definiens: as defined in Section 6011 of the Code or the regulations thereunder . Neither the Company nor any of itsSubsidiaries has been or is required to make any material adjustment pursuant to section 481(a ) of the Code or any similar provisionof state, local or foreign tax law by reason of any change in any accounting method, there is no application pending with any taxingauthority requesting permission for any change in any material accounting method for Tax purposes and no taxing authority hasproposed any such adjustment or change in accounting method . Neither the Company nor any of its Subsidiaries has any liabilityfor Taxes of any person ( other than the Company and its Subsidiaries ) under Treasury Regulations section 1.1502 - 6 ( or any similarprovision of state, local or foreign law ) or as a transferee or successor . There are no tax rulings, requests for rulings or closingagreements relating to the Company or any of its Subsidiaries that could affect their liability for material Taxes for any period afterthe Closing Date . Neither the Company nor any of its Subsidiaries will be required to include in the gross income of a taxable periodending after the Closing Date material income or gain attributable to cash received, or an account receivable that arose, in a priortaxable period and that was not recognized in that prior taxable period, as a result of the installment method, the completed contractmethod or the cash method of accounting or any other method of accounting or section 263A of the Code . All copies of federal andstate income or franchise Tax Returns that the Company has made available to Parent are true and complete copies . Neither theCompany nor any of its Subsidiaries has taken or agreed to take any action, or is aware of any fact or circumstance, that wouldprevent the Merger from qualifying as a reorganization within the meaning of Section 368(a ) of the Code . The Company is not, norwas it or will it be, at any time during the five - year period ending on the date on which the Effective Time occurs, a within the meaning of section 897(c ) of the Code