definiens: within the mean ing of Section 7121 of the Code ( or any corresponding or s imilar provision of any state, local or non - U.S. Ta x law ) with any Governmental Body regarding any material T ax liability or assessment ; ( E ) request any letter ruling from the IRS ( or any comparable ruling from any oth er taxing authority ) ; ( F ) settle or compromise any material audit, examination or Legal Proceeding relating to Taxes or surrender a right to a material Tax refund ; ( G ) waive or extend the statute of limitations with respect t o any material Tax or material Tax Return ( other th an pursuant to customary extensions of the due date for filing a Tax Return ) ; or ( H ) enter into any Tax allocation, indemnity or sharing agreement ( other than customary gross - up or indemnification provisions in credit agreements, derivatives, leases, employment agreements and simi lar agreements entered into in the ordinary course of business ) ; ( xvi ) settle, release, waive or compromise any Legal P roceeding or other claim ( or threatened Legal Proce eding or other claim ), other than any settlement, release, w aiver or compromise that ( 1 ) results solely in mone tary obligations involving only the payment of monies by the Acquired Companies of not more than $ 2,000,000 in the aggregate ( excluding monetary obligations that are funded by an insurance policy of the Acquired Companies ) and ( 2 ) results in no monetary or other material non - monetary obligation of the Acquired Companies ; provided, however that the settlement, release, waiver or compromise of any Legal Proceeding or claim brought by the stockholders of any Acquired C ompany against any Acquired Company and/or its dire ctors relating to the Transactions or a breach of this Ag reement or any other agreements contemplated hereby shall be subject to Section 2.07 or Section 6.06, as applica ble, and provided further the foregoing shall not permit any Acquired Company to settle, release, waive or compr omise any Legal Proceeding or claim ( x ) that provid es for the grant to any third party of a license or other grant by any Acquired Company of rights to any mate rial Company IP or material Company Licensed IP or ( y ) t hat would impose any material restrictions or chang es on the business or operations of, or the admission of wrongdoing by, any Acquired Company, or commence an y material Legal Proceeding, other than in the ordina ry course of business consistent with past practice ; ( xvii ) enter into any collective bargaining agreement or o ther agreement with any labor organization ( except to the extent required by applicable Legal Requirements ) ; 36 ( xviii ) adopt or implement any stockholder rights plan ( or similar plans or arrangements ) ; ( xix ) adopt a plan or agreement of complete or partial li quidation or dissolution, merger, consolidation, re structuring, recapitalization or other reorganization of any Acq uired Company ; or ( xx ) authorize any of, or agree or commit to take, any o f the actions described in the foregoing clauses ( i ) through ( xix ) of this Section 5.02(b )