definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in a distribution of stock intended to qualifyfor tax - free treatment under Section 355 of the Code ( or any similar provision of state, local, or non - U.S. Law ) inthe two years prior to the date of this Agreement;(vi ) none of Parent or any of its Subsidiaries is a party to any Tax allocation, sharing, indemnity, orreimbursement agreement or arrangement ( other than any customary Tax indemnification provisions in ordinarycourse commercial agreements or arrangements that are not primarily related to Taxes ) or has any liability forTaxes of any Person ( other than Parent or any of its Subsidiaries ) under U.S. Treasury RegulationsSection 1.1502 - 6 ( or any similar provision of state, local, or non - U.S. Law ) or as transferee or successor;(vii ) there are no Liens for Taxes upon any property or assets of Parent or any of its Subsidiaries, except forParent Permitted Liens ; and(viii ) neither Parent nor any of its Subsidiaries has entered into any within the meaning ofU.S. Treasury Regulations Section 1.6011 - 4(b)(2 ) ( or any similar provision of state, local or non - U.S. Law )