Extract to table

5% rate must be defensible — an IRS challenge to the historical rate could not only result in additional U

parent, 35% must be withheld at source, with the U

All such tax returns shall be prepared in a manner consistent with past practice, except as otherwise required by applicable law

The Target shall not amend, or cause to be amended, any previously filed tax return of the Company or any of its subsidiaries without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed

The Target shall not settle or compromise any tax claim, audit, examination, or proceeding in respect of the Company or any of its subsidiaries where the settlement or compromise amount exceeds $2,000,000, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed

The Merger Agreement provides that following the closing, Parent shall control the preparation and filing of all tax returns of the surviving corporation (Luminex Systems Holdings Inc