definiens: or a ( within themeaning of Section 355(a)(1)(A ) of the Code ) in a distribution of stock intended to qualify for tax - free treatment under Section 355(a ) of the Code ( or anysimilar provision of state, local or non - U.S. Law ) in the two years prior to the date of this Agreement;(h ) None of the Company or any Company Subsidiary is or has been a member of any affiliated, consolidated, combined, unitary or similargroup for purposes of filing Tax Returns or paying Taxes ( other than a group the common parent of which is the Company);(i ) None of the Company or any Company Subsidiary is a party to any Tax allocation, sharing, indemnity, or reimbursement agreement orarrangement ( other than any customary Tax indemnification provisions in ordinary course commercial agreements not primarily related to Taxes ) or hasany liability for Taxes of any Person ( other than the Company or any Company Subsidiary ) under Treasury Regulations Section 1.1502 - 6 ( or any similarprovision of state, local, or non - U.S. Law ) or as transferee or successor;(j ) There are no material Liens for Taxes upon any property or assets of the Company or any Company Subsidiary, except for the PermittedLiens;(k ) Neither the Company nor any Company Subsidiary has entered into any within the meaning of Treasury RegulationsSection 1.6011 - 4(b)(2 ) ( or any similar provision of state, local or non - U.S. Law);(l ) Each of the Company and the Company Subsidiaries has disclosed on its federal income Tax Returns all positions taken therein that couldreasonably be expected to give rise to a substantial understatement of federal income Tax within the meaning of Section 6662 of the Code ( or similarprovision of state, local or non - U.S. tax law);(m ) Neither the Company nor any Company Subsidiary will be required to include any material item of income in, or exclude any material itemof deduction from, taxable income for any taxable period ( or portion thereof ) ending after the Closing Date as a result of any of the following that occurredor existed on or prior to the Closing Date : ( a ) a as described in Section 7121 of the Code ( or any corresponding or similar provision of state, local or non - U.S. income Tax law ), ( b ) aninstallment sale or open transaction, ( c ) a prepaid amount, ( d ) an intercompany item under Treasury Regulation Section 1.1502 - 13 or an excess lossaccount under Treasury Regulation Section 1.1502 - 19, ( e ) change in the accounting method of the Company or any Company Subsidiary pursuant toSection 481 of the Code or any similar provision of the Code or the corresponding tax laws of any nation, state or locality, or ( f ) an election pursuant toSection 108(i ) of the Code ; and(n ) The U.S. federal income tax entity classification of each Company Subsidiary is set forth on Section 4.12(n ) of the Company DisclosureLetter