Income Adjustments. Valor and its Subsidiaries will not be required to include in any taxable period (or portion thereof) ending after the Closing Date taxable income attributable to income of Valor or any of its Subsidiaries that accrued in any taxable period (or portion thereof) ending on or prior to the Closing Date but was not recognized in such taxable period for any reason, including as a result of (i) a change in accounting method under Section 481 of the Code (or any similar provision of state, local, or foreign Law) made on or prior to the Closing Date, (ii) the installment method of accounting, (iii) the long-term contract method of accounting, (iv) a written agreement with a Governmental Authority entered into on or prior to the Closing Date, (v) any election under Section 108(i) of the Code (or similar provisions of state, local or foreign Law) made on or prior to the Closing Date, (vi) any prepaid amount received on or prior to the Closing Date, (vii) a “closing agreement” described in Section 7121 of the Code (or any similar or corresponding provision of any other Tax Law) entered into on or prior to the Closing Date, (viii) the use of a method of accounting not permitted by applicable Law for any period or portion thereof ending prior to the Closing Date, or (ix) an intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, local or foreign Law) with respect to a transaction occurring on or prior to the Closing Date.
Income Adjustments. None of the Company or any Company Subsidiary will be required to include in any taxable period (or portion thereof) ending after the Closing Date any taxable income attributable to income of the Company or any Company Subsidiary that accrued in any taxable period (or portion thereof) ending on or prior to the Closing Date but was not recognized in such taxable period, including as a result of (i) a change in accounting method under Section 481 of the Code (or any similar provision of state, provincial, local or foreign Law), (ii) the installment method of accounting, (iii) the long-term contract method of accounting, (iv) a written agreement with a taxing authority, (v) the earnings and profits of any taxpayer or the Company or any Company Subsidiary being recharacterized as “subpart F income” (as defined in Section 952 of the Code) under the provisions of Section 952(c)(2) of the Code, (vi) any election under Section 108(i) of the Code (or similar provisions of state, provincial, local or foreign Law), (vii) any prepaid amount received on or prior to the Closing Date, (viii) a “closing agreement” described in Section 7121 of the Code (or any similar or corresponding provision of any other state, provincial, local or foreign Law), or (ix) an intercompany transaction or excess loss account described in the Treasury Regulations under Section 1502 of the Code (or any similar provision of state, provincial, local or foreign Law), in each case with respect to a transaction or agreement entered into, or election made, on or prior to the Closing Date.
Income Adjustments. Neither the Company nor any Tax Affiliate is required to include in income any adjustment under Section 481(a) of the Code by reason of a voluntary change in accounting method initiated by the Company or any Tax Affiliate as a result of the Tax Reform Act of 1986 and neither the Company nor any Tax Affiliate has knowledge that the Internal Revenue Service has proposed any such adjustment or change in accounting method.
Income Adjustments
