definiens: or a ( within the meaning of Section 355(a)(1)(A ) of the Code ) in adistribution intended to qualify for tax - free treatment under Section 355 of the Code ( or a similar provision of state, local or non - U.S. Tax Law ) ; ( xi ) neither Omega nor any of its Subsidiaries ( A ) has been a member of an affiliatedgroup of corporations within the meaning of Section 1504 of the Code, other than the affiliated group of which Omegaor any of its Subsidiaries is the common parent or ( B ) is or has been a United States of America real property holdingcorporation within the meaning of Section 897(c)(2 ) of the Code during the applicable period specified by Section897(c)(1)(A)(ii ) of the Code ; and ( xii ) neither Omega nor any of its Subsidiaries has participated in, or is currentlyparticipating in, a or a within the meaning of Treasury RegulationsSection 1.6011 - 4(b ) ( or a similar provision of state, local or non - U.S. Tax Law )