Common use of Post-Closing Actions Clause in Contracts

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without the prior written consent of Seller Parent, (i) make or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributes.

Post-Closing Actions. Except 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 lawLaw, neither Investor nor 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 its affiliates 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 (or not, and shall not cause or permit Bank 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 Parent(which the Seller may grant or withhold in its sole and absolute discretion), or (iii) make any election provided under U.S. federal, state or change any Tax election local Law with respect to Bank the Acquired Entities (including any election under pursuant to U.S. Treasury Regulation Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank301.7701-3), which election or change would be effective on or prior to the Closing Date. Notwithstanding the foregoing, (ii) amendthe Purchaser shall not, re-file and shall not cause or otherwise modify permit the Acquired Entities to, make any Tax Return (election under foreign Law that would be effective on or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part prior to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect which could increase the Seller’s liability for Taxes (including any liability of the Seller to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank indemnify the Purchaser for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or Taxes pursuant to Section 5.01 of the Separation this Agreement). Following the Closing, the Seller will in each case, good faith cooperate with the Purchaser to the extent such action would be reasonably expected requested by the Purchaser, to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect determine the consequences of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) proposed restructuring of the Separation AgreementPurchaser, for any of the avoidance Acquired Entities or the financing of doubt, taking into account any applicable limitations thereof that could have an effect on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in Seller during any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesStraddle Period.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without the Without Sellers’ prior written consent of Seller Parent(not to be unreasonably withheld, conditioned or delayed) and subject to Section 6.03, Buyer shall not, and shall cause the Transferred Entities not to, (ia) make or change file any amended Tax election with respect to Bank (including any election under Section 338 or Section 336 Return of the CodeTransferred 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 any similar election under statecause to be extended or waived, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiencydeficiency related to (i) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in or (ii) a jurisdiction where Bank did not file such Tax Return for such periodperiod (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), (ivc) make or change a transfer pricing policy of Bank which is in place at the Closing Date any Tax election or accounting method or practice with respect to, or that has retroactive effect to a Pre-Closing Tax Periodto, (vi) initiate any voluntary disclosure or similar proceedings with respect to Bank for 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 (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, solely to the extent such action would be reasonably expected relating to result in any Seller Deferred Closing Taxes), (Xd) make or initiate any increased voluntary contact with a Tax liability of Seller ParentAuthority regarding (i) the Restructuring, Bank or its affiliates in respect of any (ii) a Pre-Closing Tax Period or (provided that, in iii) a Tax period (or portion thereof) beginning after the case of Tax liabilities of Bank Principal Closing Date and ending on or its affiliates, before the Deferred Closing Date (solely to the extent that such increase would correspondingly increase relating to any Seller Parent’s indemnification obligation Deferred Closing Taxes), (e) take any action on the Relevant Closing Date after the Relevant Closing outside of the ordinary course of business, (f) make any (i) Code Section 338(g) election for Seller Taxes hereunder a U.S. Transferred Entity or payment obligations (ii) entity classification election with respect to a Transferred Entity pursuant to the Treasury Regulations under Section 5.01(b) 7701 of the Separation Agreement, Code with an effective date earlier than two days after the Relevant Closing Date or (g) cause or permit UK Newco to cease to be a qualifying company (as that term is defined for the avoidance purposes of doubtparagraph 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), taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period each case to the extent Seller Parent is entitled that doing so could reasonably be expected to the economic benefit of such Tax attributesadversely affect Sellers or cause Sellers to be liable for any Taxes pursuant to this Agreement.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without Without the prior written consent of Seller ParentSeller, which consent shall not be unreasonably withheld, conditioned, or delayed, 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, with respect to the Group Companies: (i) make or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file refile or otherwise modify any Tax Return relating in whole or in part to a Pre-Closing Period, (or ii) extend or waive any statute of limitations or other period for the assessment of any Tax that relates to a Pre-Closing Period, (iii) apply to any Governmental Entity for any binding or deficiency) relating in whole non-binding opinion, ruling, or in part other determination, or voluntarily initiate any discussion or make any voluntary disclosure with any Governmental Entity, with respect to Bank the Group Companies for any Pre-Closing Tax Period, (iiiiv) file a report any Tax deduction related to the Transaction Expenses, Indebtedness or any compensatory amounts or transaction expenses that are paid or accrued on or 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, (v) change any Tax election of the Group Companies for a Pre-Closing Tax Period in a jurisdiction where Bank did not Period, or (vi) file such any Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke for any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement)Group Companies in a jurisdiction where such Group Company has not previously filed Tax Returns, in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s the foregoing action will result in indemnification obligation of a Buyer Indemnified Party for Seller Taxes hereunder or payment obligations under Section 5.01(b) Indemnifiable Damages payable out of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period Indemnity Escrow Fund pursuant to the extent Seller Parent is entitled to the economic benefit of such Tax attributesArticle IX.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without Without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not, and shall not permit any of its Affiliates (including, after the Closing for the avoidance of doubt, the Transferred Entities) to (a) with respect to a Parent Combined Group, with respect to which a Transferred Entity is treated as a pass-through entity and which Taxes flow through to Seller Parentor any of its Affiliates (other than a Transferred Entity) or with respect to any Tax Return reflecting Excluded Tax Liabilities, in each case, with respect to any Tax period (or portion thereof) starting on or before the Closing Date (i) make file past the original respective due date, amend, refile, or change otherwise modify, any Tax election Return, or grant an extension of any statute of limitation with respect to Bank (other than filing Tax Returns pursuant to a nondiscretionary extension), or (ii) voluntarily approach any Taxing Authority regarding any Taxes or Tax Returns of any Transferred Entity, (b) cause any Transferred Entity that is an Affiliate of Buyer to sell or otherwise dispose of assets outside the ordinary course of business on the Closing Date after the Closing, or (c) except as provided by Section 9.02(b) or upon Seller’s request pursuant to Section 9.05, carryback any net operating losses from any Tax period (or portion thereof) ending after the Closing Date to any Tax period (or portion thereof) ending on or before the Closing Date. Without the prior written consent of Seller, which consent shall not be unreasonably withheld or delayed, neither Buyer nor any Affiliate of Buyer will make any election (including any election under Treasury Regulation Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law301.7701-3) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change that would be effective have effect on or prior to the Closing Date, (ii) amend, re-file Date or otherwise modify create Tax liability with respect to any Tax Return (period ending on or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part prior to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect or that is allocable (under Section 9.03) to the portion of a Pre-Straddle Period that ends on the Closing Tax PeriodDate. After the Closing, Buyer shall not take any action (vand shall cause its Affiliates not to take any action) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Transferred Entity subsequent to the Closing Tax Period or portion thereofthat would reasonably be expected to cause the transactions contemplated hereby to constitute part of a transaction that is the same as, or (vi) amend or revoke any Apollo Prepared Returns (as defined substantially similar to, the “Intermediary Transaction Tax Shelter” described in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement)IRS Notice 2001-16, in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Preand IRS Notice 2008-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributes20.

Post-Closing Actions. Except as required by applicable lawBuyer shall not, neither Investor nor and shall not permit any of its affiliates shall Affiliates (or shall cause or permit Bank including, after the Closing for the avoidance of doubt, the Acquired Entities) to), without the prior written consent of Seller Parent, (i) make or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Codeexcept upon Parent’s written request, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amendfile, re-file file, supplement, or otherwise modify amend any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank Acquired Entity for any Pre-Closing Tax Period or portion thereofany Straddle Period, (ii) voluntarily approach any taxing authority regarding any Taxes or (vi) amend or revoke Tax Returns of any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of Acquired Entity for any Pre-Closing Tax Period or any Straddle Period, (provided that, in the case of iii) take any action relating to Taxes or that could create a Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations Liability on the indemnification under Section 7.1(g) hereof) Closing Date that is outside the Ordinary Course of Business or (Yiv) a reduction in make any Tax attributes election for any Acquired Entity effective on or before the Closing Date unless mutually agreed by the Parties. Parent shall not, except upon B▇▇▇▇’s written approval, (i) carryback any net operating losses of any Acquired Entity to a Tax period (or portion thereof) ending on or before the Seller Consolidated Group Closing Date or Bank in respect (ii) (A) re-file, supplement, or amend any Tax Return of any Acquired Entity for any Pre-Closing Tax Period or any Straddle Period, (B) voluntarily approach any taxing authority regarding any Taxes or Tax Returns of any Acquired Entity for any Pre-Closing Tax Period or any Straddle Period, (C) take any action relating to Taxes or that could create a Tax Liability on the extent Seller Parent Closing Date that is entitled to outside the economic benefit Ordinary Course of such Business or (D) make any Tax attributeselection for any Acquired Entity effective on or before the Closing Date unless mutually agreed by the Parties.

Post-Closing Actions. Except as required expressly contemplated by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to)this Agreement, without the prior written consent of Seller Parentthe Washington Equityholder Representative (not to be unreasonably withheld, conditioned or delayed), after the Closing, Georgia will not, and will cause its Affiliates (including, following the Closing, Washington and its Subsidiaries and the Blockers not to): (a) amend any Washington Pre-Closing Flow-Through Tax Return, any Washington Straddle Flow-Through Tax Return or any Blocker Pre-Closing Income Tax Return, (ib) make 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 in respect of any Washington Pre-Closing Flow-Through Tax Return, any Washington Straddle Flow-Through Tax Return or any Blocker Pre-Closing Income Tax Return, (c) make, rescind or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bankmethod, which election or change would be effective on or prior to the Closing Date, (iid) amendmake or initiate any voluntary disclosure agreement or similar process regarding any Washington Pre-Closing Flow-Through Tax Return, reany Washington Straddle Flow-Through Tax Return or any Blocker Pre-Closing Income Tax Return, or (e) file or otherwise modify a ruling request that would reasonably be expected to affect any Washington Pre-Closing Flow-Through Tax Return, any Washington Straddle Flow-Through Tax Return (or extend file an administrative adjustment request under Section 6227(a) of the Code, or waive any statute similar or successor provision of limitations or other period for the assessment of any Partnership Tax or deficiency) relating in whole or in part Audit Rules with respect to Bank for any a Washington Pre-Closing Flow-Through Tax PeriodReturn, (iiiany Washington Straddle Flow-Through Tax Return) file a Tax Return for a or any Blocker Pre-Closing Income Tax Period in a jurisdiction where Bank did not file such Tax Return for such periodReturn; provided, that each of the foregoing clauses (iva) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, through (ve) initiate any voluntary disclosure or similar proceedings shall include actions taken with respect to Bank for any Prea Washington Straddle Flow-Closing Through Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, Return solely to the extent such action would reasonably be expected to increase the Tax liability of the Former Washington/Blocker Equityholders. Georgia and its Affiliates shall not and shall cause Washington and its Subsidiaries and the Blockers not to take any action outside the ordinary course of business and not contemplated by this Agreement on the Closing Date after the Closing that would reasonably be expected to result in (X) the Former Washington/Blocker Equityholders, the Blockers or their respective beneficial owners being liable for incremental Tax pursuant to this Agreement or to any increased Governmental Entity or otherwise adversely impact the Tax liability Returns of Seller Parentthe Former Washington/Blocker Equityholders, Bank the Blockers or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely their respective beneficial owners. Notwithstanding anything to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder contrary, Georgia shall not, and shall cause its Affiliates (including Washington and its Subsidiaries after the Closing) not to, make any elections under Sections 336 or payment obligations under Section 5.01(b) 338 of the Separation AgreementCode (or any corresponding or similar provision of state, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(glocal or non-U.S. Law) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in with respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributestransactions contemplated by this Agreement.

Post-Closing Actions. Except as expressly required by applicable lawLaw and except as provided in Section 6.4(j), neither Investor nor the Purchaser shall not (and shall not permit any of its affiliates shall Affiliates (or shall cause or permit Bank including, after the Closing, the Company and its Subsidiaries) to), without the prior written consent of Seller Parent, : (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 Bank (including any election under Section 338 or Section 336 the Taxes of the Code, Company or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with Subsidiary that has retroactive effect to a Pre-Closing Tax Period, ; (v) initiate any voluntary disclosure or similar proceedings extend the statute of limitations with respect to Bank any Tax Return of the Company or any Subsidiary for any a Pre-Closing Tax Period or portion thereof, or Period; (vi) amend file an administrative adjustment request under Section 6227(a) of the Code (or revoke any Apollo Prepared Returns (as defined a corresponding provision of state or local Law) in respect of Taxes of the Separation Agreement) Company or any notification of its Subsidiaries for a Pre-Closing Period; or election relating thereto (other than as contemplated in or pursuant vii) take any action with respect to Section 5.01 the Taxes of the Separation Company or any of its Subsidiaries outside the ordinary course of business on the Closing Date, but after the Closing (except as otherwise contemplated by this Agreement), in each case, to the extent only if such action would be reasonably expected to result either (1) increase the amount of Taxes payable by the Sellers or (2) create or increase an indemnification obligation of the Sellers under this Agreement. If the Purchaser believes that an action described in (X) any increased Tax liability of Seller Parentthe preceding sentence is required by applicable Law, Bank or its affiliates the Purchaser shall use commercially reasonable efforts to notify the Sellers’ Representative, in respect writing at least 20 Business Days prior to the filing of any Pre-Closing such Tax Period (provided thatReturn, in and provide the case of Tax liabilities of Bank or its affiliatesSellers’ Representative with all required information regarding such action, solely to and if the extent Sellers’ Representative does not believe that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) action is required by applicable Law, Purchaser and the Sellers’ Representative shall attempt in good faith to resolve any such dispute within a reasonable period of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributestime.

Post-Closing Actions. Except as required by applicable lawLaw, neither Investor Buyer nor any of its affiliates Affiliates (including, following the Closing, the Company and its Subsidiaries) shall (or shall cause or permit Bank the Company or any of its Subsidiaries to), without the prior written consent of Seller Parent, ) (iA) make or change any Tax election with respect to Bank the Company or any of its Subsidiaries (including any “check-the-box” election pursuant to Treasury Regulations Section 301.7701-2, which election would be effective for any Pre-Closing Period, election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax lawLaw) or change any method of Tax accounting or any Tax accounting period of Bankthe Company or any of its Subsidiaries, which election or change would be effective on or prior to the Closing Date, (iiB) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating relating, in whole or in part part, to Bank the Company or any of its Subsidiaries for any Pre-Closing Tax Period, (iiiC) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank the Company or any of its Subsidiaries did not file such Tax Return for such period, (ivD) change a transfer transfer- pricing policy of Bank the Company or any of its Subsidiaries which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (vE) initiate any voluntary disclosure or similar proceedings with respect to Bank the Company or any of its Subsidiaries for any Pre-Closing Tax Period or portion thereofPeriod, or (viF) amend take any other action or revoke engage in any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action transaction that would reasonably be reasonably expected to result in (X) increase any increased Tax liability of Seller Parent, Bank or its affiliates reduce any Tax benefit in respect of any Pre-Closing Tax Period (provided thator give rise to an indemnity payment pursuant to Section 7.1, in each case, without the case prior written consent of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesSeller.

Post-Closing Actions. Except as Unless otherwise required by applicable lawpursuant to a settlement of an examination or audit proceeding, neither Investor nor Parent shall not take (and following the Closing, Parent shall prevent the Company, the Surviving LLC and any of its affiliates shall (or shall cause or permit Bank to)Affiliates from taking) the following actions, without the prior written consent of Seller Parentthe Securityholders’ Agent, if such action would reasonably be expected to form the basis for an indemnity claim under this Agreement: (i) amend or cause the amendment any Tax Return of the Company relating to a Tax period ending on or before the Closing Date (other than an amendment required to be made by applicable Law such as information Tax Returns or to the extent reasonably necessary for any officer of Parent to avoid personal liability); (ii) make or change any Tax election regarding the Company with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign a Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective ending on or prior to before the Closing Date; (iii) file any Tax Return of the Company with respect to a Tax period ending before the Closing Date with an original due date before the Date of this Agreement (taking into account all extensions properly obtained); (iv) initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a Governmental Body regarding any Tax (whether asserted or unasserted) or Tax Return with respect to the Company relating to a Tax period ending on or before the Closing Date; or (v) take any extraordinary action not contemplated by this Agreement or required by applicable law on the Closing Date after the closing that could reasonably be expected to give rise to or increase any Tax for which the Effective Time Holders could be expected to be liable (each a “Specified Tax Action”). Notwithstanding the foregoing, Parent may take any Specified Tax Action (i) if Parent provides written notice to the Securityholders’ Agent specifying in reasonable detail the proposed Specified Tax Action, (ii) amend, re-file or otherwise modify any Tax Return the original underlying position is not supported by at least a substantial authority position (or extend similar standard under state or waive local law), and (iii) either the Securityholders’ Agent does not object within 30 days of receipt of the applicable written notice or to the extent any statute objection is resolved in favor of limitations or other period for Parent pursuant to the assessment of any Tax or deficiency) relating following sentence. In the event the Securityholders’ Agent objects in whole or in part in writing within 30 days of receipt of the applicable written notice, then the dispute resolution provisions of Section 1.13(d), mutatis mutandis, for resolution, and such resolution shall be final and binding on the Parties. In the event the Securityholders’ Agent does not object, or to Bank the extent following a dispute resolution in favor of Parent, Parent may take such Specified Tax Action and the Effective Time Holders shall be responsible for any the amount of Pre-Closing Taxes related to Specified Tax PeriodAction (as provided in Article 10) but, (iii) file a Tax Return notwithstanding the provisions of Article 10, the Effective Time Holders shall not be responsible for a Pre-Closing Tax Period in a jurisdiction where Bank did and not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect be required to a Pre-Closing Tax Period, (v) initiate pay any voluntary disclosure cost or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereofexpense, or (vi) amend other amount that would otherwise be treated as Damages, associated with such Specified Tax Action, such as the cost of investigation, filing of applicable Tax Returns or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) accounting or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for attorney fees. For the avoidance of doubt, taking into account nothing in this Section 6.2(b) shall prevent Parent from continuing any applicable limitations on process or action (including any voluntary disclosure program or similar program or agreement) after the indemnification under Section 7.1(g) hereof) Closing Date, which process or (Y) a reduction in any Tax attributes of action was commenced by the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period Company prior to the extent Seller Parent is entitled to the economic benefit of such Tax attributesClosing.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without Without the prior written consent of Seller Parent, Buyer shall not, and shall not permit the Company, its Subsidiaries or any of its respective Affiliates to: (i) make or change amend any previously filed Pass-Through Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return Returns for a Pre-Closing Tax Period or file any refund claim for the employee retention credit under Section 2301 of the CARES Act; (ii) file Pass-Through Tax Returns for the Company with respect to a Pre-Closing Tax Period (other than a Straddle Period) in a jurisdiction where Bank did the Company or its Affiliates have not historically filed Pass-Through Tax Returns; (iii) file such any Tax Return for such period, or initiate discussions or examinations with any Tax authority regarding Taxes in a jurisdiction where the Company or its Affiliates have not previously filed a Tax Return prior to Closing; (iv) change a transfer pricing policy of Bank which is in place at the Closing Date make any voluntary disclosures (A) with retroactive effect respect to Pass-Through Taxes for a Pre-Closing Tax Period, (B) in any jurisdiction in which the Company or its Affiliates have never filed Tax Returns, or (C) to the extent not covered in clauses (iv)(A) or (B), unless required by applicable Law; (v) initiate unless required by applicable Law, change any voluntary disclosure accounting method or similar proceedings with respect adopt any convention that shifts taxable income from a period beginning (or deemed to Bank for any Pre-begin) after the Closing Tax Period Date to a taxable period (or portion thereof, ) ending on or (vi) amend before the Closing Date or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) shifts deductions or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) losses from a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to a period beginning (or deemed to begin) after the extent Seller Closing Date; or (vi) unless required by applicable Law, take any action outside the Ordinary Course on the Closing ​ Date after the Closing that would be reasonably be expected to give rise to or increase any Tax for which Parent (or any Party that is entitled responsible for the Taxes of Parent) would be liable . Notwithstanding the foregoing, nothing in this Section 5.2(e) shall restrict or prohibit Buyer and its Affiliates (including, following Closing, the Company and its Subsidiaries) from cooperating with any requests or responding to the economic benefit of such any correspondence from any Governmental Authority with respect to Taxes or Tax attributesReturns for any Tax period.

Post-Closing Actions. Except as required by applicable lawBuyer shall not, neither Investor nor and shall not permit any of its affiliates shall Affiliates (or shall cause or permit Bank to)including, after the Closing for the avoidance of doubt, the Acquired Companies) without the prior written consent of Seller Parentthe Seller, which consent will not be unreasonably withheld, conditioned or delayed, to, (i) make or change any except for Tax election with respect Returns filed pursuant to Bank (including any election under Section 338 or Section 336 of the Code7.6(b), or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amendfile, re-file file, supplement, or otherwise modify amend any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank Acquired Company for any Pre-Closing Tax Period that was originally due on or before the Closing Date (taking into account any applicable extensions), (ii) voluntarily approach any taxing authority regarding any Taxes or Tax Returns of any Acquired Company for any Pre-Closing Tax Period that were originally due on or before the Closing Date (taking into account any applicable extensions), (iii) make an election under Section 338 of the Code (or any comparable applicable provision of state, local or foreign Tax law) with respect to the transactions contemplated by this Agreement, (iv) make any Tax election with respect to any Acquired Company that is retroactively effective on or before the Closing Date, (v) except for net operating losses from Pre-Closing Tax Periods, carryback any net operating losses of any Acquired Company to a Tax period (or portion thereof) ending on or before the Closing Date, or (vi) amend or revoke take any Apollo Prepared Returns (as defined in action on the Separation Agreement) or any notification or election relating thereto Closing Date (other than as contemplated in or pursuant to Section 5.01 by this Agreement) that would create a Tax liability of Seller on the Separation Agreement)Closing Date, in each case, to the extent such action would could reasonably be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in the Purchase Price or could reasonably be expected to be adverse to Seller or any of its direct or indirect owners. For purposes of computing (x) Indebtedness, (y) the amount of any Tax attributes of refund or credit pursuant to Section 7.6(b), or (z) the Seller Consolidated Group or Bank in respect amount of any Pre-payment pursuant to Section 7.6(c), any item of income or gain recognized on the Closing Tax Period to Date resulting from any transaction that is outside the extent Seller Parent ordinary course of business that is entitled to effected by the economic benefit of such Tax attributes.Buyer on the Closing Date following the Closing shall be ignored. LEGAL_US_E # 161486834.17

Post-Closing Actions. Except as Following the Closing, (1) unless otherwise required by applicable lawLaw and would not create a material Tax Liability for the Sellers, neither Investor nor any of its affiliates shall or (or shall cause or permit Bank to)2) except as otherwise provided in this Agreement, without the prior written consent of Seller Parentthe Sellers (which shall not be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Affiliates not to, (i) make or change any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file refile, revoke or otherwise modify any Tax Return or Tax election with respect to a Pre-Closing Tax Period, (or extend or waive any statute of limitations or other period for the assessment of ii) make any Tax election or deficiency) relating in whole change any accounting period or in part method with retroactive effect to Bank for any Pre-Closing Tax Period, (iii) file a take any action to extend the applicable statute of limitations with respect to any Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such periodPeriod, (iv) change surrender any right to claim a transfer pricing policy refund of Bank which is in place at the Closing Date with retroactive effect to a Taxes for any Pre-Closing Tax Period, (v) initiate take any voluntary disclosure or similar proceedings with respect action relating to Bank Taxes for any Pre-Closing Tax Period or portion thereof, or (vi) amend initiate any discussion or revoke enter into any Apollo Prepared Returns voluntary disclosure program (as defined in the Separation Agreementor similar program or agreement) or with a Governmental Authority regarding any notification or election relating thereto (other than as contemplated in or pursuant Tax Return with respect to Section 5.01 of the Separation Agreement)a Pre-Closing Tax Period, in each case, to the extent such action would be reasonably expected adversely affect the Sellers. In connection with any Proceeding by the IRS with respect to result in (X) the Company or any increased Tax liability of Seller Parent, Bank or its affiliates in respect of Subsidiaries for any Pre-Closing Tax Period (provided thatPeriod, in the case of Tax liabilities of Bank or its affiliatesSellers shall, solely to the extent that the Company is eligible to make such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations elections under the Code and applicable Treasury Regulations, (i) (A) cause and permit the Company to elect under Section 5.01(b6221(b) of the Separation AgreementCode and (B) take all actions (such as filings, for disclosures and notifications) to make Subchapter C of Chapter 63 of Subtitle F of the avoidance Code inapplicable to the Company or (ii) in the event that the Company cannot so opt-out of doubtSubchapter C of Chapter 63 of Subtitle F of the Code, taking (A) cause and permit the Company to elect under Section 6226(a) of the Code and (B) take all actions (such as filings, disclosures and notifications) such that all Tax adjustments are taken into account any applicable limitations on by the indemnification under Sellers and/or former equityholders in the Company as provided in Section 7.1(g6226(b) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group Code, provided, that, if Buyer or Bank an Affiliate of Buyer has the sole authority to cause either such election to be made, the Sellers shall cooperate with Buyer in making such election. Similar principles shall apply to any Proceeding by any other Governmental Authority and to any Proceeding by any Governmental Authority with respect of to any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesSubsidiary.

Post-Closing Actions. Except (i) Buyer shall cause the Company to provide an estimate of the United States federal and state tax allocations from the Company to the Sellers for the tax year in which the Closing occurs no later than thirty (30) days after the Allocation Schedule is finalized as required provided in Section 2.5 in order to allow Sellers to compute their estimated United States federal and state tax liabilities resulting from the transactions contemplated by applicable lawthis Agreement. (ii) From and after the Closing Date, neither Investor nor without Sellers’ consent (which consent shall not be unreasonably withheld, conditioned or delayed), none of Buyer, any of its affiliates Affiliates (including any Company Entity), or any Representatives thereof, shall (A) file, re-file, amend, or shall cause supplement any Tax Return for any Tax period (or permit Bank to), without portion thereof) ending on or before the prior written consent of Seller ParentClosing Date, (iB) make change any method or change period of accounting for any Tax period (or portion thereof) ending on or before the Closing Date, (C) make, change, approve or consent to any Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or Company Entity effective for any Tax accounting period of Bank, which election (or change would be effective portion thereof) ending on or prior before the Closing Date or with respect to the transactions contemplated by this Agreement, (D) extend or waive the limitation period applicable to any Tax claim or assessment relating to any Tax period (or portion thereof) ending on or before the Closing Date, or (iiE) amendvoluntarily approach any taxing authority regarding any Taxes or Tax Returns of any Company Entity that were originally due on or before the Closing Date, rein each case to the extent doing so could affect any Pass-file or otherwise modify Through Income Tax Return for any Tax Return period (or extend portion thereof) ending on or waive any statute of limitations or other period for before the assessment Closing Date, reduce the amount of any Tax Refund to which Sellers would otherwise be entitled, or deficiency) relating result in whole any adverse tax consequences to any Seller, unless required by applicable Law or in part to Bank for any Pre-Closing Tax Period, a determination within the meaning of Section 1313 of the Code. (iii) file a Tax Return Sellers shall be obligated to perform on behalf of the Company Entities the obligations set forth in Sections 5.3(b)-(d) of each TE Buyout MIPA in accordance with the terms thereof. Sellers shall pay for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy all fees and expenses incurred by Sellers and any third party accountants on behalf of Bank which is in place at Sellers or the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined Company Entities in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 preparation of the Separation Agreement)applicable tax and financial statements, in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit shall review and approve of such Tax attributesreturns and financial statements and shall ensure timely delivery thereof to Firstar. Buyer will reasonably cooperate with Sellers regarding any information in Buyer’s possession or control that is reasonably required to perform such obligations and as may be required to ▇▇▇▇▇ ▇▇▇▇▇▇▇ the requisite authorization regarding the Company Entities to comply with this Section 6.7(c)(iii).

Post-Closing Actions. Except as required by applicable lawAcquiror and its Affiliates (including, neither Investor nor after the Closing, the Surviving Corporation and its Subsidiaries) shall not, solely to the extent any such action described in this Section 8.2(b) would be expected to increase any Tax liability taken into account in the determination of its affiliates shall (Estimated Accrued Income Taxes or shall cause or permit Bank to)Closing Date Net Working Capital, without the prior written consent of Seller Parentthe Holder Representative (not to be unreasonably withheld, conditioned or delayed): (i) make or change amend any previously filed Tax election with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period Returns for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any a Pre-Closing Tax Period, (iiiii) file a any Tax Return for a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where Bank did the Company or any of its Subsidiaries has not file historically filed such a Tax Return for such periodReturn, (iii) initiate any discussions or examinations with taxing authorities regarding Taxes with respect to any Pre-Closing Tax Periods, (iv) make any voluntary disclosures with respect to Taxes for Pre-Closing Tax Periods, (v) make, change or revoke any Tax election with respect to, or that has a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to, Pre-Closing Tax Period or (vi) change any accounting method or adopt any convention that shifts taxable income from a Post-Closing Tax Period to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, shifts deductions or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) losses from a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to a Post-Closing Tax Period. Acquiror and its Affiliates (including, after the extent Seller Parent is entitled Closing, the Surviving Corporation and its Subsidiaries) shall not make any election under Section 336 or Section 338 of the Code with respect to the economic benefit of such Tax attributestransactions contemplated by this Agreement.

Post-Closing Actions. Except as required by applicable lawBuyer shall not, neither Investor nor any of its affiliates shall (or and shall cause or permit Bank its Affiliates (including the Purchased Companies and the Purchased Subsidiary) not to), without at any point after the prior written consent of Seller ParentClosing, (ia) make any amendment of any Tax Returns with respect to the Purchased Companies or the Purchased Subsidiary for any Pre-Closing Tax Period, (b) make, change or revoke any Tax election (including any entity classification election pursuant to Treasury Regulations Section 301.7701-3 with respect to Bank (including any election under Section 338 or Section 336 of the Code, Purchased Companies or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bankthe Purchased Subsidiary, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return election pursuant to Section 338 of the Code (or extend any similar provision of Law) with respect to the transactions contemplated by this Agreement) or waive any statute of limitations accounting method with respect to the Purchased Companies or other period for the assessment of any Tax Purchased Subsidiary with respect to, or deficiency) relating in whole or in part to Bank for that has retroactive effect to, any Pre-Closing Tax Period, (iiic) 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 a Tax Return Returns for a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where Bank did any Purchased Company or the Purchased Subsidiary has not file such historically filed Tax Return for such periodReturns, (ive) change a transfer pricing policy of Bank which is in place at take any action or enter into any transaction after the Closing on, or effective as of, the Closing Date that is outside the Ordinary Course with retroactive effect respect to a 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, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent if such action would could reasonably be reasonably expected to result in any Taxes for which any Seller or Seller Parent are liable under this Agreement or otherwise impact any Seller, Seller Parent or any of their respective Affiliates (X) including any increased Tax liability Parent Group Taxes), without the prior written consent of Seller ParentParent (not to be unreasonably withheld, Bank conditioned, or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesdelayed).

Post-Closing Actions. Except as required by applicable lawNone of Parent, neither Investor nor Merger Sub or any of its affiliates the Acquired Companies or Blockers shall take any action outside the ordinary course of business (including without limitation any election pursuant to Section 338 of the Code or shall cause any merger, conversion, liquidation or permit Bank to)dissolution of any of the Blockers) on the Closing Date after the Closing, without file or amend any Tax Return of any of the prior written consent of Seller ParentBlockers or the Acquired Companies with respect to any Pre-Closing Period or Straddle Period, (i) make make, change or change revoke any Tax election with respect to Bank any of the Blockers or Acquired 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 under Section 338 action or Section 336 of the Code, transaction that has retroactive effect to a taxable period (or any similar election under state, local, or foreign Tax lawportion thereof) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective 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, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment including Taxes of any Tax Acquired Company or deficiency) relating in whole or in part to Bank Blocker for any Pre-Closing Tax Period or Straddle Period. For so long as the obligations pursuant to Section 9.01(b) survive, all refunds (including credits in lieu of refunds) received or utilized by the Acquired Companies or the Blockers (or any of their respective Affiliates or successors) of Taxes (i) paid prior to the Closing, (iiiii) file a Tax Return for a Pre-Closing Tax Period included as liabilities in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date Net Working Capital Adjustment Amount or otherwise taken into account in the calculation of the final Purchase Price with retroactive effect respect to a Pre-Closing Tax Period, (v) initiate any voluntary disclosure or similar proceedings with respect to Bank for any Pre-Closing Tax Period or the portion thereof, of a Straddle Period ending on the Closing Date or (viiii) amend indemnified by the Sellers or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or Management Member pursuant to Section 5.01 of the Separation Agreement)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 (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 the Sellers and/or the Management Member, as applicable; provided, however, that this sentence shall not require the Acquired Companies or Blockers to pay over to the Sellers or the Management Member any refunds (or credits) to the extent such action would be reasonably expected to result in refunds (Xor credits) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, were included as assets in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesDate Net Working Capital Adjustment Amount.

Post-Closing Actions. Except as Unless written consent is obtained from the Sellers’ Representative (such consent not to be unreasonably withheld, conditioned or delayed) or Parent and Purchaser are otherwise required by applicable lawTax-related Legal Requirements, neither Investor nor Parent and Purchaser shall not take (and following the Closing, Parent and Purchaser shall prevent the Acquired Companies and any of its affiliates shall (their Affiliates from taking) the following actions if such actions could reasonably be expected to result in an indemnity claim under this Agreement or shall cause or permit Bank to), without otherwise affect the prior written consent Taxes of Seller Parent, the Selling Shareholders: (i) amend or cause the amendment of any Tax Return of the Acquired Companies relating to a Pre-Closing Tax Period; (ii) make or change any Tax election regarding the Acquired Companies with respect to Bank (including any election under Section 338 or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any a Pre-Closing Tax Period, ; (iii) file a any Tax Return for of the Acquired Companies with respect to a Pre-Closing Tax Period in a any jurisdiction where Bank if the Acquired Companies did not file such a comparable Tax Return for involving similar Tax items in such jurisdiction in the immediately preceding Tax period, ; (iv) change initiate any discussion or enter into any voluntary disclosure program (or similar program or agreement) with a transfer pricing policy of Bank which is in place at Governmental Body regarding any Tax (whether asserted or unasserted) or Tax Return with respect to the Closing Date with retroactive effect Acquired Companies relating to a Pre-Closing Tax Period, or (v) initiate any voluntary disclosure or similar proceedings with respect other action that is reasonably expected to Bank have the effect of increasing the Tax liability of a Selling Shareholder for any a Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant with respect to Section 5.01 its ownership of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for Acquired Companies. For the avoidance of doubt, taking into account any applicable limitations on the indemnification under Parent and Purchaser shall not make (or cause to be made) an election pursuant to Section 7.1(g338(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in Code with respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled Acquired Companies in connection with the purchase and sale of the Distributed Interests pursuant to this Agreement without the economic benefit prior written consent of the Sellers’ Representative (such Tax attributesconsent not to be unreasonably withheld, conditioned or delayed).

Post-Closing Actions. Except as The Buyer Parties and their respective Affiliates (including on or after the Closing, the Company and its Subsidiaries) shall not, unless otherwise reasonably required by pursuant to applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without the prior written consent of Seller ParentLaw, (i) make or change any amend a Tax election with respect to Bank (including any election under Section 338 or Section 336 Return of the Code, Company or any similar election under state, local, or foreign its Subsidiaries for a Pre-Closing Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing DatePeriod, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any the applicable statute of limitations with respect to a Tax of the Company or other period its Subsidiaries for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any a Pre-Closing Tax Period, (iii) file a any ruling or request with any Tax Return Authority that relates to Taxes or Tax Returns of the Company or its Subsidiaries for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, or (viv) initiate make any voluntary disclosure or similar proceedings Tax election with respect to Bank for the Company or its Subsidiaries (including an election under Section 336 or Section 338 of the Code or any similar provision of non-U.S., state or local law) that relates to, or is retroactive to, a Pre-Closing Tax Period or portion thereof, or (vi) amend or revoke any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided thatPeriod, in the case of Tax liabilities each of Bank the 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 Sellers’ Representative, not to be unreasonably withheld or delayed; provided, however, that, notwithstanding anything to the contrary in the foregoing, Buyer or its affiliatesAffiliates (including on or after the Closing, solely the Company and its Subsidiaries) (A) may make an election pursuant to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b338(g) of the Separation Agreement, for Code with respect to the avoidance Company and any of doubt, taking into account its non-U.S. Subsidiaries and (B) may amend a Tax Return of the Company or its Subsidiaries and/or file any applicable limitations on the indemnification under Section 7.1(g) hereof) ruling or (Y) a reduction in request with any Tax attributes Authority that relates to Taxes or Tax Returns of the Seller Consolidated Group Company or Bank its Subsidiaries, in each case with respect of any to sales Taxes or value added Taxes for a Pre-Closing Tax Period Period; provided, further, that with respect to any such amended Tax Return or any such ruling or request covered by clause (B) above, the extent Seller Parent is entitled to Buyer Parties shall keep the economic benefit Sellers’ Representative reasonably informed of, and shall consider in good faith any comments of the Sellers’ Representative with respect to, such Tax attributesmatters.

Post-Closing Actions. Except as required by applicable lawLaw and without the prior written consent of Seller (such consent not to be unreasonably withheld, conditioned or delayed), neither Investor Buyer nor any of its affiliates Affiliates (including, following the Closing, the Transferred Subsidiaries) shall (or shall cause or permit Bank any Transferred Subsidiary to), without the prior written consent of Seller Parent, ) (iA) make or change any Tax election with respect to Bank any Transferred Subsidiary (including any “check-the-box” election pursuant to Treasury Regulations Section 301.7701-2, which election would be effective for any Pre-Closing Period, or any election under Section 338 336 or Section 336 338 of the Code, or any similar election under state, local, or foreign Tax lawLaw) or change any method of Tax accounting or any Tax accounting period of Bankany Transferred Subsidiary, which election or change would be effective on or prior to the Closing Date, (iiB) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating relating, in whole or in part part, to Bank the Transferred Subsidiaries for any Pre-Closing Tax Period, (iiiC) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank the Transferred Subsidiaries did not file such Tax Return for such period, (ivD) change a transfer transfer-pricing policy of Bank any Transferred Subsidiary which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (vE) initiate any voluntary disclosure or similar proceedings with respect to Bank any Transferred Subsidiary for any Pre-Closing Tax Period or portion thereof, thereof or (viF) amend withdraw, in whole or revoke in part, any Apollo Prepared Returns (as defined surrender of Group Relief or any Group Reallocation that was submitted to a Tax Authority in respect of a Pre-Closing Period or relating to an event or profits or losses of part of a Straddle Period before Closing, in the Separation Agreementcases of clauses (A) or any notification or election relating thereto to (other than as contemplated in or pursuant to Section 5.01 of the Separation AgreementE), in each case, to the extent such action would be reasonably expected increase the amount of Indemnified Taxes for which Seller is required to result indemnify the Buyer Indemnified Parties under this Agreement or Taxes included in (X) any increased Tax liability Accrued Taxes, Company Transaction Expenses or Net Working Capital for purposes of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in determining the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesFinal Purchase Price.

Post-Closing Actions. Except as expressly required by applicable lawLaw and except as provided in Section 6.4(j), neither Investor nor the Purchaser shall not (and shall not permit any of its affiliates shall Affiliates (or shall cause or permit Bank including, after the Closing, the Company and its Subsidiaries) to), without the prior written consent of Seller Parent, : (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 Bank (including any election under Section 338 or Section 336 the Taxes of the Code, Company or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with Subsidiary that has retroactive effect to a Pre-Closing Tax Period, ; (v) initiate any voluntary disclosure or similar proceedings extend the statute of limitations with respect to Bank any Tax Return of the Company or any Subsidiary for any a Pre-Closing Tax Period or portion thereof, or Period; (vi) amend file an administrative adjustment request under Section 6227(a) of the Code (or revoke any Apollo Prepared Returns (as defined a corresponding provision of state or local Law) in respect of Taxes of the Separation Agreement) Company or any notification of its Subsidiaries for a Pre-Closing Period; or election relating thereto (other than as contemplated in or pursuant vii) take any action with respect to Section 5.01 the Taxes of the Separation Company or any of its Subsidiaries outside the ordinary course of business on the Closing Date, but after the Closing (except as otherwise contemplated by this Agreement), in each case, to the extent only if such action would be reasonably expected to result either (1) increase the amount of Taxes payable by the Sellers or (2) create or increase an indemnification obligation of the Sellers under this Agreement. If the Purchaser believes that an action described in (X) any increased Tax liability of Seller Parentthe preceding sentence is required by applicable Law, Bank or its affiliates the Purchaser shall use commercially reasonable efforts to notify the Sellers’ Representative, in respect writing at least 20 Business Days prior to the filing of any Pre-Closing such Tax Period (provided thatReturn, in and provide the case of Tax liabilities of Bank or its affiliatesSellers’ Representative with all required information regarding such action, solely to and if the extent Sellers’ Representative does not believe that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) 41 action is required by applicable Law, Purchaser and the Sellers’ Representative shall attempt in good faith to resolve any such dispute within a reasonable period of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributestime.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to), without Without the prior written consent of Seller Parentthe Stockholder Representative, which consent shall not be unreasonably withheld, conditioned or delayed, until the Total Merger Consideration is finally determined pursuant to Section 2.8 and any disputes described in Section 2.8 are fully resolved, Buyer and its Affiliates (including, after the Closing, the Surviving Corporation and its Subsidiaries) shall not, and shall cause the Surviving Corporation and its Subsidiaries not to, (i) make or change file any Tax election Returns with respect to Bank (including any election under Section 338 the Surviving Corporation or Section 336 of its Subsidiaries for a Pre-Closing Tax Period in a manner inconsistent with past practice or in a jurisdiction where the CodeSurviving Corporation and its Subsidiaries, or any similar election under stateas applicable, localhave not historically filed Tax Returns, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Dateunless required by applicable Law, (ii) amend, or re-file or otherwise modify any Tax Return (Returns with respect to the Surviving Corporation or extend or waive any statute of limitations or other period its Subsidiaries for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any a Pre-Closing Tax Period, (iii) file a consent to any extension or waiver of the limitation period applicable to any Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such periodclaim or assessment relating to the Surviving Corporation or any of its Subsidiaries, (iv) make or change a transfer pricing policy of Bank which is in place at the Closing Date with any Tax election that has retroactive effect to a Pre-Closing Tax PeriodPeriod of the Surviving Corporation or its Subsidiaries, (v) initiate discussions or examinations with Tax authorities or make any voluntary disclosure disclosures regarding Taxes of the Surviving Corporation or similar proceedings its Subsidiaries with respect to Bank for any Pre-Closing Tax Period or portion thereofPeriod, or (vi) amend compromise, concede or revoke settle any Apollo Prepared Returns (as defined in the Separation Agreement) or any notification or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank the Surviving Corporation or its affiliates in Subsidiaries with respect of any to a Pre-Closing Tax Period (provided thatPeriod, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Yvii) a reduction in change any Tax attributes of the Seller Consolidated Group annual accounting period or Bank in respect of adopt or change any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesaccounting method.

Post-Closing Actions. Except as required by applicable law, neither Investor nor None of Buyer or any of its affiliates Affiliates shall (or shall cause or permit Bank any other Person to), without the prior written consent of Seller Parent, ) (i) make or change any Tax election with respect to Bank (including any election under except as otherwise provided in Section 338 or Section 336 of the Code12K(a), or any similar election under statefile, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for the Company or any of its Subsidiaries with respect to any Pre-Closing Tax PeriodPeriod or the portion of the Straddle Period ending on (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 a any ruling or request with any taxing authority that relates to Taxes or Tax Return Returns of the Company or any of its Subsidiaries for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, or the portion of the Straddle Period ending on (and including) the Closing Date; or (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with retroactive effect to a Pre-Closing Tax Period, (v) initiate enter into any voluntary disclosure with any taxing authority regarding any Tax or similar proceedings with respect to Bank Tax Returns of the Company or any of its Subsidiaries for any a Pre-Closing Tax Period or the portion thereof, 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 (viand including) amend or revoke any Apollo Prepared Returns (as defined the Closing Date in a jurisdiction that the Separation Agreement) Company or any notification of its Subsidiaries did not previously file a Tax Return or election relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreementpay Taxes), in each case, to without the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided that, in the case of Tax liabilities of Bank or its affiliates, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation for Seller Taxes hereunder or payment obligations under Section 5.01(b) prior written consent of the Separation AgreementRepresentative (which consent shall not be unreasonably withheld, conditioned, or delayed); provided, that nothing in this Section 12K(h) shall prohibit the Company from registering for Tax purposes with any Governmental Entity with respect to any tax period beginning after the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesDate.

Post-Closing Actions. Except as required by applicable law, neither Investor nor any of its affiliates shall (or shall cause or permit Bank to)From and after the Closing, without (i) the prior written consent of Seller ParentParent (such consent not to be unreasonably conditioned, withheld or delayed) or (ii) except in the case of clause (w), the delivery of a written certification by Purchaser to Seller Parent that such action shall be disregarded in the determination of the prorations under Article X, Purchaser shall not, and shall not permit any of its Affiliates (including Transferco or the Target Entities) to, (iv) make take any actions outside the Ordinary Course of Business on the Closing Date following the Closing, (w) make, change or change revoke any Tax election with respect to Bank (including any election under Section 338 Transferco or Section 336 of the Code, or any similar election under state, local, or foreign Tax law) or change any method of Tax accounting or any Tax accounting period of Bank, which election or change would be effective on or prior to the Closing Date, (ii) amend, re-file or otherwise modify any Tax Return (or extend or waive any statute of limitations or other period for the assessment of any Tax or deficiency) relating in whole or in part to Bank for any Pre-Closing Tax Period, (iii) file a Tax Return for a Pre-Closing Tax Period in a jurisdiction where Bank did not file such Tax Return for such period, (iv) change a transfer pricing policy of Bank which is in place at the Closing Date with Target Entities that has retroactive effect to a Pre-Closing Tax Period, (vx) initiate amend or refile any Tax Return of Transferco or any Target Entity for a Pre-Closing Tax Period, (y) make any voluntary disclosure or similar proceedings with respect to Bank for Taxes or Tax Returns of Transferco or any Target Entity or otherwise voluntarily comply with a Governmental Authority with respect to Taxes or Tax Returns of any Target Entity relating to any Pre-Closing Tax Period or portion thereofany Straddle Period, or (viz) amend waive or revoke extend any Apollo Prepared limitations period for any claim or assessment of Taxes or Tax Returns (as defined in the Separation Agreement) of Transferco or any notification or election Target Entity relating thereto (other than as contemplated in or pursuant to Section 5.01 of the Separation Agreement), in each case, to the extent such action would be reasonably expected to result in (X) any increased Tax liability of Seller Parent, Bank or its affiliates in respect of any Pre-Closing Tax Period (provided thator Straddle Period. For purposes of this Section 7.1.2(c), in the case of Tax liabilities of Bank or its affiliatesParties agree that if an action described herein is required by Applicable Law, solely to the extent that such increase would correspondingly increase Seller Parent’s indemnification obligation then it shall be deemed unreasonable for Seller Taxes hereunder Parent to withhold, condition, delay or payment obligations under Section 5.01(b) of the Separation Agreement, for the avoidance of doubt, taking into account any applicable limitations on the indemnification under Section 7.1(g) hereof) or (Y) a reduction in any Tax attributes of the Seller Consolidated Group or Bank in respect of any Pre-Closing Tax Period to the extent Seller Parent is entitled to the economic benefit of such Tax attributesotherwise not provide its consent.