definiens: -44- US - DOCS\117747603 233678486 v12 within the meaning of Section 897(c)(2 ) of the Code . The Company is not a shareholder of any as defined in Section 957 of the Code ( or any similar provision of state, local or foreign law ) nor does it own any equity interest in a within the meaning of Section 1297 of the Code . ( g ) The Company has not ever ( i ) been a member of an affiliated group ( within the meaning of Section 1504(a ) of the Code ) filing a consolidated federal income Tax Return ( other than a group the common parent of which was Company ), ( ii ) been a party to any Tax sharing, indemnification or allocation agreement ( excluding customary provisions in agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes ), ( iii ) had any Liability for the Taxes of any person under Treas . Reg . § 1.1502 - 6 ( or any similar provision of state, local or non - U.S. law, including any arrangement for group or consortium relief or similar arrangement ), as a transferee or successor, by Contract ( excluding customary provisions in agreements entered into in the ordinary course of business the primary purpose of which does not relate to Taxes ), or by operation of any Legal Requirements or ( iv ) been a party to any joint venture, partnership or other agreement treated as a partnership for Tax purposes . ( h ) Within the last two years, the Company has not constituted either a or a in a distribution of stock intended to qualify for tax - free treatment under Section 355 of the Code . ( i ) The Company has not entered into a under Section 6011 of the Code and the Treasury Regulations promulgated thereunder . ( j ) The Company uses the accrual method of accounting for income Tax purposes . ( k ) The Company is in compliance in all material respects with all terms and conditions of any Taxexemption, Tax holiday or other Tax reduction agreement or order ( each, a ), and the consummation of the transactions contemplated by this Agreement will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive . ( l ) The Company has not engaged in a trade or business, had a permanent establishment ( within the meaning of an applicable Tax treaty ) or otherwise become subject to Tax in any country other than its country of incorporation or formation . ( m ) The prices for any property or services ( or for the use of any property ) provided by or to the Company are arm ’s length prices for purposes of all applicable transfer pricing Legal Requirements, including Treasury Regulations promulgated under Section 482 of the Code . ( n ) The Company will not be required to include any income or gain or exclude any deduction or loss from income for any taxable period or portion thereof beginning after the Closing as a result of any ( i ) change in method of accounting made prior to the Closing or the use of an incorrect method of accounting prior to the Closing, ( ii ) closing agreement under Section 7121 of the Code executed prior to the Closing, ( iii ) deferred intercompany gain or excess loss account under Treasury Regulations under Section 1502 of the Code in connection with a transaction consummated prior to the Closing ( or in the case of each of ( ii ) and ( iii ), under any similar provision of applicable Legal Requirements ), ( iv ) installment sale or open transaction disposition consummated prior to the Closing, ( v ) prepaid amount received prior to the Closing or ( vi ) election pursuant to Section 108(i ) of the Code made prior to the Closing . ( o ) The Company has not participated in an international boycott within the meaning of Section 999 of the Code