Common use of Actions Consistent with Representations and Covenants Clause in Contracts

Actions Consistent with Representations and Covenants. Spinco shall not (and shall not permit any of its Affiliates or grant or permit any of its Affiliates to grant implicit or explicit permission to any other person to) take any action, and Spinco shall not (and shall not permit any of its Affiliates or grant or permit any of its Affiliates to grant implicit or explicit permission to any other person 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 Tax Ruling, the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of Spinco, the Spinco Affiliates, or the Spinco Business), the Tax Opinion, or the Spinco Representation Letter.

Appears in 3 contracts

Samples: Tax Sharing Agreement (John Bean Technologies CORP), Tax Sharing Agreement (John Bean Technologies CORP), Tax Sharing Agreement (FMC Technologies Inc)

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Actions Consistent with Representations and Covenants. Spinco SpinCo shall not (and shall not permit any of its Affiliates or grant or permit any of its Affiliates to grant implicit or explicit permission to any other person to) take any action, and Spinco SpinCo shall not (and shall not permit any of its Affiliates or grant or permit any of its Affiliates to grant implicit or explicit permission to any other person 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 Distribution Agreement, the Other Agreements, the Tax Ruling, the Ruling Documents (including, without limitation, the representations to the extent that they relate to the plans, proposals, intentions, and policies of SpincoSpinCo, the Spinco SpinCo Affiliates, or the Spinco Death Care Business), the Tax Opinion, or the Spinco Representation Letter.

Appears in 3 contracts

Samples: Tax Sharing Agreement (Hillenbrand, Inc.), Tax Sharing Agreement (Hill-Rom Holdings, Inc.), Tax Sharing Agreement (Batesville Holdings, Inc.)

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