definiens: within the meaning of Regulations Section 1.6011 - 4(b)(1 ) that was, is, or to the Knowledge of theCompany will ever be, required to be disclosed under Regulations Section 1.6011 - 4 ; ( xvii ) no Tax Return filed by oron behalf of the Company has contained a disclosure statement under Section 6662 of the Code ( or any similarprovision of Law ), and no Tax Return has been filed by or on behalf of the Company with respect to which thepreparer of such Tax Return advised consideration of inclusion of such a disclosure, which disclosure was notmade ; ( xviii ) the Company has not taken any action outside of the Ordinary Course of Business that would havethe effect of deferring a measure of Tax from a period ( or portion thereof ) ending on or before the Closing Date to aperiod ( or portion thereof ) beginning after the Closing Date ; ( xix ) the Company does not have a in any foreign country, as defined in any applicable Tax treaty or convention between the UnitedStates of America and such foreign country, or has otherwise taken steps or conducted business operations thathave materially exposed, or will materially expose, it to the taxing jurisdiction of a foreign country ; ( xx ) theCompany is materially in compliance with the terms and conditions of any applicable Tax exemptions, Taxagreements or Tax orders of any Taxing Authority to which it may be subject or which it may have claimed, andthe transactions contemplated by this Agreement will not have any material and adverse effect on suchcompliance ; ( xxi ) no written power of attorney which is currently in force has been granted by or with respect to theCompany with respect to any matter relating to Taxes ; and ( xxii ) no Seller is a for purposes ofSection 1445 of the Code