Common use of Certain Tax and Accounting Matters Clause in Contracts

Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time: (i) Except as required by applicable Tax Law or with Parent’s prior written consent (which consent shall not be unreasonably withheld), neither the Company nor any of its Subsidiaries will (A) make or change any Tax election, (B) file any amended Tax Return, (C) agree to any adjustment of any Tax attribute, (D) change (or make a request to any Governmental Entity to change) any of its methods of reporting income or deductions for Federal income Tax purposes, (E) file any claim for a refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment that could adversely affect Parent’s Tax liability, (G) make any change in any financial or Tax accounting principle, method or practice, other than as required by GAAP, the SEC, the Public Company Accounting Oversight Board, applicable Law or as recommended by the Company’s independent auditor or (H) settle or compromise any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax or enter into any closing agreement that could adversely affect Parent’s Tax liability. (ii) The Company and each of its Subsidiaries will retain all books, documents and records reasonably necessary for the preparation of Tax Returns and reasonably relevant to any potential Tax audits for the Company or its Subsidiaries.

Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time: (i) Except as required by applicable Tax Law or with Parent’s prior written consent (which consent shall not be unreasonably withheld)consent, neither the Company nor any of its Subsidiaries will (A) make or change any material Tax election, (B) file any material amended Tax Return, (C) agree to any material adjustment of any Tax attribute, (D) change (or make a request to any Governmental Entity to change) any of its methods of reporting income or deductions for Federal income Tax purposes, (E) file any claim for a material refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment that could adversely affect Parent’s the Tax liabilityliability of the Company or any of its Subsidiaries, (G) make any change in any financial or Tax accounting principle, method or practice, other than as required by GAAP, the SEC, the Public Company Accounting Oversight Board, applicable Law or as recommended by the Company’s independent auditor or (H) settle or compromise any suit, claim, action, investigation, proceeding Proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax or enter into any material closing agreement that could adversely affect Parent’s the Tax liabilityliability of the Company or any of its Subsidiaries. (ii) The Company and each of its Subsidiaries will retain all books, documents and records reasonably necessary for the preparation of Tax Returns and reasonably relevant to any potential Tax audits for the Company or its SubsidiariesReturns.

Certain Tax and Accounting Matters. During the period from the date of this Agreement Date to the Effective Time: (i) Except as required by applicable Tax Law or with Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), neither the no Company nor any of its Subsidiaries will Entity shall (A) make or change any material Tax election, (B) file any material amended Tax Return, (C) agree to any material adjustment of any Tax attribute, (D) change (or make a request to any Governmental Entity to change) any of its methods of reporting income or deductions for Federal income Tax purposes, (E) file any claim for a material refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment that could adversely affect Parent’s Tax liability, (G) make any change in any financial or Tax accounting principle, method or practice, other than as required by GAAP, the SEC, the Public Company Accounting Oversight Board, applicable Law or as recommended by the Company’s independent auditor or (H) settle or compromise any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries Entities in respect of any material amount of Tax or enter into any material closing agreement that could adversely affect Parent’s Tax liability. (ii) The Company Entities shall file all Tax Returns and each of its Subsidiaries will pay all Taxes when due. (iii) The Company Entities shall retain all books, documents and records reasonably necessary for the preparation of Tax Returns and reasonably relevant to any potential Tax audits for the Company or its SubsidiariesReturns.

Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time: (i) Except as required by applicable Tax Law or with Parent’s prior written consent (which consent shall not be unreasonably withheld)consent, neither the Company nor any of its Subsidiaries will (A) make or change any material Tax election, (B) file any material amended Tax Return, (C) agree to any material adjustment of any Tax attribute, (D) change (or make a request to any Governmental Entity to change) any of its methods of reporting income or deductions for Federal income Tax purposes, (E) file any claim for a material refund of Taxes, (F) consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment that could adversely affect Parent’s Tax liability, (G) make any change in any financial or Tax accounting principle, method or practice, other than as required by GAAP, the SEC, the Public Company Accounting Oversight Board, applicable Law or as recommended by the Company’s independent auditor or (H) settle or compromise any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any material amount of Tax or enter into any material closing agreement that could adversely affect Parent’s Tax liability. (ii) The Company and each of its Subsidiaries will retain all books, documents and records reasonably necessary for the preparation of Tax Returns and reasonably relevant to any potential Tax audits for the Company or its SubsidiariesReturns.

Certain Tax and Accounting Matters. During the period from the date of this Agreement to the Effective Time: (i) Except as required by applicable Tax tax Law or with Parent’s prior written consent (which consent shall not be unreasonably withheld)consent, neither the Company nor any of its Subsidiaries will (A) make or change any Tax material tax election, (B) file any material amended Tax Returntax return, (C) agree to any material adjustment of any Tax tax attribute, (D) change (or make a request to any Governmental Entity to change) any of its methods of reporting income or deductions for Federal income Tax tax purposes, (E) file any claim for a material refund of Taxestaxes, (F) consent to any extension or waiver of the limitation period applicable to any Tax material tax claim or assessment that could adversely affect Parent’s Tax tax liability, (G) make any change in any financial or Tax tax accounting principle, method or practice, other than as required by GAAP, the SEC, the Public Company Accounting Oversight Board, Board or applicable Law or as recommended by the Company’s independent auditor or (H) settle or compromise any suit, claim, action, investigation, proceeding or audit pending against or with respect to the Company or any of its Subsidiaries in respect of any amount of Tax tax or enter into any material closing agreement that could adversely affect Parent’s Tax tax liability. (ii) The Company and each of its Subsidiaries will retain all books, documents and records reasonably necessary for the preparation of Tax Returns and reasonably relevant to any potential Tax audits for the Company or its Subsidiariestax returns.