged Property encumbered thereby free and clear of all defects and encumbrances, except those permitted by Sections 8.2 and such as may be approved by the Collateral Agent; (c) name the Collateral Agent for the benefit of the Lenders as the insured thereunder; (d) be in the form of an ALTA Loan Policy; (e) contain such endorsements, coinsurance, reinsurance, and affirmative coverage as reasonably agreed to by the Collateral Agent and the Parent Borrower; and (f) be issued by First American Title Insurance Company or any other title companies reasonably satisfactory to the Collateral Agent (with any other reasonably satisfactory title companies acting as co-insurers or reinsurers, at the option of the Collateral Agent); (ii) an American Land Title Association survey (or survey update) in a form and substance reasonably acceptable to the Collateral Agent or such existing survey together with a no-change affidavit sufficient for the title company to remove all standard survey exceptions from the Title Policy related to such Mortgaged Property and issue the survey related endorsements and (iii) legal opinions of local counsel in the states where the Mortgaged Properties are located relating to the Mortgages, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, the Purchaser shall not, and Collateral Agent shall not enter into and the Parent Borrower shall not be required to deliver (or cause to be delivered) any Mortgage under this Section 7.12 until (i) Collateral Agent has delivered the documents and other information required under paragraphs (i), (ii) and (iii) of Section 7.9(g) to each Lender expressly requesting such documents and other information and (ii) the earlier of (a) receipt by the Collateral Agent of written confirmation from each such Lender that flood insurance diligence and related compliance has been completed by such Lender (such written confirmation not to be unreasonably conditioned, withheld or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to delayed) and all other deliverables required by this Section 7.12 and (b) 120 days after the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested or such later date as agreed by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodCollateral Agent in its reasonable discretion).

Post-Closing Actions. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall cause to be prepared and delivered to the Stockholder a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price, and reasonably detailed calculations demonstrating each of the following components thereof: (i) Cash and Cash Equivalents as of the Adjustment Time; (ii) Indebtedness as of the Adjustment Time; (iii) Net Working Capital as of the Adjustment Time; and (iv) Transaction Expenses, each with reasonable supporting evidence. The Purchaser Closing Statement, and the components thereof, shall notbe prepared based upon the books and records of the Company and the Company Subsidiaries and other information available at such time in accordance with the Accounting Methodology and the definitions as provided in this Agreement, and shall be prepared so as not cause or permit its Affiliates (including to take into account the Acquired Entities) to, take effects of any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except purchase accounting in each case as may be required by applicable Law, connection with this Agreement or any of the Transaction Documents or the transactions contemplated hereby or thereby. The Purchase Price and each component thereof included in the Closing Statement shall be expressed in United States dollars. For purposes of any currency conversion required in connection with the calculation of the components of the Purchase Price, amounts in other agreement entered currencies shall be converted into United States dollars by an Acquired Entity prior using the Exchange Rates as of the Adjustment Time and details of any such conversions shall be provided with the Closing Statement. The provisions of Section 3.4(g) shall apply during the period from and after the date of delivery of the Final Closing Statement through the time at which the Closing Statement (and each of the components thereof) shall become final and binding on the parties in accordance with this Section 3.4. If Parent does not deliver the Closing Statement to the Stockholder within ninety (90) days following the Closing Date, then, at the election of the Stockholder, either (x) the Stockholder may prepare and present to Parent the Closing Statement within an additional thirty (30) days thereafter (in which case the Purchaser provisions of Section 3.4(b) shall apply to Parent mutatis mutandis as if it were Stockholder and vice versa) or (y) the Estimated Closing Statement will provide written notice be deemed to the Seller of such action or election be final and the consequences calculation of the Purchase Price and each of the components thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser included in the Estimated Closing Statement shall not, be deemed undisputed and shall be final, conclusive and binding on the parties hereto and not cause or permit subject to appeal for all purposes under this Agreement; provided, that, for the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior toavoidance of doubt, the Closing DateStockholder reserves any and all other rights granted to it or the Company in this Agreement, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause including its Affiliates (including the Acquired Entities) not to make, (i) any election rights under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion3.4(b), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser Without Sellers’ prior written consent (not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not cause or permit its Affiliates (including the Acquired Entities) to, (a) file any amended Tax Return of the Transferred Entities to the extent such Tax Return relates to any Pre-Closing Tax Period or any Seller Deferred Closing Taxes, (b) 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 (i) a Pre-Closing Tax Period or (ii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, (i) any Pre-Closing Tax Period or (ii) any Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (d) make or initiate any voluntary contact with a Tax Authority regarding (i) the Restructuring, (ii) a Pre-Closing Tax Period or (iii) a Tax period (or portion thereof) beginning after the Principal Closing Date and ending on or before the Deferred Closing Date (solely to the extent relating to any Seller Deferred Closing Taxes), (e) take any action during any Straddle Period, on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, or (f) make any election, that could increase (i) Code Section 338(g) election for a U.S. Transferred Entity or (ii) entity classification election with respect to a Transferred Entity pursuant to the Seller’s liability for Taxes (including any liability Treasury Regulations under Section 7701 of the Seller Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to indemnify cease to be a qualifying company (as that term is defined for the Purchaser purposes of paragraph 19 of Schedule 7AC to the Taxation of Chargeable Gains Act 1992) for a period of 30 days following the Relevant Closing Date with respect to UK Newco (where UK Newco was such a qualifying company on that Relevant Closing Date), in each case to the extent that doing so could reasonably be expected to adversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including Without the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (consent of Seller, which consent shall not be unreasonably withheld, conditioned conditioned, or delayed). The Purchaser , except as required to cause the Group Companies’ Tax Returns to be consistent with applicable Law as determined pursuant to a more likely than not standard, Buyer shall not makenot, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller Group Companies: (which the Seller may grant i) amend, refile or withhold otherwise modify any Tax Return relating in its sole and absolute discretion)whole or in part to a Pre-Closing Period, or (ii) extend or waive any election provided under U.S. federalstatute of limitations or other period for the assessment of any Tax that relates to a Pre-Closing Period, state (iii) apply to any Governmental Entity for any binding or local Law non-binding opinion, ruling, or other determination, or voluntarily initiate any discussion or make any voluntary disclosure with any Governmental Entity, with respect to the Acquired Entities Group Companies for any Pre-Closing Period, (including iv) report any election pursuant Tax deduction related to U.S. Treasury Regulation Section 301.7701-3)the Transaction Expenses, which election would be effective Indebtedness or any compensatory amounts or transaction expenses that are paid or accrued on or prior to before the Closing Date on any Tax Return of the Group Companies, Buyer or their respective Affiliates for any taxable period or portion of a Straddle Period beginning after the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make (v) change any Tax election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify Group Companies for a Pre-Closing Period, or (vi) file any Tax Return for any Pre-Closing Period for any of the Purchaser for Taxes pursuant to this Agreement). Following the ClosingGroup Companies in a jurisdiction where such Group Company has not previously filed Tax Returns, the Seller will in good faith cooperate with the Purchaser each case, solely to the extent reasonably requested by the Purchaser, to determine the consequences foregoing action will result in indemnification of any proposed restructuring a Buyer Indemnified Party for Indemnifiable Damages payable out of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodIndemnity Escrow Fund pursuant to Article IX.

Post-Closing Actions. The Purchaser Neither Acquiror nor any of its Affiliates shall not, and (or shall not cause or permit the Company Group or any of its Affiliates Subsidiaries to), without the express written consent of Seller (including unless otherwise required by applicable Law) (i) make any election under Section 338 of the Acquired EntitiesCode with respect to the acquisition of the Company Group and its Subsidiaries, (ii) toamend, take refile or otherwise modify any action during Tax Return relating in whole or in part to any Pre-Closing Tax Period (or with respect to any Straddle Period) of the Company Group or any of its Subsidiaries, (iii) carry back to a Pre-Closing Tax Period any item on the income Tax Return of the Company Group or any of its Subsidiaries for a tax period ending after the Closing Date, (iv) make, or cause to be made, any Tax election, or adopt or change any method of accounting in each case that would be retroactive to a Pre-Closing Tax Period (or portion thereof for any Straddle Period), or undertake any extraordinary action after the Closing on the Closing Date, that would reasonably be expected to materially adversely affect Seller’s liability for Taxes hereunder, including (A) reporting any transaction related deduction pursuant to the “next day rule” under Treasury Regulations section 1.1502-76(b)(1)(ii)(B) (or any corresponding or similar provision of state, local or non-U.S. Tax Law) or (B) electing to ratably allocate items pursuant to an election under Treasury Regulations Section 1.1502-76(b)(2) (or any corresponding or similar provision of state, local or non-U.S. Tax Law). Neither Acquiror nor any of its Affiliates shall (or shall cause or permit the Company Group or any of its Subsidiaries to), without the express written consent of Seller (A) initiate any discussion with any Governmental Authority regarding Taxes of the Company Group or any of its Subsidiaries with respect to any Pre-Closing Tax Period or Straddle Period outside of the ordinary course of business, (B) enter into any “voluntary disclosure agreement” or make similar agreement with any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) Governmental Authority with respect to the acquisition Taxes of the Acquired Entities without the prior written consent Company Group or any of the Seller (which the Seller may grant its Subsidiaries for any Pre-Closing Tax Period or withhold in its sole and absolute discretion), Straddle Period or (iiC) any election provided under U.S. federal, state file past due Tax Returns for a Pre-Closing Tax Period for the Company Group or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of its Subsidiaries in a jurisdiction where the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsame has not previously filed Tax Returns.

Post-Closing Actions. The Purchaser None of Buyer or any of its Affiliates shall not, and (or shall not cause or permit its Affiliates any other Person to) (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreementi) except as otherwise provided in each case as may be required by applicable LawSection 12K(a), this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities tofile, amend, re-file or otherwise modify any Tax return for Return relating in whole or in part to the Company or any period that includes, of its Subsidiaries with respect to any Pre-Closing Tax Period or ends the portion of the Straddle Period ending on or prior to, (and including) the Closing Date; (ii) make any Tax election (including, but not limited to, an election pursuant to Sections 336 or 338 of the Code) that has retroactive effect to any Pre-Closing Tax Period or the portion of the Straddle Period ending on (and including) 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 Pre-Closing Tax Period or the portion of the Straddle Period ending on (and including) the Closing Date; or (iv) enter into any voluntary disclosure with any taxing authority regarding any Tax or Tax Returns of the Company or any of its Subsidiaries for a Pre-Closing Tax Period or the portion of the Straddle Period ending on (and including) the Closing Date (including any voluntary disclosure with a Taxing Authority with respect to filing Tax Returns or paying Taxes for Pre-Closing Tax Period or the portion of the Straddle Period ending on (and including) the Closing Date in a jurisdiction that the Company or any of its Subsidiaries did not previously file a Tax Return or pay Taxes), in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities 57 without the prior written consent of the Seller Representative (which the Seller may grant or withhold in its sole and absolute discretion)consent shall not be unreasonably withheld, conditioned, or (iidelayed); provided, that nothing in this Section 12K(h) shall prohibit the Company from registering for Tax purposes with any election provided under U.S. federal, state or local Law Governmental Entity with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to tax period beginning after the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser Buyer Parties and their respective Affiliates (including on or after the Closing, the Company and its Subsidiaries) shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes unless otherwise reasonably required pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) amend a Tax Return of the Company or its Subsidiaries for a Pre-Closing Tax Period, (ii) extend or waive the applicable statute of limitations with respect to a Tax of the Company or its Subsidiaries for a Pre-Closing Tax Period, (iii) file any ruling or request with any Tax Authority that relates to Taxes or Tax Returns of the Company or its Subsidiaries for a Pre-Closing Tax Period, or (iv) make any Tax election with respect to the Company or its Subsidiaries (including an election under Section 336 or Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law similar provision of any U.S. non-U.S., state or local jurisdictionlaw) with respect to that relates to, or is retroactive to, a Pre-Closing Tax Period, in the acquisition case of each of the Acquired Entities preceding clauses (i) through (iv), if any such action could reasonably be expected to increase the liability of the Sellers for Taxes under this Agreement without the prior written consent of the Seller Sellers’ Representative, not to be unreasonably withheld or delayed; provided, however, that, notwithstanding anything to the contrary in the foregoing, Buyer or its Affiliates (which including on or after the Seller Closing, the Company and its Subsidiaries) (A) may grant or withhold in its sole and absolute discretion), or (iimake an election pursuant to Section 338(g) any election provided under U.S. federal, state or local Law of the Code with respect to the Acquired Entities Company and any of its non-U.S. Subsidiaries and (including B) may amend a Tax Return of the Company or its Subsidiaries and/or file any election pursuant ruling or request with any Tax Authority that relates to U.S. Treasury Regulation Section 301.7701Taxes or Tax Returns of the Company or its Subsidiaries, in each case with respect to sales Taxes or value added Taxes for a Pre-3)Closing Tax Period; provided, which election would be effective on further, that with respect to any such amended Tax Return or prior to the Closing Date. Notwithstanding the foregoingany such ruling or request covered by clause (B) above, the Purchaser Buyer Parties shall notkeep the Sellers’ Representative reasonably informed of, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will consider in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring comments of the PurchaserSellers’ Representative with respect to, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsuch matters.

Post-Closing Actions. The Purchaser shall notExcept pursuant to the procedures described in Section 5.19(a), and Acquiror shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities Company or any Company Subsidiary to) file, amend, re-file or otherwise modify any Tax return for Return or Tax election of the Company or any period Company Subsidiary with respect to any Pre-Closing Tax Period or Straddle Period that includes, or ends on or prior to, is reasonably likely to result in any of the Closing Date, in each caseCompany Holders’ having indemnification obligation pursuant to this Agreement, without the Seller’s prior written approval consent of the Company Holders’ Agent (which consent shall not be unreasonably withheld, conditioned or delayed). In the event Acquiror intends to initiate any voluntary disclosure agreement or similar program (a “VDA”) with any Tax Authority with respect to the Company or Company Subsidiary for any Pre-Closing Tax Period or Straddle Period that is reasonably likely to result in any of the Company Holders’ having indemnification obligation pursuant to this Agreement, (i) prior to initiation, Acquiror shall provide notice to Company Holders’ Agent of such VDA and shall provide the Company Holders’ Agent with a reasonable opportunity to obtain advice of legal counsel or an accounting firm regarding the subject matter of such VDA, (ii) Acquiror will consult in good faith with the Company Holders’ Agent with respect to such VDA, (iii) the Company Holders’ Agent will be entitled to participate (at the Company Holders’ expense) in, but not control or conduct, any proceedings related to such VDA, and (iv) Acquiror shall not settle or resolve such VDA in a manner that would materially and adversely affect the Company Holders without the prior written consent of the Company Holders’ Agent (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser ; provided that, notwithstanding anything in this Section 5.19(e) to the contrary, Acquiror shall not make, and shall cause its Affiliates (including initiate such VDA if the Acquired Entities) not Company Holders’ Agent provides to make, (i) any election under Section 338 Acquiror an opinion of Armxxxxx XXP or a nationally recognized legal counsel or an accounting firm reasonably acceptable to Acquiror that the U.S. Internal Revenue Code (original reporting position or treatment by the “Code”) (Company or any comparable election under the Law of any U.S. state or local jurisdiction) Company Subsidiary with respect to the acquisition subject matter of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect VDA is more likely than not to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodsustained upon audit.

Post-Closing Actions. The Except as expressly required by applicable Law and except as provided in Section 6.4(j), the Purchaser shall not, not (and shall not cause or permit any of its Affiliates (including including, after the Acquired EntitiesClosing, the Company and its Subsidiaries) to: (i) amend, refile or otherwise modify any Tax Return of the Company or any Subsidiary relating to a Pre-Closing Period; (ii) file a Tax Return of the Company or any Subsidiary for a Pre-Closing Period in a jurisdiction where the Company or any Subsidiary, as the case may be, has not previously filed a Tax Return (other than a Tax Return that is first due after the Closing Date and prepared in accordance with Section 6.4(a)); (iii) make or initiate any voluntary contact with a Governmental Authority with respect to Taxes of the Company or any Subsidiary for a Pre-Closing Period (including any voluntary disclosure, agreement or similar process); (iv) make or change any Tax election with respect to the Taxes of the Company or any Subsidiary that has retroactive effect to a Pre-Closing Period; (v) extend the statute of limitations with respect to any Tax Return of the Company or any Subsidiary for a Pre-Closing Period; (vi) file an administrative adjustment request under Section 6227(a) of the Code (or a corresponding provision of state or local Law) in respect of Taxes of the Company or any of its Subsidiaries for a Pre-Closing Period; or (vii) take any action during with respect to the Taxes of the Company or any Straddle Period, of its Subsidiaries outside of the ordinary course of businessbusiness on the Closing Date, or make any electionbut after the Closing (except as otherwise contemplated by this Agreement), that could in each case, only if such action would be reasonably expected to either (1) increase the Seller’s liability for amount of Taxes payable by the Sellers or (including any liability 2) create or increase an indemnification obligation of the Seller to indemnify Sellers under this Agreement. If the Purchaser for Taxes pursuant to this Agreement) except believes that an action described in each case as may be the preceding sentence is required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice shall use commercially reasonable efforts to notify the Seller of such action or election and the consequences thereof not less than fifteen (15) Sellers’ Representative, in writing at least 20 Business Days prior to taking the filing of any such Tax Return, and provide the Sellers’ Representative with all required information regarding such action, and if the Sellers’ Representative does not believe that such action or making such election). The is required by applicable Law, Purchaser and the Sellers’ Representative shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will attempt in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences resolve any such dispute within a reasonable period of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodtime.

Post-Closing Actions. The Purchaser shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case Except as may be otherwise required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and Buyer shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which i) file, or allow to be filed, any amended Tax Return of the Seller may grant Company or withhold Connextions HCI for a Pre-Closing Period or a Straddle Period, (ii) apply to any Tax authority for any binding or non-binding opinion, ruling, or other determination with respect to the Company or Connextions HCI in its sole and absolute discretionrelation to any act, matter, or transaction that relates to any Pre-Closing Period, (iii) make or change any Tax election with respect to the Company or Connextions HCI for a Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date (including any election under Section 336(e) or Section 338 of the Code, or under any analogous or similar rules in any relevant Tax jurisdiction), or (iiiv) take any election provided under U.S. federal, state action or local Law enter into any transaction that would result in an increase in the Tax liability of the Company or Connextions HCI with respect to any Pre-Closing Period or the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective portion of such Straddle Period ending on or prior to the Closing Date. Notwithstanding the foregoingBuyer shall be permitted to waive any carry-back for federal, the Purchaser shall notstate, and shall not cause local or permit the Acquired Entities tonon-U.S. Tax purposes of any net operating losses, make any election under foreign Law that would be effective on capital losses, Tax credits or prior to similar items arising in a Taxable period beginning after the Closing Date which could increase the Seller’s liability for Taxes (including to any liability Pre-Closing Period, or portion thereof, of the Company or Connextions HCI. To the fullest extent permitted by Law, Buyer agrees not to carry-back any losses of the Company or Connextions HCI to any Pre-Closing Periods of the Company or Connextions HCI, including by making or causing to be made an election under Treasury Regulations Section 1.1502-21(b)(3)(ii)(B). If necessary in order to prevent the reduction of U.S. federal income Tax asset basis or other U.S. federal income Tax attributes of the Company or Connextions HCI, Seller will file or cause to indemnify be filed a “Section 1.1502-36 Statement” (as defined in Treasury Regulations Section 1.1502-36(e)(5)) with the Purchaser timely filed U.S. federal consolidated income Tax Return for Taxes the consolidated group of which Seller is a member for the consolidated tax return year that includes the Closing Date making an election to reduce the tax basis, pursuant to this AgreementTreasury Regulations Section 1.1502-36(d)(6)(i)(A), in shares of the Company immediately before the transfer to Buyer (the “Section 1.1502-36 Election”). Following To the Closingextent permitted by Law, and provided it is consistent with the election described above, Seller will in good faith cooperate with the Purchaser make or cause to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring be made similar elections for purposes of the Purchaser, any of alternative minimum tax imposed under the Acquired Entities or the financing of any thereof that could have an Code. Seller further agrees to take all other such actions as may be required to give effect on the Seller during any Straddle Period.to such Section 1.1502-36

Post-Closing Actions. The Purchaser Following the Closing, none of Buyer, an Acquired Company or any of their Affiliates shall not, and shall not cause be entitled to indemnification pursuant to Section 9.1 as a result of such party: (i) amending any Tax Return or permit its Affiliates (including claiming any refund of Taxes to the Acquired Entities) to, take extent that such Tax Return or refund claim relates to any action during any Straddle Pre-Closing Tax Period, outside of the ordinary course of business, unless such amendment or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be claim is required by applicable Law; (ii) making or changing any Tax election or Tax accounting method with respect to or that has retroactive effect to any Pre-Closing Tax Period unless required by applicable Law; or (iii) initiating or participating in any voluntary disclosure procedure (or other similar procedure with any Governmental Authority reasonably expected to have a similar effect) with any Governmental Authority with respect to any Pre-Closing Tax Period, in each case in clauses (i) to (iii) above, unless the Representative consents to such action, which consent may be withheld in the sole and absolute discretion of the Representative. For the avoidance of doubt, this Agreement Section 7.1(f) will not limit any Merger Sub II post-closing Tax filings. Before taking a position that “applicable Law” applies to any filing of items included in clauses (i) and (ii) of this Section 7.1(f) or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify before filing any Tax return Returns in any state where BMP does not currently file such Tax returns or paying or collecting any Tax, for any Tax period that includes, or ends portion thereof ending on or prior to, before the Closing Date, Buyer will consult with Representative as to the possibility of filing a voluntary disclosure agreement with any such states to limit prior year exposures. The Parties shall resolve any disagreement under this Section 7.1(f) using procedures similar to those set forth in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayedSection 2.3(d). The Purchaser shall In the event Buyer files or submits, or causes Merger Sub II or an Acquired Company or any of their Affiliates to file or submit, any Tax Return, or pay or collect any Tax, for any Tax period or portion beginning after the Closing Date in a jurisdiction in which an Acquired Company has not makepreviously filed a Tax Return (or the type of Tax Return), or paid or collected a Tax (or the type of Tax), and shall cause its Affiliates (including the filing of such Tax Return or payment or collection of such Tax causes, in whole or in part, the applicable Governmental Authority to audit, examine or otherwise investigate any Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) Company with respect to any Pre-Closing Tax Period or otherwise results in the acquisition assessment or imposition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law Taxes with respect to the Acquired Entities (including any election pursuant Pre-Closing Tax Period, nothing in this Agreement shall be construed to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on excuse or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make limit any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability obligation of the Seller Sellers to indemnify the Purchaser for provide indemnification with respect to any Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate or other Losses with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodrespect thereto.

Post-Closing Actions. The Purchaser Buyer shall not, and shall not cause or permit its Affiliates (including the Acquired Entities) to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired EntitiesPurchased Companies and the Purchased Subsidiary) not to maketo, at any point after the Closing, (ia) make any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law amendment of any U.S. state or local jurisdiction) Tax Returns with respect to the acquisition of Purchased Companies or the Acquired Entities without the prior written consent of the Seller Purchased Subsidiary for any Pre-Closing Tax Period, (which the Seller may grant b) make, change or withhold in its sole and absolute discretion), or revoke any Tax election (ii) including any entity classification election provided under U.S. federal, state or local Law pursuant to Treasury Regulations Section 301.7701-3 with respect to any of the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3)Purchased Companies or the Purchased Subsidiary, which election would be effective on or prior to the Closing Date. Notwithstanding , or any election pursuant to Section 338 of the foregoing, Code (or any similar provision of Law) with respect to the Purchaser shall not, and shall not cause transactions contemplated by this Agreement) or permit accounting method with respect to the Acquired Entities Purchased Companies or the Purchased Subsidiary with respect to, make or that has retroactive effect to, any election under foreign Law that would be Pre-Closing Tax Period, (c) enter into a voluntary disclosure or similar agreement with a taxing authority, or initiate contact with a taxing authority with the intention of entering into such agreement, in each case with respect to the Purchased Companies or the Purchased Subsidiary with respect to a Pre-Closing Tax Period, (d) file Tax Returns for a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where any Purchased Company or the Purchased Subsidiary has not historically filed Tax Returns, (e) take any action or enter into any transaction after the Closing on, or effective on or prior to as of, the Closing Date that is outside the Ordinary Course with respect to any of the Purchased Companies or the Purchased Subsidiary, or (f) carry back any item of loss, deduction or credit of the Purchased Subsidiary that arises in any taxable period beginning after the Closing Date into any Pre-Closing Tax Period, in each case, if such action could reasonably be expected to result in any Taxes for which could increase the any Seller or Seller Parent are liable under this Agreement or otherwise impact any Seller’s liability for Taxes , Seller Parent or any of their respective Affiliates (including any liability Parent Group Taxes), without the prior written consent of the Seller Parent (not to indemnify the Purchaser for Taxes pursuant to this Agreementbe unreasonably withheld, conditioned, or delayed). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.

Post-Closing Actions. The Purchaser shall notNone of Parent, and shall not cause Merger Sub or permit its Affiliates (including any of the Acquired Entities) to, Companies or Blockers shall take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes business (including without limitation any liability of the Seller to indemnify the Purchaser for Taxes election pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law merger, conversion, liquidation or dissolution of any U.S. state of the Blockers) on the Closing Date after the Closing, file or local jurisdiction) amend any Tax Return of any of the Blockers or the Acquired Companies with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant any Pre-Closing Period or withhold in its sole and absolute discretion)Straddle Period, make, change or (ii) revoke any Tax election provided under U.S. federal, state or local Law with respect to any of the Blockers or Acquired Entities Companies for any Pre-Closing Period or Straddle Period, make or initiate any voluntary Tax disclosures or Tax amnesty or similar filings or take any other action or enter into any transaction (including any election pursuant action or transaction that has retroactive effect to U.S. Treasury Regulation Section 301.7701-3), which election would be effective a taxable period (or portion thereof) that ends on or prior to the Closing Date) that could increase Taxes for which the Sellers and/or the Management Member could reasonably be expected to be liable under Article 9 or any other provision of this Agreement or under Law, including Taxes of any Acquired Company or Blocker for any Pre-Closing Period or Straddle Period. Notwithstanding For so long as the foregoingobligations pursuant to Section 9.01(b) survive, the Purchaser shall not, and shall not cause all refunds (including credits in lieu of refunds) received or permit utilized by the Acquired Entities to, make Companies or the Blockers (or any election under foreign Law that would be effective on of their respective Affiliates or successors) of Taxes (i) paid prior to the Closing, (ii) included as liabilities in Closing Date which could increase Net Working Capital Adjustment Amount or otherwise taken into account in the Seller’s calculation of the final Purchase Price with respect to a Pre-Closing Period or the portion of a Straddle Period ending on the Closing Date or (iii) indemnified by the Sellers or the Management Member pursuant to Article 9 shall, in each case, be for the account of the Seller(s) and/or Management Member that bore the liability or indemnification obligation for the relevant Taxes (including any liability for this purpose, treating Taxes described in the foregoing clauses (i) and (ii) as borne (x) in the case of Taxes of an Acquired Company, by the Sellers and the Management Member pro rata in accordance with the percentage of the Purchase Price paid to each Seller or Management Member, (y) in the case of Taxes of Blocker I, by the Blocker I Sellers and (z) in the case of Taxes of Blocker II, by the Blocker II Seller), and the relevant Acquired Companies or Blockers shall promptly pay over such amounts to indemnify the Purchaser for Taxes pursuant Sellers and/or the Management Member, as applicable; provided, however, that this sentence shall not require the Acquired Companies or Blockers to this Agreement). Following pay over to the Closing, Sellers or the Seller will in good faith cooperate with the Purchaser Management Member any refunds (or credits) to the extent reasonably requested by such refunds (or credits) were included as assets in the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodClosing Date Net Working Capital Adjustment Amount.

Post-Closing Actions. The Purchaser shall notAfter the Closing and until the later of (i) the expiration of the General Survival Period and (ii) the release of all Escrowed Shares retained under the Escrow Agreement for claims for indemnification asserted under Article VIII of the Merger Agreement with respect to Taxes, and without the prior written consent of the Representative (which consent shall not cause be unreasonably withheld, conditioned or permit its Affiliates (including the Acquired Entities) todelayed), take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser Parent shall not, and shall not cause or permit the Acquired Entities Surviving Corporation to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, : (i) amend, supplement or refile any election under Section 338 Tax Returns of the U.S. Internal Revenue Code Company for a Pre-Closing Period, (the “Code”ii) (make, change or revoke any comparable Tax election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion)Company for a Pre-Closing Period, or (iiiii) file or submit any election provided voluntary disclosure or similar agreements with any Governmental Entity relating to Taxes of the Company for a Pre-Closing Period, (iv) cause the Surviving Corporation to take any action on the Closing Date after the Closing outside the Ordinary Course of Business that is not expressly contemplated by this Agreement or any Transaction Document, (v) compromise or settle any Tax liability relating to a Pre-Closing Period, in each case to the extent the foregoing could reasonably be expected to increase the Pre-Closing Taxes for which the Escrow Beneficiaries are responsible for indemnification under Section 8.1, or (vi) agree to the waiver or any extension of the statute of limitations relating to any Taxes of the Companies for any Pre-Closing Period. For the avoidance of doubt, it shall be unreasonable for the Representative to withhold, condition or delay its consent to any action in this Section 6.4(f) that is required by Law or reasonably determined by Parent’s accountants to be necessary (a) to avoid the filing of a Schedule UTP (Form 1120) (or similar Tax disclosure under state, local or non-U.S. federalLaw), state (b) to avoid or mitigate the imposition of penalties under Section 6662 of the Code or any comparable provisions of state, local Law or non-U.S. applicable Law, or (c) to avoid maintaining a reserve on Parent’s financial statements with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodapplicable Tax liability.

Post-Closing Actions. The Except as expressly required by applicable Law and except as provided in Section 6.4(j), the Purchaser shall not, not (and shall not cause or permit any of its Affiliates (including including, after the Acquired EntitiesClosing, the Company and its Subsidiaries) to: (i) amend, refile or otherwise modify any Tax Return of the Company or any Subsidiary relating to a Pre-Closing Period; (ii) file a Tax Return of the Company or any Subsidiary for a Pre-Closing Period in a jurisdiction where the Company or any Subsidiary, as the case may be, has not previously filed a Tax Return (other than a Tax Return that is first due after the Closing Date and prepared in accordance with Section 6.4(a)); (iii) make or initiate any voluntary contact with a Governmental Authority with respect to Taxes of the Company or any Subsidiary for a Pre-Closing Period (including any voluntary disclosure, agreement or similar process); (iv) make or change any Tax election with respect to the Taxes of the Company or any Subsidiary that has retroactive effect to a Pre-Closing Period; (v) extend the statute of limitations with respect to any Tax Return of the Company or any Subsidiary for a Pre-Closing Period; (vi) file an administrative adjustment request under Section 6227(a) of the Code (or a corresponding provision of state or local Law) in respect of Taxes of the Company or any of its Subsidiaries for a Pre-Closing Period; or (vii) take any action during with respect to the Taxes of the Company or any Straddle Period, of its Subsidiaries outside of the ordinary course of businessbusiness on the Closing Date, or make any electionbut after the Closing (except as otherwise contemplated by this Agreement), that could in each case, only if such action would be reasonably expected to either (1) increase the Seller’s liability for amount of Taxes payable by the Sellers or (including any liability 2) create or increase an indemnification obligation of the Seller to indemnify Sellers under this Agreement. If the Purchaser for Taxes pursuant to this Agreement) except believes that an action described in each case as may be the preceding sentence is required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice shall use commercially reasonable efforts to notify the Seller of such action or election and the consequences thereof not less than fifteen (15) Sellers’ Representative, in writing at least 20 Business Days prior to taking the filing of any such action or making such election). The Purchaser shall notTax Return, and shall not cause or permit provide the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not makeSellers’ Representative with all required information regarding such action, and if the Sellers’ Representative does not believe that such 41 action is required by applicable Law, Purchaser and the Sellers’ Representative shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdiction) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller (which the Seller may grant or withhold in its sole and absolute discretion), or (ii) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will attempt in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences resolve any such dispute within a reasonable period of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Periodtime.

Post-Closing Actions. The Purchaser shall notAfter the Closing, Parent and Acquiror shall not cause or permit the Company and its Affiliates (including the Acquired Entities) Subsidiaries to, take any action during any Straddle Period, outside of the ordinary course of business, or make any election, that could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to the Closing (in which case the Purchaser will provide written notice to the Seller of such action or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval consent of Seller (which shall not be unreasonably withheld, conditioned delayed or delayedconditioned). The Purchaser shall not make, and shall cause its Affiliates (including take any of the Acquired Entities) not following actions if such actions would be reasonably expected to makegive rise to an indemnity claim against the Seller under this Agreement, (i) except as required by a Tax Authority, file, or cause to be filed, any election under Section 338 restatement or amendment of, or modification to any Tax Return of the U.S. Internal Revenue Code (the “Code”) (Company or any comparable of its Subsidiaries for any Pre-Closing Tax Period; (ii) make Tax election under that has retroactive effect to any Tax period of the Law Company or any of its Subsidiaries ending on or prior to the Closing Date; (iii) other than as a result of an automatic extension of time to file a Tax Return obtained in the ordinary course of business, extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any U.S. state Tax or local jurisdiction) deficiency with respect to the acquisition any Tax period of the Acquired Entities without Company or any of its Subsidiaries ending on or prior to the prior written consent Closing Date; (iv) change any Tax accounting method or practice that has retroactive effect to a Tax period of the Seller Company or any of its Subsidiaries ending on or prior to the Closing Date; (which the Seller may grant or withhold in its sole and absolute discretion), or (iiv) make any election provided under U.S. federal, state or local Law voluntary disclosures with respect to Taxes of the Acquired Entities (including Company or any election pursuant of its Subsidiaries with respect to U.S. Treasury Regulation Section 301.7701-3), which election would be effective a Tax period of the Company or any of its Subsidiaries ending on or prior to the Closing Date. Notwithstanding Parent and Acquiror shall notify Seller if they intend to cause the foregoing, the Purchaser shall notCompany or any of its Subsidiaries to take any action described in clauses (i) through (v) above, and shall not cause or permit the Acquired Entities to, make if Seller notifies Parent and Acquiror that any election under foreign Law that would be effective on or prior to the Closing Date which could increase the Seller’s liability for Taxes (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle Period.such contemplated

Post-Closing Actions. The Purchaser Buyer shall not, and shall not cause permit any of its Affiliates to, make any election under Treasury Regulation 301.7701-3 (or any analogous or similar state or local, or foreign law or regulation) for any of the Acquired Companies effective on or before the Closing Date. Except as required by applicable law determined by a court, Buyer shall not, and shall not permit the Acquired Companies to, (i) take any action on or after the Closing Date other than in the Ordinary Course of Business, including but not limited to the sale of any assets or the payment of any dividend or distribution or the effectuation of any redemption, that could give rise to any Tax liability of Seller or any Affiliate of Seller, or indemnification obligation of Seller under Article VII or Article VIII, or (ii) make or change any material Tax election, amend any Tax Return, take any Tax position on any Tax Return, or compromise or settle any Tax liability, in each case if such action could have the effect of increasing the Tax liability or reducing any Tax benefit of Seller or any Affiliate of Seller, without the prior written permission of Seller, which may be withheld in Seller’s sole discretion. Seller shall be entitled to retain, or receive prompt payment from Buyer or any of its Affiliates (including the Acquired EntitiesCompanies) toof, take any action during any Straddle Period, outside of the ordinary course of business, refund or make any election, that could increase the Seller’s liability for credit with respect to Taxes (including any liability refunds and credits arising by reason of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement) except in each case as may be required by applicable Law, this Agreement or any other agreement entered into by an Acquired Entity prior to amended Tax Returns filed after the Closing (in which case the Purchaser will provide written notice to the Seller of such action Date or election and the consequences thereof not less than fifteen (15) Business Days prior to taking such action or making such election). The Purchaser shall not, and shall not cause or permit the Acquired Entities to, amend, re-file or otherwise modify any Tax return for any period that includes, or ends on or prior to, the Closing Date, in each case, without the Seller’s prior written approval (which shall not be unreasonably withheld, conditioned or delayed). The Purchaser shall not make, and shall cause its Affiliates (including the Acquired Entities) not to make, (i) any election under Section 338 of the U.S. Internal Revenue Code (the “Code”) (or any comparable election under the Law of any U.S. state or local jurisdictionotherwise) with respect to the acquisition of the Acquired Entities without the prior written consent of the Seller any Tax period (which the Seller may grant or withhold in its sole and absolute discretion), or (iiportion thereof) any election provided under U.S. federal, state or local Law with respect to the Acquired Entities (including any election pursuant to U.S. Treasury Regulation Section 301.7701-3), which election would be effective on or prior to the Closing Date. Notwithstanding the foregoing, the Purchaser shall not, and shall not cause or permit the Acquired Entities to, make any election under foreign Law that would be effective ending on or prior to the Closing Date which could increase related to the Seller’s liability for Taxes Acquired Companies, actually received by Buyer or any of its Affiliates (including any liability of the Seller to indemnify the Purchaser for Taxes pursuant to this Agreement). Following the Closing, the Seller will in good faith cooperate with the Purchaser to the extent reasonably requested by the Purchaser, to determine the consequences of any proposed restructuring of the Purchaser, any of the Acquired Entities or the financing of any thereof that could have an effect on the Seller during any Straddle PeriodCompanies).