Common use of Accounting; Taxes Clause in Contracts

Accounting; Taxes. (A) Change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer, or (B) make or change any election in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind (provided, that if the Company or a Subsidiary is required by law to file a federal, state or foreign income Tax Return or other material Tax Return, the Company or such Subsidiary shall be permitted to do so following reasonable consultation with Acquirer);

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (ShoreTel Inc), Membership Interest Purchase Agreement (Novation Companies, Inc.)

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Accounting; Taxes. (Ai) Change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer, or (Bii) make or change any election in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind (provided, that if the Company or a Subsidiary is required by law to file a federal, state or foreign income Tax Return or other material Tax Return, the Company or such Subsidiary shall be permitted to do so following reasonable consultation with Acquirer)kind;

Appears in 1 contract

Samples: Agreement and Plan of Merger (SuccessFactors, Inc.)

Accounting; Taxes. (A) Change change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer, or (B) make or change any election in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind (provided, that if the Company or a Subsidiary is required by law to file a federal, state or foreign income Tax Return or other material Tax Return, the Company or such Subsidiary shall be permitted to do so following reasonable consultation with Acquirer)kind;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (ShoreTel Inc)

Accounting; Taxes. (A) Change accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer, or (B) make or change any election in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind (provided, that if the Company or a Subsidiary is required by law to file a federal, state or foreign income Tax Return or other material Tax Return, the Company or such Subsidiary shall be permitted to do so following reasonable consultation with Acquirer)kind;

Appears in 1 contract

Samples: Merger Agreement (ShoreTel Inc)

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Accounting; Taxes. (A) Change financial accounting methods or practices (including any change in depreciation or amortization policies) or revalue any of its assets (including writing down the value of inventory or writing off notes or accounts receivable otherwise than in the ordinary course of business), except in each case as required by changes in GAAP as concurred with its independent accountants and after notice to Acquirer, or (B) make or change any election in respect of Taxes, file any federal, state, or foreign income Tax Return or any other material Tax Return, file any amendment to a federal, state, or foreign income Tax Return or any other material Tax Return, adopt or change any accounting method in respect of Taxes, enter into any Tax sharing or similar agreement or closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, or enter into intercompany transactions giving rise to deferred gain or loss of any kind or (provided, that if C) accelerate the Company collection of any accounts receivable (or a Subsidiary is give anything of value to induce same) or take any other action (outside the ordinary course of business consistent with past practice) intended to impact the calculation required by law to file a federal, state or foreign income Tax Return or other material Tax Return, the Company or such Subsidiary shall be permitted to do so following reasonable consultation with Acquirer)under Section 1.16;

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Synaptics Inc)

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