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. 7.1 NONCOMPETITION
Additional Continuing Covenants. 36 5.1 Noncompetition................................. 36 5.2 Nondisclosure of Proprietary Data.............. 37 5.3
Additional Continuing Covenants. 5.1 SELLER'S POST-CLOSING ACCESS.
Additional Continuing Covenants. 7.1 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. 26 5.1 Filing of Tax Returns and Payment of Taxes............................................ 26 5.2 Apportionment......................................................................... 27 5.3
Additional Continuing Covenants. 33 7.1 Tax Matters; Tax Returns..................................................33 7.2 Employment Matters........................................................34
