Common use of Post-Closing Transactions Clause in Contracts

Post-Closing Transactions. Purchaser shall not cause or permit any Transferred Entity to engage in any transaction during the period after the Closing Date and ending on December 31, 2014 (the “Short Period”) which will cause Chemtura to realize any United States federal or state income tax, without the prior written consent of Chemtura, which consent shall not be unreasonably withheld by Chemtura, so long as Purchaser indemnifies Chemtura for any such tax as a result of such transaction. Transactions during the Short Period that could impact Chemtura and cause Chemtura to realize United States federal or state income taxes include a distribution of earnings by a Transferred Entity to Purchaser, its Affiliates or another Transferred Entity, an election to change the classification of any Transferred Entity and/or any transaction that would reduce the amount of Chemtura’s “Section 1248 amount.”