Tax Accounting Deferrals. The Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period ending on or prior to the Closing Date, (ii) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of applicable Legal Requirements with respect to state, local or foreign income Tax) executed on or prior to the Closing Date, (iii) installment sale or open transaction disposition made on or prior to the Closing Date, (iv) prepaid amount received on or prior to the Closing Date or (v) election made pursuant to Section 108(i) of the Code on or prior to the Closing Date. (i)
Tax Accounting Deferrals. The Company will not be required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of Applicable Law by reason of a change in method of accounting initiated by it or any other relevant party, and the Company will not be required to make any such adjustment as a result of the transactions contemplated by this Agreement. The Company will not be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign law) executed on or prior to the Closing Date, (ii) installment sale or open transaction disposition made on or prior to the Closing Date, (iii) prepaid amount or advance payment received or paid on or prior to the Closing Date, or deferred revenue realized or received, (iv) an election pursuant to Section 108(i) of the Code made on or prior to the Closing Date, (v) the application of Section 965 of the Code, or (vi) any intercompany transaction consummated on or prior to the Closing Date or excess loss account existing on or prior to the Closing Date, in either case described in Treasury Regulations issued under Section 1502 of the Code (or any corresponding or similar provision of state, local or foreign law). Table of Contents
