definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in adistribution of stock intended to qualify for tax - free treatment under Section 355 of the Code ( or any similar provisionof state, local, or non - U.S. Law ) in the two years prior to the date of this Agreement ; ( vi ) none of the Company or any of the Company Subsidiaries is a party to any Taxallocation, sharing, indemnity, or reimbursement agreement or arrangement ( other than any customary Taxindemnification provisions in ordinary course commercial agreements or arrangements that are not primarily related toTaxes ) or has any liability for Taxes of any Person ( other than the Company or any of the Company Subsidiaries)under U.S. Treasury Regulation Section 1.1502 - 6 ( or any similar provision of state, local, or non - U.S. Law ) or astransferee or successor ; ( vii ) there are no Liens for Taxes upon any property or assets of the Company or anyof the Company Subsidiaries, except for the Permitted Liens ; and ( viii ) neither the Company nor any of the Company Subsidiaries has entered into any within the meaning of Treasury Regulations Section 1.6011 - 4(b)(2 ) ( or any similar provision ofstate, local or non - U.S. Law )