Actions Consistent with Representations and Covenants. Neither Parent nor SpinCo shall take any action or permit any member of the Parent Group or the SpinCo Group, respectively, to take any action, or shall fail to take any action or permit any member of the Parent Group or the SpinCo Group, respectively, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation Agreement, the Private Letter Ruling Documents, the Tax Opinion Documents or any of the Ancillary Agreements.
Appears in 6 contracts
Samples: Tax Matters Agreement (Consensus Cloud Solutions, Inc.), Tax Sharing Agreement, Tax Sharing Agreement
Actions Consistent with Representations and Covenants. Neither Parent nor SpinCo shall take any action or permit any other member of the Parent Group or the SpinCo Group, respectively, to take any action, or shall fail to take any action or permit any other member of the Parent Group or the SpinCo Group, respectively, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation Agreement, the Private Letter Ruling Documents, and Distribution Agreement or the Tax Opinion Documents or any of the Ancillary AgreementsDocuments.
Appears in 3 contracts
Samples: Tax Sharing Agreement, Tax Sharing Agreement (Marathon Petroleum Corp), Tax Sharing Agreement (Marathon Petroleum Corp)
Actions Consistent with Representations and Covenants. Neither Parent nor SpinCo shall take any action or permit any member of the Parent Group or the SpinCo Group, respectively, to take any action, or shall fail to take any action or permit any member of the Parent Group or the SpinCo Group, respectively, to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material information, covenant or representation in this Agreement, the Separation Agreement, the Private Letter Ruling Documents, the Tax Opinion Documents or any of the Ancillary Agreements.
Appears in 2 contracts
Samples: Tax Sharing Agreement (Expedia, Inc.), Tax Sharing Agreement (Iac/Interactivecorp)