definiens: within the meaning of Section 7121 of the Code ( o r any corresponding or similar provision of any state, lo cal or non - U.S. Tax law ) with any Governmental Body regarding any material Tax refund, liability or ass essment ; ( 5 ) request any Tax ruling from any Govern mental Body ; ( 6 ) settle, compromise or consent to any mate rial Tax claim, audit or assessment or surrender a right to a material Tax refund ; ( 7 ) except in the ordinary cou rse of business consistent with past practice in co nnection with filing Tax Returns, agree to waive or extend t he statute of limitations with respect to any mater ial Tax or material Tax Return ; or ( 8) enter into any Tax allo cation, indemnity or sharing agreement ; ( xii ) settle, release, waive or compromise any L egal Proceeding or other claim ( or threatened Legal Proceeding or other claim ), other than any settlement, release, waiver or compromise that ( A ) results solely in monetary obligations involvin g only the payment of monies by the Acquired Corpor ations of not more than $ 5,000,000 in the aggregate ( exclu ding monetary obligations that are funded by an ind emnity obligation to, or an insurance policy of, any Acqui red Corporations ) or ( B ) results in no monetary or other material non - monetary obligation of any Acquired Co rporation ; provided that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by any stockholders of the Company against the Company and/or its directors relating to the Transa ctions or a breach of this Agreement shall not be s ubject to this clause ; ( xiii ) enter into any collective bargaining agre ement or other agreement with any labor organization ; ( xiv ) adopt or implement any stockholder rights plan or similar arrangement ; 37 ( xv ) adopt a plan or agreement of complete or pa rtial liquidation or dissolution, merger, consolidation, restructuring, recapitalization or o ther reorganization of any of the Acquired Corporat ions ; ( xvi ) relinquish, abandon or permit to lapse, or fail to take any action necessary to maintain, enforce and protect, any of its material Intellectual Property Rights ; ( xvii ) fail to maintain in full force and effect material insurance policies covering the Acquired Corporations and their material properties, business, assets and operations in a form and amo unt consistent with past practice in all material respe cts ; or ( xviii ) enter into any new agreement in respect of an investigator - sponsored study, or, in any material respect, amend, modify or waive any ag reement in respect of an investigator - sponsored stu dy ; ( xix ) authorize any of, or agree or commit to ta ke, any of the actions described in the foregoing clauses ( i ) through ( xviii ) of this Secti on 5.2(b )