definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in a distribution of stock intended to qualify fortax - free treatment under Section 355 of the Code ( or any similar provision of state, local, or non - U.S. Law ) in the twoyears prior to the date of this Agreement;(f ) none of the Company or any of its Subsidiaries is a party to any Tax allocation, sharing, indemnity, orreimbursement agreement or arrangement ( other than any customary Tax indemnification provisions in ordinarycourse commercial agreements or arrangements that are not primarily related to Taxes ) or has any liability for Taxesof any Person ( other than the Company or any of its Subsidiaries ) under U.S. Treasury Regulations Section 1.1502 - 6(or any similar provision of state, local, or non - U.S. Law ) or as transferee or successor;(g ) there are no Liens for Taxes upon any property or assets of the Company or any of its Subsidiaries, exceptfor the Company Permitted Liens ; and(h ) neither the Company nor any of its Subsidiaries has entered into any within the meaning ofU.S. Treasury Regulations Section 1.6011 - 4(b)(2 ) ( or any similar provision of state, local or non - U.S. Law )