definiens: or a ( in each case, within the meaning of Section 355(a)(1)(A ) of the Code ) in a distribution of stock intended to qualify f or 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 neither ( i ) a passive foreign investment company, nor ( ii ) a controlled foreign corporation, 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 withheld from amounts owing to any employee, creditor, or third party ( in each case, whether or not shown on any Tax Return ), other 71 OC\1994682.10 than Taxes for which adequate reserves have been established in accordance with GAAP on the financial statements of Parent and its Subsidiaries ; and ( v)none of Buyer Parent or any of its Subsidiarie s is a party to any Tax - Sharing Agreement or has any liability for Taxes of any Person ( other than Buyer Parent or any of its Subsidiaries ) under Treasury Regulations Section 1.1502 -6 ( or any similar provision of state, local, or non -U.S. Law ) or as transf eree or successor