Pre-Closing Tax Matters. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement in accordance with its terms, except as consented to in writing by Parent REIT or Parent OP (which consent shall not be unreasonably withheld, delayed or conditioned):
Pre-Closing Tax Matters. After the Closing, the Purchaser and its Affiliates shall not permit the Company or any of its Subsidiaries to, (i) other than Tax Returns that are filed pursuant to Section 9.01(a), file or amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (ii) after the date any Tax Return filed pursuant to Section 9.01(a) is filed, amend or otherwise modify any such Tax Return, (iii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, (iv) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (v) make or initiate any voluntary contact with a Governmental Authority regarding Taxes in any Pre-Closing Tax Period; provided that, subject to Section 9.02, none of the foregoing limitations in this Section 9.01(c) shall limit the rights of the Company or its Subsidiaries from (A) registering to collect and remit sales and use taxes for any tax period beginning after the Closing Date and (B) filing income Tax Returns for any tax period beginning after the Closing Date.
Pre-Closing Tax Matters. (a) Unitholders will be allocated all items of income, gain, loss, deduction and credit of MLP for income Tax purposes through and including the Closing Date.
Pre-Closing Tax Matters. After the Closing, except as otherwise provided in Section 6.08 or as required by applicable Law, without the prior written consent of the Representative or Buyer, as applicable, which consent shall not be unreasonably withheld, conditioned or delayed, the Representative or Buyer, as applicable, will not and will not permit the Company or any of its Subsidiaries to (i) amend or otherwise modify any Tax Return in respect of a Pre-Closing Tax Period, (ii) make or change any Tax election with respect to, or that has retroactive effect to, a Pre-Closing Tax Period, (iii) voluntarily initiate any communication with any Tax authority with respect to any Tax Return in respect of a Pre-Closing Tax Period, or (iv) extend or waive the statute of limitations for assessments with respect to any Tax Return in respect of a Pre-Closing Tax Period or Taxes attributable to such Tax period; provided, however, that (x) the limitations set forth in this Section 6.08(e) shall not apply to Buyer to the extent the actions by Buyer set forth in clauses (i), (ii), (iii) and (iv) would not give rise to an amount for which Buyer is entitled to indemnification under Article X (taking into account the limitations set forth therein) and (y) the limitations set forth in clauses (i), (ii) and (iv) of this Section 6.08(e) shall not apply to the Representative to the extent such actions by Representative set forth in clauses (i), (ii) and (iv) would not increase the Taxes of Buyer, the Company and its Subsidiaries or any of their Affiliates in any taxable period for which Buyer may not be entitled to indemnification under Article X (taking into account the limitations set forth therein). Notwithstanding anything herein to the contrary, Buyer shall be permitted to take all appropriate actions to reflect proper treatment of unrealized foreign exchange losses on the Tax Returns of the Company and its Subsidiaries for all taxable periods, including amending Tax Returns and changing accounting methods in respect of Pre-Closing Tax Periods, and preparing Tax Returns under Section 6.08(a)(ii) and Section 6.08(b) to reflect such proper treatment of unrealized foreign exchange losses, subject to the Representative's review and approval rights relating to such Tax Returns pursuant to Section 6.08(a)(ii) and Section 6.08(b), respectively.
Pre-Closing Tax Matters. (i) During the period from the date of this Agreement to the Closing Date, the Company Parties and their respective Subsidiaries shall:
Pre-Closing Tax Matters. Except to the extent required by Law, without the prior written consent of the Securityholder Representative (not to be unreasonably withheld, conditioned or delayed), Parent and its Affiliates shall not, and Parent and its Affiliates shall not permit the Company or any of the Company Subsidiaries to, take the following actions to the extent such action could reasonably be expected to increase an amount of Taxes for which the Company Stockholders are liable hereunder: (i) amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (ii) make or change any Income Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period; (iii) make or initiate any voluntary contact with a Taxing Authority that is intended to lead to a voluntary disclosure agreement or could reasonably be expected to result in an increase in a Tax liability for any Pre-Closing Tax Period; or (iv) take any action relating to Taxes on the Closing Date after the Closing (other than as expressly contemplated by this Agreement) that is outside the ordinary course of business.
Pre-Closing Tax Matters. Unless required by applicable Law, without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Purchaser and its Affiliates shall not, and Purchaser and its Affiliates shall not permit the Company or its Subsidiaries to, take any of the following actions with respect to the Company or its Subsidiaries for, or that has retroactive effectiveness to, any taxable period ending on or before the Closing Date to the extent such action could adversely affect Seller: (i) amend or otherwise modify any Income Tax Return, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Income Tax or deficiency, (iii) make or change any Income Tax election or accounting method or practice, (iv) enter into any voluntary disclosure program or agreement with a taxing authority, or (v) settle any claim, audit or other proceeding with respect to Income Taxes.
Pre-Closing Tax Matters. Without the prior written consent of Marina Holdings (not to be unreasonably withheld, delayed or conditional), Buyer shall not (unless required by applicable Law) (and shall cause its Affiliates, including the Acquired Companies, not to) take any of the following actions: (i) amend or otherwise modify any Flow-Through Return, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Flow-Through Return, (iii) make, change or revoke any Tax election or accounting method or practice with respect to, or that has retroactive effect to, a Flow-Through Return, or (iv) make or initiate any voluntary contact with a Governmental Body regarding any Flow-Through Return.
Pre-Closing Tax Matters. After the Closing, Buyer shall not, and Buyer shall cause its Affiliates (including Blocker and the Group Companies) not to, take any of the following actions if such action is with respect to a Pass-Through Income Tax Return or Pass-Through Income Tax Matter, would result in an increase in the Blocker Tax Liability Amount, the Tax Liability Amount, or would change any component of the Closing Cash Payment or otherwise affect any amounts payable by the Unitholders or their direct or indirect equityholders or members: (a) other than Tax Returns that are filed pursuant to Section 9.01, file or amend or otherwise modify any Tax Return relating to a Pre-Closing Tax Period, (b) after the date any Pre-Closing Buyer Return or Buyer Return is filed, amend or otherwise modify any such Tax Return, (c) make or change any Tax election or accounting method or practice with respect to, or that has retroactive effect to, any Pre-Closing Tax Period or (d) except for filing of any Tax Return pursuant to the procedures set forth in Section 9.03, extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period, or (e) except pursuant to the procedures set forth in Section 9.01, make or initiate any voluntary contact with a Taxing Authority (including any voluntary disclosure agreement or similar process) regarding any Pre-Closing Tax Period.
Pre-Closing Tax Matters. Prior to the Closing, Seller shall cause the Company to use commercially reasonable efforts to apply Rev. Proc. 2003-33, 2003-1 C.B. 803 (Apr. 2, 2003) to obtain an automatic extension under Treasury Regulations Section 301.9100-3 to file an election under Section 338(g) of the Code with respect to the Company Group’s acquisition of each of the non-U.S. Subsidiaries acquired from XX Xxxxx plc on February 27, 2020.
