Common use of Qualification as Reorganization Clause in Contracts

Qualification as Reorganization. (a) For U.S. federal income tax purposes, LGP and Splitco intend that (1) the PR Spin-off qualifies as tax-free under Section 355 of the Code, and (2) the Split-off qualifies as a tax-free reorganization and split-off transaction under Sections 368(a)(1)(D) and 355 and related provisions of the Code. (b) For non-U.S. federal income tax purposes, LGP and Splitco intend that the various steps in the Restructuring Plan will be accorded the tax treatment originally reported by LGP, Splitco or any of their Subsidiaries on the relevant tax return for the taxable year that includes the Distribution.