definiens: within the meaning of Treasury Regulation Section 1.6011 - 4(b ) . The Companyhas not consummated or participated in, nor is it currently participating in, any transaction which was or is a transaction as defined in Sections 6662 or 6111 of the Code or the Treasury Regulations promulgated thereunder . TheCompany will not be required to include any item of income in, or exclude any item of deduction from, taxable income forany taxable period ( or portion thereof ) ending after the Effective Time as a result of any : ( i ) change in method of accountingfor a Taxable period ending on or prior to the Effective Time, ( ii ) closing agreement as described in Section 7121 ( or anycorresponding or similar provision of state, local, or foreign Tax law ) executed prior to the Effective Time, ( iii ) intercompanytransactions or excess loss accounts described in Treasury regulations under Section 1502 of the Code ( or any similarprovision of state, local, or foreign Tax Law ), ( iv ) installment sale or open transaction disposition made on or prior to theEffective Time, or ( v ) prepaid amount received on or prior to the Effective Time other than prepaid amounts, if any, reflectedin the Financial Statements