Additional Spinco Covenants Sample Clauses

Additional Spinco Covenants. Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, Spinco (on behalf of itself and all other members of the Spinco Group) hereby confirms and agrees that (i) neither Spinco nor any member of the Spinco Group will, directly or indirectly, pre-pay, pay down, redeem, retire or otherwise acquire, however effected, any of the Senior Notes or the Tranche B Term Loan prior to its stated maturity, (ii) neither Spinco nor any member of the Spinco Group will take or permit to be taken any action at any time, including, without limitation, any modification to the terms of any of the Senior Notes or the Tranche B Term Loan, that could jeopardize, directly or indirectly, the qualification, in whole or in part, of any of the Senior Notes or the Tranche B Term Loan as “securities” within the meaning of Section 361(a) of the Code, (iii) no issuance of stock by Spinco, any member of the Spinco Group, or any Affiliates thereof and no change in the stock ownership of any such entities will occur that could cause Section 355(d) or Section 355(e) of the Code to apply to the Distribution, and (iv) neither Spinco nor any member of the Spinco Group will take or permit to be taken any action at any time that could jeopardize, directly or indirectly, any of the conclusions contained in the Ruling or the Tax Opinion. Notwithstanding the foregoing, Spinco or a member of the Spinco Group may take or permit to be taken any of the actions described in this Section 3.03, subject to, and without limiting or modifying, Spinco’s continuing indemnification obligation under Section 4.01(b), if (x) failure to take such action would violate the Credit Agreement, the Indenture or any of the documents entered into in connection therewith (each as executed as of the Distribution Date), (y) Spinco obtains the written consent of Verizon (which consent may be given or withheld in Verizon’s sole discretion) or (z) Spinco obtains a supplemental ruling from the Internal Revenue Service or an opinion of a nationally recognized law firm, in form and substance reasonably satisfactory to Verizon, that the taking of such action will not adversely affect, directly or indirectly, any of the conclusions contained in the Ruling or the Tax Opinion.
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Additional Spinco Covenants. 63 8.1 Spinco Indemnity................................................................................................................................. 63 8.2 Indemnified Claims............................................................................................................................... 63 8.3 Target Mining Properties...................................................................................................................... 65 8.4 Non-Solicitation of Employees............................................................................................................. 66 8.5 Knowledge Transfer............................................................................................................................ 67 8.6 Filing Responsibility.............................................................................................................................. 67 8.7 Section 338(g) Election........................................................................................................................ 68 ARTICLE 9 TERM, TERMINATION, AMENDMENT AND WAIVER.............................................. 68 9.1 Term................................................................................................................................................... 68 9.2 Termination.......................................................................................................................................... 68 9.3 Expenses............................................................................................................................................. 70 9.4 Termination Fee................................................................................................................................... 71 ARTICLE 10 GENERAL PROVISIONS................................................................................................... 72 10.1 Amendment........................................................................................................................................ 72 10.2 Waiver................................................................................................................................................ 73 10.3 Notices................................................................................................................................................ 73 10.4 Governing Law; Waiver of Jury Trial.......................................................................
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Additional Spinco Covenants 
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Related to Additional Spinco Covenants

  • Parent Covenants The Parent will:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Specific Covenants The Borrower fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11 or 6.12 or Article VII; or

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