definiens: or a ( in each case, within the meaning of Section 355(a)(1)(A ) o f the Code ) in a distribution of stock intended to qualify for tax - free treatment under Section 355 of the Code ( o r any similar provision of state, local, or non - U.S. Law ) ; ( f)no member of the Transferred Group is a party to any Tax - Sharing Agreement or has any liability for Taxes of any Person ( other than S eller Parent, any Seller or any other member of the Transferred Group ) under 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 of the Acq uired Assets, except for Permitted Liens ; ( h)neither any Seller nor any member of the Transfe rred Group has received any written claim in the past three years from a Governmental A uthority in a jurisdiction in which such Seller or such member, as the case may be, does not file Tax Returns to th e effect that ( i ) in the case of such Seller, it is or may be subject to taxation by that jurisdiction with respect to th e Acquired Assets, any member of the Transferred Gr oup or the Business or ( ii ) in the case of such member, it is or may be subject to taxation by that jurisdiction ; ( i)no member of the Transferred Group has entered i nto any within the meaning of Treasury Regulations Section 1.6011- 4(b)(2 ) ( or any similar provision of state, local o r non - U.S