definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) with respect to a transaction that was described in, orintended to qualify as a Tax - free transaction pursuant to Section 355 of the Code . The Company has not net operating lossesor other Tax attributes presently subject to limitation under Sections 382, 383 or 384 of the Code, or the federal consolidatedreturn regulations ( other than limitations imposed as a result of the Transactions ) . The Company has not made or agreed tomake any adjustment under Section 481(a ) of the Code ( or any corresponding provision of state, local or foreign Tax law ) byreason of a change in accounting method or otherwise, and will not be required to make such an adjustment as a result of theTransactions . The Company has not participated in an international boycott as defined in Section 999 of the Code . TheCompany has not ever ( i ) made an election under Section 1362 of the Code to be treated as an S corporation for federalincome Tax purposes or ( ii ) made a similar election under any comparable provision of any state, local or foreign Tax law