definiens: , or ( as such terms are defined under WARN ) ofCompany Employees ; ( l ) materially changed any Company ’s accounting methods, policies or procedures, or the applicationthereof, except as ( A ) required by concurrent changes in GAAP as agreed to by its independent auditors or ( B ) asrequired by Applicable Law ( based on the advice of counsel ) ; ( m ) settled, or offered or proposed to settle, any Action or claim ( A ) with amounts at stake greater than$100,000, or ( B ) brought against a Company or any of their respective directors, officers or employees ( in theircapacities as such ) by a current or former Equityholder ; ( n ) made ( except in the ordinary course of business ), changed or rescinded any Tax election, amendedany material Tax Return of a Company or, except as required by Applicable Law, took any position on any TaxReturn of a Company inconsistent with past practice or changed any material Tax accounting method of a Company, waived any claim to a Tax refund of a Company or extended or waived any statute of limitations with respect to anyTaxes of the Companies, settled any material claim or assessment in respect of Taxes, or incurred any liability forTaxes other than in the ordinary course of business ; ( o ) declared, accrued, established a record date for or paid any distributions in respect of the EquityInterests of a Company ; or ( p ) agreed, resolved or committed to do any of the foregoing