definiens: as defined in Section 6011 of the Code or theregulations thereunder . Neither Parent nor any of its Subsidiaries has been or is required to make any material adjustment pursuant tosection 481(a ) of the Code or any similar provision of state, local or foreign tax law by reason of any change in any accountingmethod, there is no application pending with any taxing authority requesting permission for any change in any material accountingmethod for Tax purposes and no taxing authority has proposed any such adjustment or change in accounting method . Neither Parentnor any of its Subsidiaries has any liability for Taxes of any person ( other than Parent and its Subsidiaries ) under TreasuryRegulations section 1.1502 - 6 ( or any similar provision of state, local or foreign law ) or as a transferee or successor . There are no taxrulings, requests for rulings or closing agreements relating to Parent or any of its Subsidiaries that could affect their liability formaterial Taxes for any period after the Closing Date . Neither Parent nor any of its Subsidiaries will be required to include in thegross income of a taxable period ending after the Closing Date material income or gain attributable to cash received, or an accountreceivable that arose, in a prior taxable period and that was not recognized in that prior taxable period, as a result of the installmentmethod, the completed contract method or the cash method of accounting or any other method of accounting or section 263A of theCode . Neither Parent nor any of its Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance thatwould prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a ) of the Code