definiens: ( within the meaning of Section 957 of the Code ) or ( within the meaning of Section 1296 of the Code ) ; ( xi ) neither the Company nor anyof the Subsidiaries has made an election under Section 341(f ) of the Code ; ( xii ) neither the Company nor any of theSubsidiaries is a party to any agreement or arrangement that provides for the payment of any amount, or the provision of anyother benefit, that could constitute a within the meaning of Section 280 G of the Code ; ( xiii ) no claimhas ever been made in writing by a taxing -34- authority in a jurisdiction where the Company or any of the Subsidiaries does not file Tax Returns that such entity is or maybe subject to taxation by that jurisdiction ; ( xiv ) none of the assets of the Company or any of the Subsidiaries is ( as defined in Section 168(h)(1 ) of the Code ), ( as defined inSection 168(g)(5 ) of the Code ) or may be treated as owned by any other person pursuant to Section 168(f)(8 ) of the InternalRevenue Code of 1954 ( as in effect immediately prior to the enactment of the Tax Reform Act of 1986 ) ; ( xv ) the Company isnot and will not be at the Closing Date a within the meaning of Section 897of the Code ; ( xvi ) neither the Company nor any of the Subsidiaries has made any elections under Sections 108, 168, 338, 441,472, 1017, 1033 or 4977 of the Code ; ( xvii ) neither the Company nor any of the Subsidiaries has accounted or is accountingfor any transaction pursuant to Section 467 of Code ; ( xviii ) there are no ( as defined in Treas . Reg