definiens: within the meaning of section 280 G of the Code ( orany corresponding provisions of state, local or foreign Tax law ) . TheCompany has not been a United States real property holding corporationwithin the meaning of section 897(c)(2 ) of the Code during the applicableperiod specified in section 897(c)(1)(A)(ii ) of the Code . The Company isnot a party to or bound by any Tax allocation or sharing agreement . TheCompany ( A ) has not been a member of an Affiliated Group ( as defined bythe Code ) filing a consolidated federal income Tax Return ( other than agroup the common parent of which was the Company ) or ( B ) does nothave any Liability for the Taxes of any Person ( other than the Company)under regulation 1.1502 - 6 of the Code ( or any similar provision of state, local, or foreign law ), as a transferee or successor, by contract, orotherwise.(f ) The Unaudited Interim Balance Sheet has beenprepared on a cash basis and does not include any reserves for Taxes