definiens: within t he meaning of Section 1445(b)(2 ) of the Code . Selle r ( a ) has not been a member of an affiliated group filing a c onsolidated income Tax Return and ( b ) does not have any liability for the Taxes of any person under Treasur y Regulations section 1.1502 - 6(a ) ( or any analogous or similar provision of any state, local or foreign Law ), as a transferee or successor, by contract, or otherwise . Seller is, and since the date of its formation has been, treated a s a partnership for federal, state and local income tax purposes and neither Seller nor any of its owners, nor any t axing authority has taken any position inconsistent with such treatment, including, without limitation, filing an election to be treated as an association taxable a s a corporation under Treasury Regulation Section 301.7701 - 3(c ) . Th ere are no liens for taxes ( other than Taxes not ye t due and payable ) on any of the Assets . No deficiency or pro posed adjustment for any amount of Tax has been pro posed, asserted or assessed by any taxing authority agains t Seller that has not been paid, settled or otherwi se resolved