definiens: or a ( within the meaning of Section 355(a)(1)(A ) of theCode ) in a distribution of stock intended to qualify for tax - free treatment under Section 355 of the Code ( or any similarprovision of state, local or non - U.S. Law ) in the two ( 2 ) years prior to the date hereof, ( v ) the Company has not enteredinto any within the meaning of Treasury Regulation Section 1.6011 - 4(b)(2 ) ( or any similar provisionof state, local or non - U.S. Law ), ( vi ) the Company has no liability for the Taxes of another Person ( pursuant toTreasury Regulation Section 1.1502 - 6 ( or any similar provision of state, local or non - U.S. Law ) or otherwise ) by reasonof ( A ) being a member of an affiliated, consolidated, combined or unitary group or otherwise as a transferee orsuccessor or ( B ) being party to any Tax sharing or Tax indemnification agreement or other similar agreement ( otherthan customary Tax indemnification provisions in commercial agreements or arrangements, in each case not primarilyrelating to Taxes ), ( vii ) no claim has been made in writing by a Governmental Entity in a jurisdiction where theCompany does not file Tax Returns that it is or may be subject to taxation by that jurisdiction, and ( viii ) the Companywill not be required to include any item of income in, or to exclude any item of deductions from, taxable income fromany taxable period ( or portion thereof ) ending after the Closing as a result of any ( A ) change in method of accountingor ( B ) closing agreement