definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in a distribution ofstock 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 years prior to the date of this Agreement ; ( viii)none of [COMPANY] or any of its Subsidiaries has any liability for Taxes of any Person ( other thanActavis or any of its Subsidiaries ) under U.S. Treasury Regulation § 1.1502 - 6 ( or any similarprovision of state, local, or non- U.S. law ), as transferee or successor, by contract or otherwise ; 69 ( ix)there are no liens for Taxes upon any property or assets of [COMPANY] or any of its Subsidiaries, except for [COMPANY] Permitted Liens ; ( x)no private letter rulings, technical advice memoranda, or similar agreements or rulings have beenentered into or issued by any Tax Authority with respect to [COMPANY] or any of its Subsidiaries forany taxable year for which the statute of limitations has not yet expired ; and ( xi)neither [COMPANY] nor any of its Subsidiaries has knowledge of any fact, or has taken or agreed totake any action that would reasonably be expected to prevent or impede the receipt of the SchemeConsideration in exchange for the Warner Chilcott Shares pursuant to the Scheme from qualifyingas a within the meaning of Section 368(a ) of the Code