definiens: as defined inSection 6707A(c)(2 ) of the Code and Treasury Regulations Section 1.6011 - 4(b ) ( or any similar provision of state, localor non - U.S. Law);(f ) Neither Parent nor any Parent Subsidiary has constituted a 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 two(2 ) years prior to the date of this Agreement;(g ) None of Parent or any Parent Subsidiary will be required to include a material item of income ( or excludea material item of deduction ) in any taxable period beginning after the Effective Time as a result of an installment saleor open transaction disposition made prior to the Effective Time ; 48(h ) There are no Liens for Taxes upon any property or assets of Parent or any of its Subsidiaries, except forParent 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 ofParent or any of the Parent Subsidiaries;(j ) Neither Parent nor any Parent Subsidiary is a party to any agreement or arrangement relating to theapportionment, sharing, assignment or allocation of Taxes ( other than ( x ) an agreement or arrangement solely amongParent and/or the Parent Subsidiaries or ( y ) customary Tax indemnification provisions in ordinary course commercialagreements that are not primarily related to Taxes ), or has any liability for Taxes of any Person ( other than Parent orany of the Parent Subsidiaries ) under U.S. Treasury Regulation Section 1.1502 - 6 ( or any similar provision of state, local or non - U.S. Law ), as a transferee or successor, by contract or otherwise;(k ) Neither Parent nor any Parent Subsidiary has taken ( or agreed to take ) any action, or knows of any factor circumstance in existence as of the execution of this Agreement, that would reasonably be expected to prevent theMerger from qualifying as a reorganization with the meaning of Section 368(a ) of the Code;(l ) Parent is, and at all times since its formation has been, properly treated as a foreign corporation for U.S