definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in a distribution of stock intended to qualify under Section 355 of the Code in the five ( 5 ) yearsprior to the date of this Agreement ; ( f ) none of the Company or any of the Company Subsidiaries is a party to any Tax allocation, sharing or indemnity agreementor arrangement ( other than ( i ) any such agreement or arrangement solely among members of a group the common parent of which is the Company orany Company Subsidiary, or ( ii ) any Tax sharing or indemnification provisions in ordinary course commercial agreements or arrangements that are notprimarily related to Taxes ) or has any liability for Taxes of any Person ; ( g ) neither the Company nor any of the Company Subsidiaries has been a member of an affiliated group filing a consolidatedfederal income Tax Return ( other than a group the common parent of which was the Company or any of the Company Subsidiaries ) or has any liabilityfor Taxes of any Person ( other than the Company or any of the Company Subsidiaries ) under Treasury Regulation Section 1.1502 - 6 ( or any comparableprovision of local, state, or foreign Law ), or as transferee or successor ; ( h ) there are no Liens for Taxes upon any assets of the Company or any of the Company Subsidiaries, except for PermittedLiens ; ( i ) neither the Company nor any of the Company Subsidiaries has participated in any within themeaning of Treasury Regulations Section 1.6011 - 4(b ) ; -18- ( j ) no claim has ever been made in writing by any taxing authority in a jurisdiction where either the Company or any of theCompany Subsidiaries does not file Tax Returns that the Company or the Company Subsidiary, as the case may be, is or may be subject to Tax in thatjurisdiction ; ( k ) neither the Company nor any of the Company Subsidiaries has a branch, permanent establishment ( within the meaning ofan applicable Tax treaty ), or otherwise has an office or fixed place of business in a country other than the country in which it is organized ; ( l ) neither the Company nor any of the Company Subsidiaries has requested or is the subject of or bound by any private letterruling, technical advice memorandum, or similar ruling or memorandum with any taxing authority with respect to any Taxes, nor is any such requestoutstanding ; ( m ) neither the Company nor any of the Company Subsidiaries has agreed to make, nor is it required to make, any adjustmentunder Section 481(a ) of the Code or any comparable provision of state, local, or foreign Tax Laws by reason of a change in accounting method orotherwise ; ( n ) the Company and the Company Subsidiaries have not deferred any Taxes under Section 2302 of the Coronavirus Aid, Relief and Economic Security Act of 2020 ( the ) or Section 965(h ) of the Code ; Notwithstanding any other provisions of this Agreement to the contrary, the representations and warranties made in Section 4.11 and this Section 4.15are the sole and exclusive representations and warranties of the Company and the Company Subsidiaries with respect to Taxes and Tax matters