Common use of Accounting Methods; Tax Matters Clause in Contracts

Accounting Methods; Tax Matters. Except as disclosed in Company SEC Documents filed prior to the date of this Agreement, or as required by a Governmental Entity, the Company shall not change in any material respect its methods of accounting in effect at July 31, 2003, except as required by changes in GAAP as concurred in by the Company's independent public accountants. The Company shall not (i) change its fiscal year; (ii) make or revoke any Tax election that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or Buyer; (iii) settle any material Tax claim or assessment or (iv) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment.

Appears in 2 contracts

Samples: Merger Agreement (Lightspan Inc), Merger Agreement (Plato Learning Inc)

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Accounting Methods; Tax Matters. Except as disclosed in Company Buyer SEC Documents filed prior to the date of this Agreement, or as required by a Governmental Entity, the Company Buyer shall not change in any material respect its methods of accounting in effect at July 31, 2003, except as required by changes in GAAP as concurred in by the CompanyBuyer's independent public accountants. The Company Buyer shall not (i) change its fiscal year; (ii) make or revoke any Tax election that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or Buyer; (iii) settle any material Tax claim or assessment or (iv) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment.

Appears in 2 contracts

Samples: Merger Agreement (Plato Learning Inc), Merger Agreement (Lightspan Inc)

Accounting Methods; Tax Matters. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, or as required by a Governmental Entitygovernmental entity, the Company shall not change in any material respect its methods of accounting in effect at July March 31, 20032002, except as required by changes in GAAP as concurred in by the Company's independent public accountants. The Company shall not (i) change its fiscal year; (ii) make or revoke any Tax election that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or BuyerCompany; (iii) settle any material Tax claim or assessment or (iv) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment.

Appears in 1 contract

Samples: Merger Agreement (Datum Inc)

Accounting Methods; Tax Matters. Except as disclosed in the Company SEC Documents filed prior to the date of this Agreement, or as required by a Governmental Entitygovernmental entity, the Company shall not change in any material respect its methods of accounting in effect at July March 31, 20032002, except as required by changes in GAAP as concurred in by the Company's ’s independent public accountants. The Company shall not (i) change its fiscal year; (ii) make or revoke any Tax election that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or BuyerCompany; (iii) settle any material Tax claim or assessment or (iv) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment.

Appears in 1 contract

Samples: Merger Agreement (Symmetricom Inc)

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Accounting Methods; Tax Matters. Except as disclosed in Company SEC Documents filed prior to the date of this Agreement, or as required by a Governmental Entity, the Company shall not change in any material respect its methods of accounting in effect at July 31September 30, 20032001, except as required by changes in GAAP as concurred in by the Company's independent public accountants. The Company shall not at or before the Effective Time (i) change its fiscal year; , (ii) make or revoke any Tax election that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or Buyer; , (iii) settle any material Tax claim or assessment or (iv) surrender any right to claim a material Tax refund or to any extension or waiver of the limitations period applicable to any material Tax claim or assessment.

Appears in 1 contract

Samples: Merger Agreement (Decode Genetics Inc)

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