definiens: within themeaning of Treasury Regulations Section 1.6011 - 4(b)(2 ) ( or any similar provision of state, local or foreign law ) ; ( f ) ( i ) neither the Company nor any of the Company Subsidiaries is or has ever been a member of an affiliated group ofcorporations ( within the meaning of Section 1504(a ) of the Code ) or any group that has filed a combined, consolidated or unitary Tax Return, other than, in each case, a group of which the Company or any Company Subsidiary is or was the common parent and ( ii ) neither the Company nor any CompanySubsidiary has any liability for the Taxes of any Person ( other than the Company or the Company Subsidiaries ) under Treasury Regulations Section1.1502 - 6 ( or any similar provision of state, local or non - U.S. Tax law ), as a transferee or successor, or by Contract ; ( g ) neither the Company nor any of the Company Subsidiaries ( i ) has applied for, been granted, or agreed in writing toany accounting method change for which it will be required to take into account any adjustment under Section 481 of the Code ( or any similar provision ofstate, local or non - U.S. Tax law ) or ( ii ) will be required to include any item of income in, or exclude any item of deduction from, taxable income for anytaxable period ( or portion thereof ) ending after the Closing Date as a result of ( A ) an installment sale or open transaction disposition made on or prior tothe Closing Date, ( B ) a gain recognition agreement or closing agreement under Section 7121 of the Code ( or any similar provision of state, local or non - U.S. Tax law ) executed on or prior to the Closing Date, ( C ) an election pursuant to Section 108(i ) of the Code made effective on or prior to the ClosingDate, ( D ) an intercompany transaction or excess loss account described in Treasury Regulations under Section 1502 of the Code ( or any correspondingor similar provision of Applicable Law ) attributable to a transaction occurring on or prior to the Closing Date or ( E ) a prepaid amount or advance paymentreceived, or deferred revenue accrued on or prior to the Closing Date ; 44 ( h ) there are no Tax sharing agreements or similar arrangements, including Tax indemnity arrangements ( other thancommercial agreements or arrangements not primarily related to Taxes and entered into in the ordinary course of business ) with respect to or involvingthe Company or any of the Company Subsidiaries, other than, in each case, any agreement or arrangement exclusively between or among the Companyand the Company Subsidiaries ; ( i ) none of the Company or any of the Company Subsidiaries has been a or a in any distribution that was purported or intended to be governed by Section 355 of the Code ( or any similar provision of state, local or non - U.S. law ) that occurred during the two ( 2)-year period ending on the date hereof ; ( j ) the Company is not, and has not been a United States real property holding corporation within the meaning ofSection 897(c)(2 ) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii ) of the Code ; ( k ) neither the Company nor any of the Company Subsidiaries has applied in writing for a ruling or determination from aTaxing Authority regarding a past or prospective transaction ; ( l ) the Company and each of the Company Subsidiaries has complied with all Applicable Law relating to the collection, payment and withholding of taxes and has, within the time and the manner prescribed by Applicable Law, collected, withheld from and paid over to theproper Taxing Authorities all amounts required to be so collected, withheld and paid under Applicable Law ; ( m ) all related party transactions involving the Company or any Company Subsidiaries have been conducted at arm’slength in compliance in all material respects with Section 482 of the Code and the Treasury Regulations promulgated thereunder and any correspondingor similar provisions of Applicable Law ; ( n ) neither the Company nor any of the Company Subsidiaries has or will have after the Closing any ongoing liability forany Taxes pursuant to Section 965 of the Code ; ( o ) neither the Company nor any of the Company Subsidiaries participated in an international boycott, as defined inSection 999 of the Code ; ( p ) neither the Company nor any of the Company Subsidiaries own any interest in any non U.S. corporation that is treatedas a within the meaning of section 1297(a ) of the Code and is not also treated as a within the meaning of Section 957(a ) ; ( q ) neither the Company nor any of the Company Subsidiaries owns any interest in any entity or is a party to anycontractual arrangement, joint venture or other arrangement that would reasonably be expected to be characterized as a partnership for income Taxpurposes ; 45 ( r ) the Company and each of the Company Subsidiaries have timely collected all sales, use, goods and services, harmonized sales, value added, and similar Taxes required to be collected and has timely remitted such amounts to the appropriate Taxing Authority, orhas been furnished properly completed exemption certificates ; or ( s ) the Company and each of the Company Subsidiaries are not subject to Tax in any country other than their respectivecountry of incorporation or formation by virtue of having a permanent establishment or other fixed place of business in such other country