definiens: as definedin Section 6707A(c)(2 ) of the Code and Treasury Regulations Section 1.6011 - 4(b ) ( or any similar provision of state, local or non - U.S. Law);(f ) Neither the Company nor any Company Subsidiary has constituted a or a ( within the meaning of Section 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 similar provision of state, local or non - U.S. Law ) inthe two ( 2 ) years prior to the date of this Agreement ; 28(g ) None of the Company or any of the Company Subsidiaries will be required to include a material item ofincome ( or exclude a material item of deduction ) in any taxable period beginning after the Effective Time as a result ofan installment sale or open transaction disposition made prior to the Effective Time;(h ) There are no Liens for Taxes upon any property or assets of the Company or the Company Subsidiaries, except for Company Permitted Liens;(i ) No Tax authority has asserted, or threatened in writing to assert, a Tax liability ( exclusive of interest ) inexcess of $ 200 million in connection with an audit or other administrative or court proceeding involving Taxes of theCompany or the Company Subsidiaries;(j ) Neither the Company nor any Company Subsidiary is a party to any agreement or arrangement relating tothe apportionment, sharing, assignment or allocation of Taxes ( other than ( x ) an agreement or arrangement solelyamong the Company and/or the Company Subsidiaries or ( y ) customary Tax indemnification provisions in ordinarycourse commercial agreements that are not primarily related to Taxes ), or has any liability for Taxes of any Person(other than the Company or any of its Subsidiaries ) under U.S. Treasury Regulation Section 1.1502 - 6 ( or any similarprovision of state, local or non - U.S. Law ), as a transferee or successor, by contract or otherwise;(k ) Neither the Company nor any Company Subsidiary has taken ( or agreed to take ) any action, or knows ofany fact or circumstance in existence as of the execution of this Agreement, that would reasonably be expected toprevent the Merger from qualifying as a reorganization with the meaning of Section 368(a ) of the Code ; and(l ) Except insofar as Section 3.9 and Section 3.10 relate to Taxes, this Section 3.14 represents the sole andexclusive representations and warranties of the Company and the Company Subsidiaries regarding Tax matters