definiens: or ( within the meaning of Section 355(e ) of the Code ) inconjunction with the Merger ; ( n ) Neither the Company nor any of its Subsidiaries has anydeferred income reportable for a period ending after the Closing Date but thatis attributable to a transaction ( e.g., an installment sale ) occurring in, orresulting from a change of accounting method for, a period ending on or prior tothe Closing Date ; 31 < PAGE > ( o ) None of the indebtedness of the Company or any of itsSubsidiaries constitutes ( i ) ( as defined inSection 279(b ) of the Code ) with respect to which any interest deductions may bedisallowed under Section 279 of the Code or ( ii ) an under Section 163(i ) of the Code ; ( p ) The Company is not, and has not been, a within the meaning of Section 897(c)(2 ) of theCode during the applicable period specified in Section 897(c)(1)(A)(ii ) of theCode ; and ( q ) Neither the Company nor any of its Subsidiaries has engaged inany within the meaning of Treasury RegulationSection 1.6011 - 4(b)(2 )