definiens: as defined inTreasury Regulations Section 1.6011 - 4(b ) ; ( i ) the Parent and its Subsidiaries have each withheld ( or will withhold ) from their respective employees, independentcontractors, creditors, stockholders and third parties and timely paid to the appropriate Governmental Authority proper andaccurate amounts in compliance with all Tax withholding and remitting provisions of applicable laws and have each compliedwith all Tax information reporting provisions of all applicable laws ; ( j ) the Parent has not made any payments, and is not and will not become obligated under any contract, agreement, plan, or arrangement ( or combinations thereof ) entered into on or before the Closing Date to make any payments, that, individually or collectively, will be non - deductible under Code Sections 280 G or 162(m ) of the Code or subject to the exciseTax under Code Section 4999 or that would give rise to any obligation to indemnify any Person for any excise Tax payablepursuant to Code Section 4999 ; ( k ) there are no Encumbrances for Taxes ( other than for current Taxes not yet due and payable ) upon the assets of theParent or any Parent Subsidiary ; ( l ) neither the Parent nor any Parent Subsidiary will be required ( A ) as a result of a change in method of accountingfor a taxable period ending on or prior to the Closing Date, to include any adjustment under Sections 481(c ) or 263A of theCode in taxable income for any taxable period ( or portion thereof ) beginning after the Closing Date, ( B ) as a result of any as described in Section 7121 of the Code, to include any item of income or exclude any item ofdeduction from any taxable period ( or portion thereof ) beginning after the Closing Date, or ( C ) as a result of an election underSection 1362 of the Code, to include any amount under Section 1363(d ) in any taxable period ( or portion thereof ) beginningafter the Closing ; ( m ) neither the Parent nor any Parent Subsidiary is a party to or bound by any tax allocation or tax sharing agreementor has any current or potential obligation to indemnify any other Person with respect to Taxes ; ( n ) no claim has been made in writing by a Governmental Authority in a jurisdiction where the Parent or a ParentSubsidiary does not file Tax Returns that the Parent or such Parent Subsidiary is or may be subject to Taxes assessed by suchjurisdiction ; and ( o ) neither the Parent nor any Parent Subsidiary has taken or agreed to take, or has failed to take, any action, nor is theParent or any Parent Subsidiary aware of any fact, agreement, plan or other circumstance, that would prevent the Merger fromqualifying as a reorganization under Section 368(a ) of the Code