BENTLEY COVENANTS Clause Samples

BENTLEY COVENANTS. Notwithstanding anything else to the contrary contained in this Agreement or any other agreement, Bentley (on behalf of itself and all other members of the Bentley Group) hereby confirms and agrees that neither Bentley nor any member of the Bentley Group will take or permit to be taken any action at any time that could jeopardize, the Contribution Tax Treatment, the Distribution Tax Treatment or both. Notwithstanding the foregoing, Bentley or a member of the Bentley Group may take or permit to be taken any action prohibited by the preceding sentence, subject to, and without limiting or modifying, Bentley’s continuing indemnification obligation under Section 4.01(a), if (x) Bentley obtains the written consent of CPEX (which consent shall not be unreasonably withheld) or (y) Bentley obtains a ruling from the Internal Revenue Service or an opinion of a nationally recognized law firm, in form and substance reasonably satisfactory to CPEX, that the taking of such action will not materially adversely affect either the Contribution Tax Treatment or the Distribution Tax Treatment.