Additional Continuing Covenants. (a) XXXXXXX RESTRICTIONS. Xxxxxxx agrees that, until such time as the stock of Xxxxxxx owned by Xxxxxx and Xxxxxx Affiliates constitutes fifty percent (50%) or less of the total combined voting power of all of the outstanding stock of Xxxxxxx, Xxxxxxx (1) will not knowingly take or fail to take, or permit any Xxxxxxx Affiliate to knowingly take or fail to take, any action that could reasonably be expected to preclude Walter’s ability to effectuate a Distribution, and (2) will not issue any stock of Xxxxxxx (or any instrument that is convertible, exercisable or exchangeable into any such stock) in an acquisition or public or private offering if, immediately after such issuance, Xxxxxx would, or would reasonably be expected to, not own stock of Xxxxxxx that, on a fully diluted basis, constitutes “control” (within the meaning of Section 368(c) of the Code) of Xxxxxxx. In the event of a Distribution, Xxxxxxx agrees that (1) it will take, and cause each Xxxxxxx Affiliate to take, any action reasonably requested by Xxxxxx in order to enable Xxxxxx to effectuate a Distribution (including, without limitation, any internal restructuring necessary to satisfy the active trade or business requirement of Section 355(b) of the Code) and (2) it will not take or fail to take, or permit any Xxxxxxx Affiliate to take or fail to take, any action where such action or failure to act would be inconsistent with any written representations of an officer of Xxxxxxx pursuant to Section 4.2(e) of this Agreement with respect to any material, information, covenant or representation that relates to facts or matters related to Xxxxxxx, any Xxxxxxx Affiliate, or the Xxxxxxx Business in an Officer’s Certificate, Tax Opinion, Supplemental Tax Opinion, Ruling Documents, Supplemental Ruling Documents, Ruling, or Supplemental Ruling other than as permitted by Section 4.2(c) of this Agreement. For this purpose an action is considered inconsistent with a representation if the representation states that there is no plan or intention to take such action. In the event of a Distribution, Xxxxxxx agrees that it will not take (and it will cause the Xxxxxxx Affiliates to refrain from taking) any position on a Tax Return that is inconsistent with the treatment of a Distribution as a tax-free transaction under Section 355 of the Code.
Additional Continuing Covenants. 5.1 Seller's Post-Closing Access.................................... 34 5.2 No Rights to Seller Intellectual Property....................... 35 5.3 Insurance; Indemnity Obligations................................ 35 5.4 WARN Act........................................................ 37 5.5 Intercompany Agreements......................................... 37 5.6
Additional Continuing Covenants. Seller and Buyer hereby agree to the following:
Additional Continuing Covenants. 36 5.1 Noncompetition................................. 36 5.2 Nondisclosure of Proprietary Data.............. 37 5.3
Additional Continuing Covenants. 7.1 Noncompetition
Additional Continuing Covenants. Non-competition 31 7.2 Nondisclosure of Proprietary Data 32 7.3 Tax Cooperation 33 7.4 Employment Matters 33 7.5 Post-Closing Collection of Other Purchased Assets 34 7.6 Exchange Right 34 7.7 Sharing of Assets 34 7.8 Sharing of Services 34 7.9 Restrictions on Image Shares 35 ARTICLE VIII
Additional Continuing Covenants. 7.1 Non-competition.
Additional Continuing Covenants. 33 5.1 Noncompetition............................................................................. 33 5.2 Nondisclosure of Proprietary Data.......................................................... 33 5.3 Refund Claims and Warranty Claims.......................................................... 33
Additional Continuing Covenants. 5.1 SELLER'S POST-CLOSING ACCESS.
(a) Subject to Section 11.5(d) hereof (relating to the preservation of Tax records), Seller and Buyer agree that each of them shall preserve and keep the records held by it, their subsidiaries or their controlled Affiliates relating to the business of Company and the Subsidiaries for a period of three years from the Closing Date and shall make such records and personnel available to the other as may be reasonably required by such party, including without limitation in connection with, among other things, any insurance claims by, legal proceedings against or governmental investigations of Seller or Buyer or any of their Affiliates or in order to enable Seller or Buyer to comply with their respective obligations under this Agreement and each other agreement, document or instrument contemplated hereby subject to restrictions on disclosure of such information under applicable Laws, agreements with third parties, and, subject to entering into appropriate agreements that preserve attorney-client privilege, attorney-client privilege. In the event Seller or Buyer wishes to destroy such records after that time, such party shall first give ninety days' prior written notice to the other party and such other party shall have the right at its option and expense, upon prior written notice given to such party within that ninety day period, to take possession of the records within one hundred and eighty days after the date of such notice. Any information obtained pursuant to this Section 5.1 or pursuant to any other section hereof (including Section 11.5(d)) providing for the sharing of information or the review of any Tax Return or other schedule relating to Taxes shall be subject to Section 12.2.
Additional Continuing Covenants. 33 7.1 Tax Matters; Tax Returns..................................................33 7.2 Employment Matters........................................................34
