Actions Consistent with Representations and Covenants. No Spinco (or any member of its respective Spinco Group) shall take any action, or fail to take any action or permit any member of its respective Group, 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 made in connection with the IRS Ruling (if applicable), the Tax Opinions, the Separation Agreement or this Agreement.
Appears in 4 contracts
Samples: Tax Sharing Agreement (Ticketmaster), Tax Sharing Agreement (HSN, Inc.), Tax Sharing Agreement (Interval Leisure Group, Inc.)
Actions Consistent with Representations and Covenants. No Spinco (SpinCo shall not take any action or permit any member of its respective Spinco Group) shall the SpinCo Group to take any action, or and SpinCo shall not fail to take any action or permit any member of its respective Group, the SpinCo Group to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material material, information, covenant or representation made in connection with the IRS Ruling (if applicable)this Agreement, the Tax OpinionsDistribution Agreement, the Separation Agreement Ruling Documents, any Supplemental Ruling Documents or this Agreementany of the Ancillary Agreements in a manner that would have an adverse effect on the Tax-Free Status of any of the Spin-Off-Related Transactions.
Appears in 4 contracts
Samples: Form of Tax Sharing Agreement (Genesis Healthcare Corp), Form of Tax Sharing Agreement (Neighborcare Inc), Form of Tax Sharing Agreement (Genesis Healthcare Corp)
Actions Consistent with Representations and Covenants. No Spinco (SpinCo shall not take any action or permit any member of its respective Spinco Group) shall the SpinCo Group to take any action, or and SpinCo shall not fail to take any action or permit any member of its respective Group, the SpinCo Group to fail to take any action, where such action or failure to act would be inconsistent with or cause to be untrue any material material, information, covenant or representation made in connection with this Agreement, the IRS Ruling (if applicable)SDA, the Tax Opinions, Opinion Documents or any of the Separation Agreement or this AgreementAncillary Agreements.
Appears in 2 contracts
Samples: Form of Tax Sharing Agreement (Piper Jaffray Companies), Tax Sharing Agreement (Piper Jaffray Companies)
Actions Consistent with Representations and Covenants. No From and after its respective Distribution, no Spinco (or any member of its respective Spinco Group) shall take any action, or fail to take any action or permit any member of its respective Group, 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 made in connection with the IRS Ruling (if applicable), the Tax Opinions, the Separation Agreement or this Agreement.
Appears in 1 contract
Samples: Tax Sharing Agreement (Ticketmaster)
