definiens: within the meaning of Section 7121 of the Code ( or any similar provision of United States state or local Law ) with any United States federal, state or l ocal Tax authority, or ( J ) adopt or change any material Tax accounting principle, method, period or practice, if such action or inaction described in ( A ) through ( J ) would reasonably be expected to materially increase any Tax liability of a Transferred Ent ity ( after taking into account the indemnities and other provisions in Article VII ) for any taxable period or portion of a Straddle Period that, in each case, ends after the Closing Accounts Time ; provided, for the avoidance of doubt, that for purposes of this Section 5.2(a)(xviii ), any increase in a Tax liability that is an Excluded Tax subject to the indemnity under Section 7.1(a ) and any reduction in a Tax asset that is repayable to Seller Parent under Article VII, is, in each case, not reasonably expect ed to materially increase any Tax liability of a Transferred Entity ; 50 ( xxi ) if a Transferred Entity, purchase any real property for a purchase price in excess of five million Euro ( € 5,000,000 ) ; ( xxii ) other than in the Ordinary Course, contribute or otherwise transfer any Transferred Asset to any Transferred Entity ; or ( xxiii ) authorize or enter into any agreement or obligation to undertake any of the foregoing