definiens: as defined in Treasury Regulations Section 1.6011 - 4(b ) ; ( viii ) the Companyis not a party to any agreement or arrangement relating to the apportionment, sharing, assignment or allocation ofTaxes, or has any liability for Taxes of any Person ( other than the Company ) under Treasury RegulationsSection 1.1502 - 6 or any similar provision of state, local or foreign Law, as a transferee or successor, by contract orotherwise ; ( ix ) to Sellers ’ knowledge, no claim has been made by an authority in a jurisdiction where the Companydoes not file Tax Returns that the Company or may be subject to Tax, or that the Transferred Assets are subject toTax, in such jurisdiction ; and ( x ) the Company has not waived any statute of limitations in respect of any materialTaxes or agreed to any extension of time with respect to Taxes, and no such waiver or agreement has been madewith respect to the Transferred Assets