definiens: as defined inTreasury Regulations Section 1.6011 - 4(b);37 ( i ) the Company and its Subsidiaries have each withheld ( or will withhold ) from their respective employees, independent contractors, creditors, stockholders and third parties and timely paid to the appropriate Governmental Authorityproper and accurate amounts in compliance with all Tax withholding and remitting provisions of applicable laws and haveeach complied with all Tax information reporting provisions of all applicable laws ; ( j ) the Company has not made any payments, and is not and will not become obligated under any contract, agreement, plan, or arrangement ( or combinations thereof ) entered into on or before the Closing Date to make any payments, that, individually or collectively, will be non - deductible under Code Sections 280 G or 162(m ) of the Code or subject to the exciseTax under Code Section 4999 or that would give rise to any obligation to indemnify any Person for any excise Tax payablepursuant to Code Section 4999 ; ( k ) there are no Encumbrances for Taxes ( other than for current Taxes not yet due and payable ) upon the assets of theCompany or any Company Subsidiary ; ( l ) neither the Company nor any Company Subsidiary will be required ( A ) as a result of a change in method ofaccounting for a taxable period ending on or prior to the Closing Date, to include any adjustment under Sections 481(c ) or263A of the Code in taxable income for any taxable period ( or portion thereof ) beginning after the Closing Date, ( B ) as aresult of any as described in Section 7121 of the Code, to include any item of income or exclude anyitem of deduction from any taxable period ( or portion thereof ) beginning after the Closing Date, or ( C ) as a result of anelection under Section 1362 of the Code, to include any amount under Section 1363(d ) in any taxable period ( or portionthereof ) beginning after the Closing ; ( m ) neither the Company nor any Company Subsidiary is a party to or bound by any tax allocation or tax sharingagreement or has any current or potential obligation to indemnify any other Person with respect to Taxes other than as setforth in the Prior Purchase Agreements ; ( n ) no claim has been made in writing by a Governmental Authority in a jurisdiction where the Company or aCompany Subsidiary does not file Tax Returns that the Company or such Company Subsidiary is or may be subject to Taxesassessed by such jurisdiction ; and ( o ) neither the Company nor any Company Subsidiary has taken or agreed to take, or has failed to take, any action, nor is the Company or any Company Subsidiary aware of any fact, agreement, plan or other circumstance, that would preventthe Merger from qualifying as a reorganization under Section 368(a ) of the Code