definiens: within the meaning of Section 7 121 of the Code ( or any corresponding or similar pr ovision of any state, local or non - U.S. Tax law ) with any G overnmental Body regarding any material Tax liabili ty or assessment ; ( E ) request any letter ruling from the IRS ( or any comparable ruling from any other taxing authority ) ; ( F ) settle or compromise any material L egal Proceeding relating to Taxes or surrender a ri ght to a material Tax refund ; ( G ) waive or extend the statut e of limitations with respect to any material Tax o r material Tax Return ( other than pursuant to customary extens ions of the due date for filing a Tax Return ) ; or ( H ) enter into any Tax allocation, indemnity or sharing agree ment ( other than customary gross - up or indemnificat ion provisions in credit agreements, derivatives, lease s, employment agreements and similar agreements ent ered into in the ordinary course of business ) ; 38 ( xvi ) ( A ) settle, release, waive or comprom ise any Legal Proceeding or other claim ( or threatened Legal Proceeding or other clai m ), other than any settlement, release, waiver or c ompromise that ( 1 ) results solely in monetary obligations inv olving only the payment of monies by the Company of not more than $ 2,000,000 in the aggregate ( excluding mo netary obligations that are funded by an indemnity obligation to, or an insurance policy of, the Compa ny ) or ( 2 ) results in no monetary or other material non - monetary obligation of the Company ; provided, however that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockh olders of the Company against the Company and/or it s directors relating to the Transactions or a breach of this Agreement or any other agreements contempla ted hereby shall be subject to Section 2.7 or Section 6.6, as applicable, and provided further the foregoing shall not permit the Company to settle, release, waive or compromise any Legal Proceeding or claim ( x ) that provides fo r the grant to any third party of a license or other gran t of rights to any material Intellectual Property R ights or ( y ) that would impose any material restrictions or changes o n the business or operations of, or the admission o f wrongdoing by, the Company or ( B ) commence any mate rial Legal Proceeding, other than in the ordinary c ourse of business consistent with past practice ; ( xvii ) enter into any collective bargaining agreement or other agreement with any labor organization ( except to the extent required b y applicable Legal Requirements ) ; ( xviii ) adopt or implement any stockholder ri ghts plan ( or similar plans or arrangements ) ; ( xix ) adopt a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, restructuring, recapitalizat ion or other reorganization of the Company ; or ( xx ) authorize any of, or agree or commit to take, any of the actions described in the foregoing clauses ( i ) through ( xix ) of this Sec tion 5.2(b )