definiens: within the meaning of Section 83 of the Code for whichno election under Section 83(b ) of the Code was made, ( J ) is a party to any allocation, indemnity, sharing or similaragreement with respect to Taxes ( except for agreements entered into in the ordinary course of business and notprincipally concerning Taxes ), ( K ) has ever participated in the filing of any consolidated, combined or unitary TaxReturn other than with respect to a consolidated, combined or unitary group of which the Company is the commonparent, or has any liability for the Taxes of any Person ( other than Taxes of the Company and the UK Subsidiary)under Treasury Regulation § 1.1502 - 6 ( or any similar provision of state, local, or foreign law ), as a transferee orsuccessor, by contract or otherwise, ( L ) has received notice of any claim by any authority in any jurisdiction where itdoes not file Tax Returns that it is or may be subject to any Taxes or future taxation in such jurisdiction, ( M ) has apermanent establishment or otherwise has become subject to tax in a jurisdiction other than the country of itsformation or ( N ) is a party to any joint venture, partnership or other arrangement or contract that could properly betreated as a partnership for U.S. federal income tax purposes ; ( vi ) all Taxes which the Company or the UK Subsidiaryis required to withhold or to collect for payment have been duly withheld and collected and timely paid to the propergovernmental entity or third party ; ( vii ) the Company has not been, at any time, a within the meaning of Section 897(c)(2 ) of the Code ; and ( viii ) there has never been an ownership change(within the meaning of Section 382 of the Code ) with respect to the Company