definiens: or a ( in each case, within the meani ng of Section 355(a)(1)(A ) of the Code ) in a distribution of stoc k intended to qualify for tax - free treatment under Section 355 of the Code ( or any similar provision of state, local, or non - U.S. Law ) ; ( iii)to Buyer Parent ’s Knowledge, Buyer Parent is n either ( i ) a passive foreign investment company, nor ( ii ) a controlled foreign c orporation, each within the meaning of the Code ; ( iv)Buyer Parent and its Subsidiaries have paid all Taxes due and owing by any of them, including any Taxes required to be withhel d from amounts owing to any employee, creditor, or third party ( in each case, whether or not shown on any Tax Retu rn ), other 71 OC\1994682.10 than Taxes for which adequate reserves have been es tablished in accordance with GAAP on the financial statements of Parent and its Subsidiaries ; and ( v)none of Buyer Parent or any of its Subsidiaries is a party to any Tax - Sharing Agreement or has any liability for Taxes of any Per son ( other than Buyer Parent or any of its Subsidia ries ) under Treasury Regulations Section 1.1502 - 6 ( or any simil ar provision of state, local, or non - U.S. Law ) or a s transferee or successor