definiens: or a ( within the meaning ofSection 355(a)(1)(A ) of the Code ) in a distribution of stock intended toqualify for tax - free treatment under Section 355 of the Code ( or any similarprovision of state, local, or non - U.S. law ) in the two years prior to the date ofthis Agreement ; ( e)none of Bidder or any of its Subsidiaries has any liability for Taxes of anyPerson other than Bidder or any of its Subsidiaries ( a ) underU.S. Treasury Regulation § 1.1502 - 6 ( or any similar provision of state, local, or non - U.S. law ) by virtue of an association or connection for Tax purposesthat existed prior to the Completion Date between Bidder or its relevantSubsidiary and that Third Party ; ( f)there are no liens for Taxes upon any property or assets of Bidder or any ofits Subsidiaries, except for Bidder Permitted Liens ; and ( g)no private letter rulings, technical advice memoranda, or similar agreementsor rulings have been entered into or issued by any Tax Authority withrespect to Bidder or any of its Subsidiaries for any taxable year for which thestatute of limitations has not yet expired