definiens: within the meaning ofTreasury regulations Section 1.6011 - 4 or any within the meaning of Code Section 6662;(l ) ( i ) no member of the Transferred Group has ever been a member of an within themeaning of Code Section 1504(a ) filing a consolidated federal income Tax Return ( other than the asdefined in Code Section 1504(a ) the common parent of which is Seller Parent ), and ( ii ) neither Seller Parent or itsSubsidiaries ( in each case to the extent related to the Acquired Assets or the Business ) nor any member of theTransferred Group ( A ) is a party to any contractual obligation relating to Tax sharing or Tax allocation, or ( B ) has anyliability for the Taxes of any person under Treasury regulations Section 1.1502 - 6 or 1.1502 - 78 ( or any similar provisionof state, local or foreign law ), as a transferee or successor, by contract or otherwise;(m ) ( i ) neither Seller Parent or its Subsidiaries ( in each case to the extent related to the Acquired Assets orthe Business ) nor any member of the Transferred Group is required to make any adjustment pursuant to CodeSection 481(a ) or any similar provision of state, local or foreign Tax law by reason of any change in any accountingmethods, and will not be required to make such an adjustment as a result of the transactions contemplated by thisAgreement, and there is no application pending with any Taxing Authority requesting permission for any changes inany of accounting methods of Sellers or any member of the Transferred Group for Tax purposes, and ( ii ) to SellerParent ’s Knowledge, no Taxing Authority has proposed any such adjustment or change in accounting method ; -59-(n ) no member of the Transferred Group will be required, as a result of ( i ) any installment sale or opentransaction disposition made on or prior to the Closing Date, ( ii ) any election under Section 108(i ) of the Code ( or anysimilar provision of state, local or non - U.S