definiens: within the meaning of Treasury Regulation § 1.6011 - 4(b)(2 ) and, with resp ect to each transaction in which the Group Companie s have participated that is a within the meaning of Treasury Regulation § 1.601 1 - 4(b)(1 ), such participation has been properly discl osed on IRS Form 8886 ( Reportable Transaction Disclosure Statement ) and on any corresponding form required under state, local or other Law ; ( r ) any powers of attorney granted by the Group Com panies prior to the Closing relating to Taxes will terminate and be of no effect following the Closing ; ( s ) Schedule 3.08(s ) sets forth the federal income tax classification of each Group Company and discloses whether an election under Treasury Re gulation § 301.7701 - 3 with respect to the federal income tax classification of such Group Company has been made ; ( t ) during the last three ( 3 ) years, no Group Compa ny has been a party to any transaction treated by the parties thereto as one to which Sect ion 355 of the Code ( or any similar provision of st ate, local or foreign law ) applied ; ( u ) no income or gain of any Group Company ( or any predecessor thereto ) has been deferred pursuant to Treasury Regulation § § 1.1502 - 13 or -14, or any similar or predecessor Treasury Regulation, whether proposed, temporary or final ; 33 ( v ) no excess loss account ( as described in Treasur y Regulation § § 1.1502 - 19 and 1.1502 - 32 ) exists with respect to the stock of any Group Compa ny ; ( w ) no Group Company is or during the past twelve ( 12)-month period has been, a United States shareholder ( within the meaning of Section 9 51(b ) of the Code ) of a controlled foreign corporat ion ( within the meaning of Section 957 of the Code ) ; ( x ) no Group Company has or has ever had a fixed or permanent establishment in any country other than the country of its organization ; ( y ) there are no Tax credits, grants or similar amo unts that are or could be subject to clawback or recapture as a result of ( 1 ) the Transa ctions or ( 2 ) a failure by a Group Company to satis fy one or more requirements on which the credit, grant or similar amount is or was conditioned ; ( z ) no transaction contemplated by this Agreement i s subject to withholding under Sections 1445 or 1446 of the Code ( or similar provision of s tate, local or foreign law ) ; ( aa ) no group company is a party to any proceeding on advanced pricing agreement ( APA ) ; ( bb ) no Group Company has established or has been r equired to establish a Subpart F income recapture account within the meaning of Treasury Re gulation § 1.952 - 1(f ) with respect to a Group Company